ONE GROUP
N-14AE, 1998-05-29
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<PAGE>


               As filed with the Securities and Exchange Commission on
                                     May 29, 1998
                               Registration No. 2-95973

                          SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                                    _____________

                                      Form N-14

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

/ /  PRE-EFFECTIVE AMENDMENT NO. _____    / /  POST-EFFECTIVE AMENDMENT NO. ____
                           (Check appropriate box or boxes)
                                    _____________

                         THE ONE GROUP-Registered Trademark-
                  (Exact Name of Registrant as Specified in Charter)

                                  3435 Stelzer Road
                                 Columbus, Ohio 43219
                       (Address of Principal Executive Offices)

                                    _____________

                                    MARK S. REDMAN
                                  3435 Stelzer Road
                                 Columbus, Ohio 43219
                       (Name and address of Agent for Service)
                                    _____________

                                       Copy to:

     ALAN G. PRIEST, ESQUIRE            MICHAEL V. WIBLE, ESQUIRE
     Ropes & Gray                       BANC ONE CORPORATION
     1301 K Street, N.W.                100 East Broad Street
     Suite 800 East                     18th Floor
     Washington, D.C.  20005            Columbus, OH 43271-0158

     Approximate Date of Proposed Public Offering:  As soon as practicable after
this Registration Statement becomes effective.

     It is proposed that this filing will become effective on June 28, 1998
pursuant to Rule 488.

     An indefinite amount of the Registrant's securities has been registered
under the Securities Act of 1933 pursuant to Rule 24f-2 under The Investment
Company Act of 1940.  In reliance upon such rule, no filing fee is being paid at
this time.  A Rule 24f-2 notice for the Registrant for the year ended June 30,
1997 was filed on August 29, 1997.


<PAGE>


                         THE ONE GROUP-Registered Trademark-

                                CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
Form N-1A Item      Caption in Combined Prospectus/Proxy Statement
- --------------      ----------------------------------------------
<S>                 <C>
     1              Cross-Reference Sheet; Front Cover

     2              Table of Contents

     3              Synopsis and Risk Factors

     4              Proposal (1) -- Approval of Agreement and Plan of
                    Reorganization; Introduction; Information about the Proposed
                    Transaction; Terms of the Proposed Transaction; Federal Tax
                    Opinions; Comparison of Shareholder Rights; Existing and Pro
                    Forma Capitalization

     5              Front Cover -- Incorporated by reference to specified
                    documents; One Group-Registered Trademark- Funds; Financial
                    Statements; Information filed with the Securities and
                    Exchange Commission; Management Discussion of Fund
                    Performance

     6              Front Cover -- Incorporated by Reference to Specified
                    Documents; Marquis Funds; Financial Statements; Information
                    filed with the Securities and Exchange Commission

     7              Information About the Proposed Transaction; Voting
                    Information

     8              Interest of Certain Persons in the Transaction

     9              Not Applicable

     10,11          Cover Page

     12             Cover Page -- Incorporated by reference to specified
                    documents

     13             Cover Page -- Incorporated by reference to specified
                    documents

     14             Pro Forma Financial Statements
</TABLE>

Part C
- ------

The information required to be included in Part C is set forth under the
appropriate Item, so numbered, in Part C to this Registration Statement.

<PAGE>


                                    MARQUIS FUNDS
                                   2 OLIVER STREET
                             BOSTON, MASSACHUSETTS 02109

                                                                   June __, 1998

To the Shareholders:

     Enclosed you will find several documents furnished to you in connection
with a special meeting of the shareholders of Marquis Funds (the "Trust"),
Institutional Money Market Fund ("Marquis Institutional"), Treasury Securities
Money Market Fund ("Marquis Treasury Securities"), Tax-Exempt Money Market Fund
("Marquis Tax-Exempt"), Government Securities Fund ("Marquis Government"),
Strategic Income Bond Fund ("Marquis Strategic Income"), Louisiana Tax-Free
Income Fund ("Marquis Louisiana"), Balanced Fund ("Marquis Balanced"), Value
Equity Fund ("Marquis Value"), Growth Equity Fund ("Marquis Growth"), Small Cap
Equity Fund ("Marquis Small Cap"), and International Equity Fund ("Marquis
International"), (collectively, the "Marquis Funds").  The meeting will be held
at the offices of SEI Investments Company at One Freedom Valley Road, Oaks,
Pennsylvania, 19456 on Thursday, July 30, 1998 at 10:00 a.m. Eastern time. We
hope this material will receive your immediate attention and that, if you cannot
attend the meeting in person, you will vote your proxy promptly.

     The Trustees of the Trust are recommending that shareholders of each
Marquis Fund approve a reorganization in which Marquis Institutional, Marquis
Treasury Securities, Marquis Tax-Exempt, Marquis Government, Marquis Strategic
Income, Marquis Louisiana, Marquis Balanced, Marquis Value, Marquis Growth,
Marquis Small Cap, and Marquis International will transfer all of their assets
to The One Group Treasury Only Money Market Fund, The One Group U.S. Treasury
Securities Money Market Fund, The One Group Municipal Money Market Fund, The One
Group Government Bond Fund, The One Group Income Bond Fund, The One Group
Louisiana Municipal Bond Fund, The One Group Asset Allocation Fund, The One
Group Disciplined Value Fund, The One Group Growth Opportunities Fund, The One
Group Small Capitalization Fund, and The One Group International Equity Index
Fund (collectively, the "One Group Funds"), respectively, in return for Class A,
Class B, and Fiduciary Class shares of the corresponding One Group Funds. At the
same time, the One Group Funds will assume all of the liabilities of the Marquis
Funds. After the transfer, shares of the One Group Funds will be distributed to
the corresponding Marquis Funds' shareholders and the Marquis Funds will be
liquidated.

     As a result of these transactions, shares of your Marquis Fund would, in
effect, be exchanged at net asset value and on a tax-free basis for shares of a
corresponding One Group Fund.  If you own  shares of the Marquis Funds and are a
financial organization authorized to act in a fiduciary, advisory, custodial or
similar capacity, or you own Trust Class shares, you will receive One Group
Fiduciary Class Shares.  If you otherwise own Marquis Class A, Retail Class or
Cash Sweep Class shares, you will receive One Group Class A Shares.
Shareholders holding Marquis Class B Shares will receive One Group Class B
shares.  If you are invested in Marquis Institutional, you will receive shares
of One Group Treasury Only Money Market Fund.

     We believe that the proposed transaction offers shareholders of Marquis
Funds the opportunity to pursue similar investment objectives in a more
efficient manner and with greater economies of scale.

     THE TRUSTEES BELIEVE THAT THE PROPOSED COMBINATION OF MARQUIS
INSTITUTIONAL, MARQUIS TREASURY SECURITIES, MARQUIS TAX-EXEMPT, MARQUIS
GOVERNMENT, MARQUIS STRATEGIC INCOME, MARQUIS LOUISIANA, MARQUIS BALANCED,
MARQUIS VALUE, MARQUIS GROWTH, MARQUIS SMALL CAP, AND MARQUIS INTERNATIONAL WITH
THE ONE GROUP TREASURY ONLY MONEY MARKET FUND, THE ONE GROUP U.S. TREASURY
SECURITIES MONEY MARKET FUND, THE ONE GROUP MUNICIPAL MONEY MARKET FUND, THE ONE
GROUP GOVERNMENT BOND FUND, THE ONE GROUP INCOME BOND FUND, THE ONE GROUP
LOUISIANA BOND FUND, THE ONE GROUP ASSET ALLOCATION FUND, THE ONE GROUP VALUE
GROWTH FUND, ONE GROUP GROWTH OPPORTUNITIES FUND, THE ONE GROUP SMALL
CAPITALIZATION FUND, AND THE ONE


<PAGE>


GROUP INTERNATIONAL INDEX FUND, RESPECTIVELY, IS IN THE BEST INTERESTS OF THE
MARQUIS FUNDS AND THEIR SHAREHOLDERS AND RECOMMEND THAT YOU VOTE IN FAVOR OF
SUCH PROPOSAL.

     The Notice of Special Meeting of Shareholders, the accompanying Combined
Prospectus/Proxy Statement, Prospectuses for the One Group Funds, Prospectuses
for the Marquis Funds, and the form of proxy are enclosed. Please read these
documents carefully. If you are unable to attend the meeting in person, we urge
you to sign, date, and return the proxy card so that your shares may be voted in
accordance with your instructions.

                                   Sincerely

                               /s/ Mark E. Nagle
                                   -------------

                                   Mark E. Nagle
                                   President

<PAGE>


                                    MARQUIS FUNDS
                      NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of Marquis Funds

       NOTICE IS HEREBY GIVEN of a Special Meeting of Shareholders (Special
Meeting and any adjournment thereof, the "Meeting") of Marquis Funds (the
"Trust"), Institutional Money Market Fund, Treasury Securities Money Market
Fund, Tax-Exempt Money Market Fund, Government Securities Fund, Strategic Income
Bond Fund, Louisiana Tax-Free Income Fund, Balanced Fund, Value Equity Fund,
Growth Equity Fund, Small Cap Equity Fund, and International Equity Fund,
(collectively the "Marquis Funds").  The meeting will be held at the offices of
SEI Investments Company at One Freedom Valley Road, Oaks, Pennsylvania, 19456 on
Thursday, July 30, 1998 at 10:00 a.m. Eastern time, for the following purpose:

       1.      To approve an Agreement and Plan of Reorganization pursuant
               to which Institutional Money Market Fund, Treasury
               Securities Money Market Fund, Tax-Exempt Money Market Fund,
               Government Securities Equity Fund, Strategic Income Fund,
               Louisiana Tax-Free Income Fund, Balanced Fund, Value Equity
               Fund, Growth Equity Fund, Small Cap Fund, and International
               Equity Fund will transfer all of their assets to The One
               Group Treasury Only Money Market Fund, The One Group U.S.
               Treasury Securities Money Market Fund, The One Group
               Municipal Money Market Fund, The One Group Government Bond
               Fund, The One Group Income Bond Fund, The One Group
               Louisiana Municipal Bond Fund, The One Group Asset
               Allocation Fund, The One Group Disciplined Value Fund, The
               One Group Growth Opportunities Fund, The One Group Small
               Capitalization Fund, and The One Group International Equity
               Index Fund (collectively the "One Group Funds"),
               respectively, in return for Class A, Class B, and Fiduciary
               Class shares of the corresponding One Group Funds. At the
               same time, the One Group Funds will assume all of the
               liabilities of the Marquis Funds. After the transfer, shares
               of the One Group Funds will be distributed to the
               corresponding Marquis Funds' shareholders tax-free in
               liquidation of the Marquis Funds.

       2.      To transact any other business as properly comes before the
               Meeting.

       The proposed transaction is described in the attached Combined
Prospectus/Proxy Statement.  A copy of the Agreement and Plan of Reorganization
is attached as Exhibit A to the Prospectus/Proxy Statement.

       Pursuant to instructions of the Board of Trustees of the Trust, the
close of business on May 18, 1998, has been designated as the record date for
determination of shareholders entitled to notice of, and to vote at, the
Meeting.

       Each shareholder who does not expect to attend in person is requested to
date, execute, sign, and promptly return the enclosed form of proxy.

                                   By Order of the Trustees
                                   /s/John H. Grady, Jr.
                                   John H. Grady, Jr.
                                   SECRETARY
Boston, Massachusetts
June __, 1998

         Your prompt attention to the enclosed form of proxy will help avoid
                         the expense of additional mailings.


<PAGE>


COMBINED PROSPECTUS/PROXY STATEMENT


June __, 1998

The One Group-Registered Trademark-          Marquis Funds
3435 Stelzer Road                            2 Oliver Street
Columbus, OH 43219                           Boston, MA 02019
Tel. No. 1-800-480-4111                      Tel. No. 1-800-471-1144

                         COMBINED PROSPECTUS/PROXY STATEMENT

       This Combined Prospectus/Proxy Statement is furnished in connection with
the solicitation of proxies from the shareholders of the following Marquis
Funds:

Institutional Money Market Fund ("Marquis Institutional")
Treasury Securities Money Market Fund ("Marquis Treasury Securities")
Tax-Exempt Money Market Fund ("Marquis Tax-Exempt")
Government Securities Fund ("Marquis Government")
Strategic Income Fund ("Marquis Strategic Income")
Louisiana Tax-Free Income Fund ("Marquis Louisiana")
Balanced Fund ("Marquis Balanced")
Value Equity Fund ("Marquis Value")
Growth Equity Fund ("Marquis Growth")
Small Cap Fund ("Marquis Small Cap")
International Equity Fund ("Marquis International")

       The proxies will be used at a special meeting of shareholders
("Meeting") to approve an Agreement and Plan of Reorganization ("Agreement")
between Marquis Funds (the "Trust") and The One Group dated as of May 18, 1998,
a copy of which is attached as Exhibit A, and the completion of the transactions
(collectively, the "Transaction") contemplated in the Agreement. The Agreement
provides for the transfer of all the assets and liabilities of each Marquis Fund
to corresponding One Group Funds in exchange for shares of the One Group Funds
as follows:

<TABLE>
<CAPTION>
<S>                                               <C>
Shareholders of                                   Will Receive Shares of
- ---------------                                   ----------------------
Marquis Institutional Money Market Fund           The One Group Treasury Only Money Market Fund
Marquis Treasury Securities Money Market Fund     The One Group U.S. Treasury Securities Money Market Fund
Marquis Tax-Exempt Money Market Fund              The One Group Municipal Money Market Fund
Marquis Government Securities Fund                The One Group Government Bond Fund
Marquis Strategic Income Fund                     The One Group Income Bond Fund
Marquis Louisiana Tax-Free Income Fund            The One Group Louisiana Municipal Bond Fund
Marquis Balanced Fund                             The One Group Asset Allocation Fund
Marquis Value Equity Fund                         The One Group Disciplined Value Fund
Marquis Growth Equity Fund                        The One Group Growth Opportunities Fund
Marquis Small Cap Fund                            The One Group Small Capitalization Fund
Marquis International Equity Fund                 The One Group International Equity Index Fund
</TABLE>


       Following the transfer of assets, shares of each One Group Fund will be
distributed to shareholders of each corresponding Marquis Fund. The Marquis
Funds will then be dissolved and liquidated. As a result of the transactions,
you will receive on a tax-free basis, a number of full and fractional shares of
the corresponding One Group Fund equal at the date of the exchange to the value
of your share of the net assets of each Marquis Fund in which you were invested.

       If you own Class A shares of the Marquis Funds and are a financial
organization authorized to act in a fiduciary, advisory, custodial or similar
capacity, or you own Trust Class shares, you will receive One Group Fiduciary
Class


                                          4
<PAGE>


Shares.  If you own otherwise Marquis Class A, Retail Class or Cash Sweep Class
shares, you will receive One Group Class A Shares.  Shareholders holding Marquis
Class B Shares will receive One Group Class B shares. If you are invested in
Marquis Institutional, you will receive shares of One Group Treasury Only Money
Market Fund.

       Both the Trust and The One Group are open-end management investment
companies made up of multiple series.  Each series is operated as a separate
fund.  The Trust consists of eleven such funds, while The One Group contains
forty funds, thirty-three of which are currently offered to investors.

       This Combined Prospectus/Proxy Statement explains concisely what you
should know before investing in The One Group Treasury Only Money Market Fund
("One Group Treasury Only"), The One Group U.S. Treasury Securities Money Market
Fund ("One Group Treasury Securities"), The One Group Municipal Money Market
Fund ("One Group Municipal"), The One Group Government Bond Fund ("One Group
Government"), The One Group Income Bond Fund ("One Group Income"), The One Group
Louisiana Municipal Bond Fund ("One Group Louisiana"), The One Group Asset
Allocation Fund ("One Group Asset Allocation"), The One Group Disciplined Value
Fund ("One Group Value"), The One Group Growth Opportunities Fund ("One Group
Growth"), The One Group Small Capitalization Fund ("One Group Small
Capitalization"), and The One Group International Equity Index Fund ("One Group
International Index"). Please read it carefully and keep it for future
reference.

       This Combined Prospectus/Proxy Statement is accompanied by current
prospectuses for each of The One Group Funds, which are dated November 1, 1997,
as well as the February 1, 1998 prospectuses for the Marquis Funds. These
prospectuses are incorporated into this Combined Prospectus/Proxy Statement by
reference. The current Statement of Additional Information of The One Group,
dated November 1, 1997, has been filed with the Securities and Exchange
Commission and is incorporated herein by reference. The Statement of Additional
Information of The One Group may be obtained, without charge, by writing to The
One Group Services Company, 3435 Stelzer Road, Columbus, OH 43219 or by calling
1-800-480-4111 during business hours. The current Statement of Additional
Information of Marquis Funds, dated February 1, 1998, has been filed with the
Securities and Exchange Commission and is incorporated herein by reference. The
Statement of Additional Information of Marquis Funds can be obtained without
charge by calling 1-800-471-1144.  In addition, a Statement of Additional
Information dated June __, 1998 relating to the reorganization of the Marquis
Funds described in this Combined Prospectus/Proxy Statement, has been filed with
the Securities and Exchange Commission and is incorporated herein by reference.
Such Statement of Additional Information may be obtained, without charge, by
writing or calling The One Group Services Company at the address or telephone
number provided above.

PLEASE REMEMBER THAT SHARES OF THE ONE GROUP FUNDS:
- -      ARE NOT DEPOSITS OR OBLIGATIONS, OR GUARANTEED BY BANC ONE CORPORATION
       OR ITS AFFILIATES;
- -      ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
       CORPORATION OR BY ANY FEDERAL OR STATE GOVERNMENTAL AGENCY;
- -      INVOLVE INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF THE AMOUNT
       INVESTED.

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



                                          5
<PAGE>


       NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS COMBINED PROSPECTUS/PROXY STATEMENT IN
CONNECTION WITH THE OFFER MADE BY THIS COMBINED PROSPECTUS/PROXY STATEMENT AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE ONE GROUP. THIS COMBINED PROSPECTUS/PROXY
STATEMENT DOES NOT CONSTITUTE AN OFFERING BY THE ONE GROUP IN ANY JURISDICTION
IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.

                                   TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                           PAGE
<S>                                                                        <C>
Proposal (1) Approval of the Agreement and Plan of Reorganization. .
Synopsis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
COMPARISON OF CURRENT FEES
COMPARISON OF INVESTMENT OBJECTIVES
COMPARISON OF INVESTMENT POLICIES
COMPARISON OF SHAREHOLDER POLICIES
FEDERAL INCOME TAX CONSEQUENCES
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management Discussion of Fund Performance. . . . . . . . . . . . . .
Information About the Proposed Transaction . . . . . . . . . . . . .
INTRODUCTION
TERMS OF THE PROPOSED REORGANIZATION
FEDERAL TAX OPINIONS
FEES AND EXPENSES OF THE REORGANIZATION
COMPARISON OF SHAREHOLDER RIGHTS
EXISTING AND PRO FORMA CAPITALIZATION
Voting Information . . . . . . . . . . . . . . . . . . . . . . . . .
Interests of Certain Persons in the Transaction. . . . . . . . . . .
Financial Statements . . . . . . . . . . . . . . . . . . . . . . . .
Information filed with the Securities and Exchange Commission. . . .
Plan of Reorganization . . . . . . . . . . . . . . . . . . . . . . .    Exhibit
</TABLE>

                                          6
<PAGE>


       PROPOSAL (1): APPROVAL OF THE REORGANIZATION OF THE MARQUIS FUNDS

       On May 18, 1998, the Board of Trustees ("Trustees") of the Trust
approved an Agreement and Plan of Reorganization pursuant to which Marquis
Institutional, Marquis Treasury Securities, Marquis Tax-Exempt, Marquis
Government, Marquis Strategic Income, Marquis Louisiana, Marquis Balanced,
Marquis Value, Marquis Growth, Marquis Small Cap, and Marquis International will
transfer all of their assets to One Group Treasury Only, One Group U.S. Treasury
Securities, One Group Municipal, One Group Government, One Group Income, One
Group Louisiana, One Group Asset Allocation, One Group Value, One Group Growth,
One Group Small Capitalization, and One Group International Index (collectively
the "One Group Funds"), respectively, in return for Class A, Class B, and
Fiduciary Class shares of the corresponding One Group Funds. At the same time,
the One Group Funds will assume all of the liabilities of the Marquis Funds.

       Following the transfer of assets, shares of each One Group Fund will be
distributed to shareholders of each corresponding Marquis Fund. The Marquis
Funds will then be dissolved and liquidated. As a result of the transactions,
you will receive on a tax-free basis, a number of full and fractional shares of
the corresponding One Group Fund equal at the date of the exchange to the value
of your share of the net assets of each Marquis Fund in which you were invested.

       If you own Class A shares of the Marquis Funds and are a financial
organization authorized to act in a fiduciary, advisory, custodial or similar
capacity, or you own Trust Class shares, you will receive One Group Fiduciary
Class Shares.  If you otherwise own Marquis Class A, Retail Class or Cash Sweep
Class shares, you will receive One Group Class A Shares.  Shareholders holding
Marquis Class B Shares will receive One Group Class B shares.  If you are
invested in Marquis Institutional on that date, you will receive shares of One
Group Treasury Only.

       The Trustees have concluded that participation in the proposed
transaction is in the best interests of the Marquis Funds and their
shareholders. The Trustees have further concluded that the economic interests of
shareholders of the Marquis Funds will not be diluted as a result of the
proposed transaction. In reaching this conclusion, the Trustees considered,
among other things:

       1.      The similarity of the investment objectives and policies of
               The One Group Funds with those of the Marquis Funds.

       2.      The performance of The One Group Funds as compared to the
               Marquis Funds.

       3.      The enhanced range of investment options available to
               investors in The One Group.  The One Group currently offers
               33 different funds.

       4.      The tax-free nature of the transaction.

       5.      The investment and market leverage that The One Group will
               achieve as a result of the reorganization.  Shareholders may
               benefit from the resulting economies of scale.

       6.      The expense ratios of the Marquis Funds and The One Group
               Funds.

       7.      The fact that the sales load currently charged Class B
               shareholders will not change.

       For a more complete discussion of the factors affecting the Board's
decision, please see page ___.


                                          7
<PAGE>


                                       SYNOPSIS

       This Synopsis is designed to allow you to compare the current fees,
investment objectives, policies and restrictions, and shareholder policies of
each Marquis Fund with those of the corresponding One Group Fund.  This section
is only a synopsis.  For more complete information, please read the prospectus
for each fund.

COMPARISON OF CURRENT FEES

       The following tables show the current fees for the Marquis Funds
followed by those currently charged by the corresponding One Group Fund.  If the
reorganization is approved, you would pay the fees shown for the One Group Fund
that corresponds to your current Marquis Fund and share class.  If you own Class
B shares of Marquis Funds, the Contingent Deferred Sales Charge currently
applicable to those shares (including the period of time you have held those
shares) will be applied to the One Group shares you receive in the
reorganization.  This means that the sales charge applicable to your current
Class B shares will not change.


MARQUIS INSTITUTIONAL MONEY MARKET FUND
<TABLE>
<S>                                                         <C>
SHAREHOLDER TRANSACTION EXPENSES

Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)                         None

ANNUAL OPERATING EXPENSES
(as a percentage of average net assets)

Management Fees (after fee waivers) (1)                     .04%
12b-1 Fees                                                  None
Other Expenses                                              .21%
 Total Operating Expenses (after fee waivers) (1)           .25%
</TABLE>

(1)    THE ADVISOR HAS VOLUNTARILY AGREED TO WAIVE ITS ADVISORY FEE OR
       REIMBURSE EXPENSES TO THE EXTENT NECESSARY TO KEEP "TOTAL OPERATING
       EXPENSES" FOR THE FUND FROM EXCEEDING .25%. THE ADVISOR RESERVES THE
       RIGHT TO TERMINATE ITS WAIVER AT ANY TIME IN ITS SOLE DISCRETION.
       ABSENT SUCH WAIVER, MANAGEMENT FEES FOR THE FUND WOULD BE .15% AND TOTAL
       OPERATING EXPENSES FOR THE FUND WOULD BE .36%.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment in shares of
the Fund assuming: (1) 5% annual return and (2) redemption at the end of each
time period.

<TABLE>
<CAPTION>
          1 YEAR         3 YEARS        5 YEARS        10 YEARS
<S>                      <C>            <C>            <C>
            $3             $8             $14             $32
</TABLE>

                                          8
<PAGE>


THE ONE GROUP TREASURY ONLY MONEY MARKET FUND
<TABLE>
SHAREHOLDER TRANSACTION EXPENSES(1)
<S>                                                         <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)                       None

ANNUAL OPERATING EXPENSES(2)
  (as a percentage of average daily net assets)
Investment Advisory Fees                                    .08%
Other Expenses                                              .10%
Total Fund Operating Expenses                               .18%
</TABLE>

(1)    IF YOU BUY OR SELL SHARES THROUGH A SHAREHOLDER SERVICING AGENT, YOU MAY
       BE CHARGED SEPARATE TRANSACTION FEES BY THE SHAREHOLDER SERVICING AGENT.
       IN ADDITION, A $7.00 CHARGE IS DEDUCTED FROM REDEMPTION AMOUNTS PAID BY
       WIRE.
(2)    EXPENSE INFORMATION HAS BEEN RESTATED TO REFLECT CURRENT FEES.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) 5% annual return; and (2) redemption at the end of each time
period.

<TABLE>
<CAPTION>
          1 YEAR         3 YEARS        5 YEARS        10 YEARS
<S>                      <C>            <C>            <C>
            $2             $6             $10             $23
</TABLE>

                                          9
<PAGE>


MARQUIS TREASURY SECURITIES MONEY MARKET FUND

<TABLE>
<CAPTION>

SHAREHOLDER TRANSACTION EXPENSES                                       CASH
                                                      RETAIL CLASS     SWEEP CLASS   TRUST CLASS
<S>                                                   <C>              <C>           <C>
Maximum Sales Load Imposed on Purchases                     None           None           None
Maximum Sales Load Imposed on Reinvested Dividends          None           None           None
Maximum Contingent Deferred Sales Charge                    None           None           None
Wire Redemption Fee                                         $25            $25            None
Exchange Fee                                                None           None           None

ANNUAL OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees                                             .30%           .30%           .30%
12b-1 Fees (after fee waivers) (1)                          .20%           .50%           None
Other Expenses (after fee waivers)                          .20%           .20%           .20%
Total Operating Expenses (after fee waivers) (2)            .70%          1.00%           .50%
</TABLE>


(1)    THE ADVISOR AND ADMINISTRATOR HAVE VOLUNTARILY AGREED TO WAIVE THEIR
       FEES AND THE DISTRIBUTOR HAS VOLUNTARILY AGREED TO WAIVE 12b-1 FEES TO
       THE EXTENT NECESSARY TO KEEP "TOTAL OPERATING EXPENSES" FOR THE RETAIL
       CLASS AND CASH SWEEP CLASS SHARES FROM EXCEEDING 0.70% AND 1.00%, 
       RESPECTIVELY.  THE ADVISOR, ADMINISTRATOR AND THE DISTRIBUTOR RESERVE 
       THE RIGHT TO TERMINATE THEIR WAIVERS AT ANY TIME IN THEIR SOLE 
       DISCRETION.  ABSENT SUCH WAIVERS, 12b-1 FEES FOR THE RETAIL CLASS SHARES
       OF THE FUND WOULD BE 0.25% AND FOR CASH SWEEP SHARES OF THE FUND WOULD 
       BE .75%
(2)    ABSENT THE ADVISOR'S, ADMINISTRATOR'S AND THE DISTRIBUTOR'S VOLUNTARY
       FEE WAIVERS, TOTAL OPERATING EXPENSES FOR RETAIL CLASS SHARES WOULD BE
       0.75% AND FOR CASH SWEEP CLASS SHARES WOULD BE 1.25%.

EXAMPLE

You would pay the following expenses on a $1,000 investment in the Fund 
assuming (1) 5% annual return and (2) redemption at the end of each time period:

<TABLE>
<CAPTION>
                         1 YEAR         3 YEARS        5 YEARS        10 YEARS
<S>                      <C>            <C>            <C>            <C>
Retail Class             $ 7             $22            $39            $ 87
Cash Sweep Class         $10             $32            $55            $122
Trust Class              $5              $16            $28            $63
</TABLE>

                                          10
<PAGE>


THE ONE GROUP U.S. TREASURY SECURITIES MONEY MARKET FUND
<TABLE>
<CAPTION>
                                                                       FIDUCIARY
SHAREHOLDER TRANSACTION EXPENSES(1)     CLASS A     CLASS B   CLASS C   CLASS
<S>                                    <C>          <C>       <C>      <C>
Maximum Sales Charge Imposed
  on Purchases (as a
  percentage of offering price)        None         None      None       None
Maximum Contingent Deferred
  Sales Charge (as a
  percentage of original
  purchase price or redemption
  proceeds, as applicable)             None        5.00%     1.00%       None
Redemption Fees                        None         None      None       None
Exchange Fees                          None         None      None       None

ANNUAL OPERATING EXPENSES(2)
  (as a percentage of average
  daily net assets)
Investment Advisory Fees
  (after fee waiver)(3)                .30%         .30%      .30%       .30%
12b-1 Fees (after fee waiver)(4)       .25%        1.00%     1.00%       None
Other Expenses                         .21%         .21%      .21%       .21%
Total Fund Operating Expenses
  (after fee waivers)(5)               .76%        1.51%     1.51%       .51%
</TABLE>

(1)    IF YOU BUY OR SELL SHARES THROUGH A SHAREHOLDER SERVICING AGENT, YOU MAY
       BE CHARGED SEPARATE TRANSACTION FEES BY THE SHAREHOLDER SERVICING AGENT.
       IN ADDITION, A $7.00 CHARGE IS DEDUCTED FROM REDEMPTION AMOUNTS PAID BY
       WIRE.
(2)    EXPENSE INFORMATION HAS BEEN RESTATED TO REFLECT CURRENT FEES.
(3)    WITHOUT A FEE WAIVER, INVESTMENT ADVISORY FEES WOULD BE .35% FOR ALL
       CLASSES OF SHARES.
(4)    DUE TO 12b-1 FEES, LONG-TERM CLASS A, CLASS B AND CLASS C SHAREHOLDERS
       MAY PAY MORE THAN THE EQUIVALENT OF THE MAXIMUM FRONT-END SALES CHARGES
       PERMITTED UNDER THE RULES OF THE NATIONAL ASSOCIATION OF SECURITIES
       DEALERS.
(5)    TOTAL OPERATING EXPENSES HAVE BEEN REVISED TO REFLECT FEE WAIVERS.
       WITHOUT A VOLUNTARY REDUCTION OF INVESTMENT ADVISORY AND 12b-1 FEES,
       TOTAL OPERATING EXPENSES WOULD BE .81% FOR CLASS A SHARES, 1.56% FOR
       CLASS B SHARES, 1.56% FOR CLASS C SHARES,  AND .56% FOR FIDUCIARY CLASS
       SHARES.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                $  8        $ 24       $ 42       $ 94
Class A (without fee waiver)           $  8        $ 26       $ 45       $100
Class B                                $ 65        $ 78       $102       $160
Class B (without fee waiver)           $ 66        $ 79       $105       $165
Class C                                $ 25        $ 48       $ 82       $180
Class C (without fee waiver)           $ 26        $ 49       $ 85       $186
Fiduciary Class                        $  5        $ 16       $ 29       $ 64
Fiduciary Class (without fee waiver)   $  6        $ 18       $ 31       $ 70
</TABLE>

Assuming no redemption at the end of each time period, 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                                $  8        $ 24       $ 42       $ 94
Class A (without fee waiver)           $  8        $ 26       $ 45       $100
Class B                                $ 15        $ 48       $ 82       $160
Class B (without fee waiver)           $ 16        $ 49       $ 85       $165
Class C                                $ 15        $ 48       $ 82       $180
Class C (without fee waiver)           $ 16        $ 49       $ 85       $186
Fiduciary Class                        $  5        $ 16       $ 29       $ 64
Fiduciary Class (without fee waiver)   $  6        $ 18       $ 31       $ 70
</TABLE>

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

                                          11
<PAGE>


MARQUIS TAX EXEMPT MONEY MARKET FUND

<TABLE>
<CAPTION>

SHAREHOLDER TRANSACTION EXPENSES                       RETAIL CLASS       CASH SWEEP CLASS
<S>                                                    <C>                <C>
Maximum Sales Load Imposed on Purchases                  None                 None
Maximum Sales Load Imposed on Reinvested Dividends       None                 None
Maximum Contingent Deferred Sales Charge                 None                 None
Wire Redemption Fee                                      $25                  $25
Exchange Fee                                             None                 None

ANNUAL OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees (after fee waivers) (1)                  .44%                 .44%
12b-1 Fees (after fee waivers) (1)                       .00%                 .60%
Other Expenses (after fee waivers) (1)                   .21%                 .21%
Total Operating Expenses (after fee waivers) (2)         .65%                1.25%
</TABLE>


(1)    THE ADVISOR AND ADMINISTRATOR HAVE VOLUNTARILY AGREED TO WAIVE THEIR
       FEES AND THE DISTRIBUTOR HAS VOLUNTARILY AGREED TO WAIVE 12b-1 FEES TO
       THE EXTENT NECESSARY TO KEEP "TOTAL OPERATING EXPENSES" FOR THE RETAIL
       CLASS SHARES FROM EXCEEDING 0.65%.  THE ADVISOR, ADMINISTRATOR AND THE
       DISTRIBUTOR RESERVE THE RIGHT TO TERMINATE THEIR WAIVERS AT ANY TIME IN
       THEIR SOLE DISCRETION.  ABSENT SUCH WAIVERS, MANAGEMENT FEES WOULD BE
       0.45%, OTHER EXPENSES WOULD BE 0.25% AND THE 12b-1 FEE FOR THE RETAIL
       CLASS AND CASH SWEEP CLASS SHARES OF THE FUND WOULD BE 0.25% AND .75%,
       RESPECTIVELY.
(2)    ABSENT THE ADVISOR'S, ADMINISTRATOR'S AND THE DISTRIBUTOR'S VOLUNTARY
       FEE WAIVERS, TOTAL OPERATING EXPENSES FOR RETAIL CLASS SHARES OF THE TAX
       EXEMPT FUND WOULD BE 0.95% AND FOR CASH SWEEP CLASS SHARES WOULD BE
       1.45%.

EXAMPLE

You would pay the following expenses on a $1,000 investment in the Fund 
assuming (1) 5% annual return and (2) redemption at the end of each time period:

<TABLE>
<CAPTION>
                         1 YEAR         3 YEARS        5 YEARS        10 YEARS
<S>                      <C>            <C>            <C>            <C>
Retail Class               $ 7            $21            $36            $ 81
Cash Sweep Class           $13            $40            $69            $151
</TABLE>

                                          12
<PAGE>


THE ONE GROUP MUNICIPAL MONEY MARKET FUND

<TABLE>
<CAPTION>
                                                                      FIDUCIARY
SHAREHOLDER TRANSACTION EXPENSES(1)             CLASS A     CLASS C     CLASS
<S>                                             <C>         <C>       <C>
Maximum Sales Charge Imposed on Purchases
   (as a percentage of offering price)          None         None      None
Maximum Contingent Deferred Sales Charge
   (as a percentage of original purchase
   price or redemption proceeds, as
 applicable)                                    None        1.00%      None
Redemption Fees                                 None         None      None
Exchange Fees                                   None         None      None

ANNUAL OPERATING EXPENSES(2)
   (as a percentage of average daily
   net assets)
Investment Advisory Fees (after fee
 waiver)(3)                                     .25%         .25%      .25%
12b-1 Fees(4)                                   .25%        1.00%      None
Other Expenses                                  .25%         .25%      .25%
Total Fund Operating Expenses (after
 fee waiver)(5)                                 .75%        1.50%      .50%
</TABLE>

(1)    IF YOU BUY OR SELL SHARES THROUGH A SHAREHOLDER SERVICING AGENT, YOU MAY
       BE CHARGED SEPARATE TRANSACTION FEES BY THE SHAREHOLDER SERVICING AGENT.
       IN ADDITION, A $7.00 CHARGE IS DEDUCTED FROM REDEMPTION AMOUNTS PAID BY
       WIRE.
(2)    EXPENSE INFORMATION HAS BEEN RESTATED TO REFLECT CURRENT FEES.
(3)    WITHOUT A FEE WAIVER, INVESTMENT ADVISORY FEES WOULD BE .35% FOR ALL
       CLASSES OF SHARES.
(4)    DUE TO 12b-1 FEES, LONG-TERM CLASS A AND CLASS C SHAREHOLDERS MAY PAY
       MORE THAN THE EQUIVALENT OF THE MAXIMUM FRONT-END SALES CHARGES
       PERMITTED UNDER THE RULES OF THE NATIONAL ASSOCIATION OF SECURITIES
       DEALERS.
(5)    TOTAL OPERATING EXPENSES HAVE BEEN REVISED TO REFLECT FEE WAIVERS.
       WITHOUT A VOLUNTARY REDUCTION OF INVESTMENT ADVISORY FEES, TOTAL
       OPERATING EXPENSES WOULD BE .85% FOR CLASS A SHARES, 1.60% FOR CLASS C
       SHARES AND .60% FOR FIDUCIARY CLASS SHARES.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                $  8        $ 24       $ 42       $ 93
Class A (without fee waiver)           $  9        $ 27       $ 47       $105
Class C                                $ 25        $ 47       $ 82       $179
Class C (without fee waiver)           $ 26        $ 50       $ 87       $190
Fiduciary Class                        $  5        $ 16       $ 28       $ 63
Fiduciary Class (without fee waiver)   $  6        $ 19       $ 33       $ 75
</TABLE>

Assuming no redemption at the end of each time period, 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                                $  8        $ 24       $ 42       $ 93
Class A (without fee waiver)           $  9        $ 27       $ 47       $105
Class C                                $ 15        $ 47       $ 82       $179
Class C (without fee waiver)           $ 16        $ 50       $ 87       $190
Fiduciary Class                        $  5        $ 16       $ 28       $ 63
Fiduciary Class (without fee waiver)   $  6        $ 19       $ 33       $ 75
</TABLE>

                                          13
<PAGE>


MARQUIS GOVERNMENT SECURITIES

<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES                            CLASS A      CLASS B
<S>                                                         <C>          <C>
Maximum Sales Load Imposed on Purchases
   (as a percentage of offering price)                        3.50%       None
Maximum Sales Load Imposed on Reinvested
   Dividends (as a percentage of offering price)              None        None
*Maximum Contingent Deferred Sales Charge
   (as a percentage of original purchase price or
    redemption proceeds, as applicable)                       None        3.50%
Wire Redemption Fee                                           $25         $25
Exchange Fee                                                  None        None

ANNUAL OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees (after fee waivers) (1)                       .51%        .51%
12b-1 Fees                                                    None        .75%
Other Expenses (after expense  reimbursements) (1)            .19%        .19%
Total Operating Expenses (after fee waivers) (2)              .70%       1.45%
</TABLE>

(1)    THE ADVISOR HAS VOLUNTARILY AGREED TO WAIVE ITS FEE, AND THE
       ADMINISTRATOR HAS VOLUNTARILY AGREED TO REIMBURSE OTHER EXPENSES, TO THE
       EXTENT NECESSARY TO KEEP TOTAL OPERATING EXPENSES FROM EXCEEDING .70%
       FOR CLASS A SHARES AND 1.45% FOR CLASS B SHARES.  ABSENT SUCH WAIVERS,
       MANAGEMENT FEES WOULD BE .55%.  ABSENT EXPENSE REIMBURSEMENTS, OTHER
       EXPENSES WOULD BE .21%.
(2)    ABSENT THE ADVISOR'S VOLUNTARY FEE WAIVER AND THE ADMINISTRATOR'S
       VOLUNTARY FEE REIMBURSEMENT, TOTAL OPERATING EXPENSES FOR CLASS A SHARES
       WOULD BE .76% AND FOR CLASS B SHARES WOULD BE 1.51%.

*      A REDEMPTION CHARGE OF 1.00% WILL BE ASSESSED AGAINST THE PROCEEDS OF
       ANY REDEMPTION REQUEST RELATING TO CLASS A SHARES OF THE FUNDS THAT WERE
       PURCHASED WITHOUT A SALES CHARGE IN RELIANCE UPON THE WAIVER ACCORDED TO
       PURCHASES IN THE AMOUNT OF $1 MILLION OR MORE, BUT ONLY WHERE SUCH
       REDEMPTION REQUEST IS MADE WITHIN 1 YEAR OF THE DATE THE SHARES WERE
       PURCHASED.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                             $42       $57       $73        $119
Class B                             $50       $66       $84        $125
</TABLE>

Assuming no redemption at the end of each time period, 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       $57       $73        $119
Class B                             $15       $46       $79        $125
</TABLE>

                                          14
<PAGE>


THE ONE GROUP GOVERNMENT BOND FUND

<TABLE>
<CAPTION>
                                                                                      FIDUCIARY
SHAREHOLDER TRANSACTION EXPENSES(1)               CLASS A     CLASS B      CLASS C    CLASS
<S>                                               <C>         <C>          <C>        <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)             4.50%       None          None       None
Maximum Contingent Deferred Sales Charge
  (as a percentage of original
  purchase price or redemption proceeds,
  as applicable)                                   None(2)    5.00%        1.00%       None
Redemption Fees                                    None        None         None       None
Exchange Fees                                      None        None         None       None

ANNUAL OPERATING EXPENSES(3)
  (as a percentage of average daily
  net assets)
Investment Advisory Fees (after fee
  waiver)                                          .45%        .45%         .45%       .45%
12b-1 Fees (after fee waiver)(4)                   .25%        .90%         .90%       None
Other Expenses                                     .24%        .24%         .24%       .24%
Total Fund Operating Expenses (after
  fee waivers)(5)                                  .94%       1.59%        1.59%       .69%
</TABLE>

(1)   IF YOU BUY OR SELL SHARES THROUGH A SHAREHOLDER SERVICING AGENT, YOU MAY
      BE CHARGED SEPARATE TRANSACTION FEES BY THE SHAREHOLDER SERVICING AGENT.
      IN ADDITION, A $7.00 CHARGE IS DEDUCTED FROM REDEMPTION AMOUNTS PAID BY
      WIRE.
(2)   EXCEPT FOR PURCHASES OF $1 MILLION OR MORE.  PLEASE SEE "SALES CHARGES."
(3)   EXPENSE INFORMATION HAS BEEN RESTATED TO REFLECT CURRENT FEES.
(4)   DUE TO 12b-1 FEES, LONG-TERM CLASS A, CLASS B AND CLASS C SHAREHOLDERS
      MAY PAY MORE THAN THE EQUIVALENT OF THE MAXIMUM FRONT-END SALES CHARGES
      PERMITTED BY THE RULES OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS.
      WITHOUT THE VOLUNTARY WAIVER OF FEES, 12b-1 FEES WOULD BE .35% FOR
      CLASS A SHARES AND 1.00%  FOR CLASS B AND CLASS C SHARES.
(5)   WITHOUT THE VOLUNTARY REDUCTION OF INVESTMENT ADVISORY AND 12b-1 FEES,
      TOTAL OPERATING EXPENSES WOULD BE 1.04% FOR CLASS A SHARES, AND 1.69% FOR
      CLASS B AND CLASS C SHARES.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                    $54       $74       $ 95       $155
Class A (without fee waivers)              $55       $77       $100       $166
Class B                                    $66       $80       $107       $172
Class B (without fee waivers)              $67       $83       $112       $183
Class C                                    $26       $50       $ 87       $189
Class C (without fee waivers)              $27       $53       $ 92       $200
Fiduciary Class                            $ 7       $22       $ 38       $ 86
Fiduciary Class (without fee waiver)       $ 7       $22       $ 38       $ 86
</TABLE>

Assuming no redemption at the end of each time period, 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                                    $54       $74       $ 95       $155
Class A (without fee waivers)              $55       $77       $100       $168
Class B                                    $16       $50       $ 87       $172
Class B (without fee waivers)              $17       $53       $ 92       $183
Class C                                    $16       $50       $ 87       $189
Class C (without fee waivers)              $17       $53       $ 92       $200
Fiduciary Class                            $ 7       $22       $ 38       $ 86
Fiduciary Class (without fee waiver)       $ 7       $22       $ 38       $ 86
</TABLE>

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

                                          15
<PAGE>

MARQUIS STRATEGIC INCOME BOND FUND

<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES                        CLASS A         CLASS B
<S>                                                     <C>             <C>
Maximum Sales Load Imposed on Purchases
   (as a percentage of offering price)                   3.50%           None
Maximum Sales Load Imposed on Reinvested
   Dividends (as a percentage of offering price)         None            None
*Maximum Contingent Deferred Sales Charge
   (as a percentage of original purchase price or
   redemption proceeds, as applicable)                   None            3.50%
Wire Redemption Fee                                      $25             $25
Exchange Fee                                             None            None

ANNUAL OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees (after fee waivers) (1)                  .31%            .31%
12b-1 Fees                                               None            .75%
Other Expenses (after expense
  reimbursements) (1)                                    .59%            .59%
Total Operating Expenses (after
  fee waivers) (2)                                       .90%           1.65%
</TABLE>

(1)    THE ADVISOR HAS VOLUNTARILY AGREED TO WAIVE ITS FEE, AND THE
       ADMINISTRATOR HAS VOLUNTARILY AGREED TO REIMBURSE OTHER EXPENSES, TO THE
       EXTENT NECESSARY TO KEEP TOTAL OPERATING EXPENSES FROM EXCEEDING .90%
       FOR CLASS A SHARES AND 1.65% FOR CLASS B SHARES.  ABSENT SUCH WAIVERS,
       MANAGEMENT FEES WOULD BE .74%.  ABSENT EXPENSE REIMBURSEMENTS, OTHER
       EXPENSES WOULD BE .69%.
(2)    ABSENT THE ADVISOR'S VOLUNTARY FEE WAIVER AND THE ADMINISTRATOR'S
       VOLUNTARY FEE REIMBURSEMENT, TOTAL OPERATING EXPENSES FOR CLASS A SHARES
       WOULD BE 1.43% AND FOR CLASS B SHARES WOULD BE 2.13%..

*      A redemption charge of 1.00% will be assessed against the proceeds of
       any redemption request relating to Class A shares of the Funds that were
       purchased without a sales charge in reliance upon the waiver accorded to
       purchases in the amount of $1 million or more, but only where such
       redemption request is made within 1 year of the date the shares were
       purchased.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                        $44       $63       N/A        N/A
Class B                        $52       $72       N/A        N/A
</TABLE>

Assuming no redemption at the end of each time period, 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                        $44       $63       N/A        N/A
Class B                        $17       $52       N/A        N/A
</TABLE>

                                          16
<PAGE>


THE ONE GROUP INCOME BOND FUND

<TABLE>
<CAPTION>

                                                                               FIDUCIARY
SHAREHOLDER TRANSACTION EXPENSES(1)              CLASS A   CLASS B   CLASS C   CLASS
<S>                                              <C>       <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)             4.50%     None      None      None
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase
  price or redemption proceeds, as
  applicable)                                     None(2)   5.00%     1.00%     None
Redemption Fees                                   None      None      None      None
Exchange Fees                                     None      None      None      None

ANNUAL OPERATING EXPENSES(3)
  (as a percentage of average daily net
  assets)
Investment Advisory Fees (after fee
  waiver)(4)                                      .40%       .40%      .40%     .40%
12b-1 Fees (after fee waiver)(5)                  .25%       .90%      .90%     None
Other Expenses                                    .22%       .22%      .22%     .22%
Total Fund Operating Expenses
  (after fee waiver)(6)                           .87%      1.52%     1.52%     .62%
</TABLE>


(1)    IF YOU BUY OR SELL SHARES THROUGH A SHAREHOLDER SERVICING AGENT, YOU MAY
       BE CHARGED SEPARATE TRANSACTION FEES BY THE SHAREHOLDER SERVICING AGENT.
       IN ADDITION, A $7.00 CHARGE IS DEDUCTED FROM REDEMPTION AMOUNTS PAID BY
       WIRE.
(2)    EXCEPT FOR PURCHASES OF $1 MILLION OR MORE.  PLEASE SEE "SALES CHARGES."
(3)    EXPENSE INFORMATION HAS BEEN RESTATED TO REFLECT CURRENT FEES.
(4)    WITHOUT THE FEE WAIVER, INVESTMENT ADVISORY FEES WOULD BE .60% FOR ALL
       CLASSES OF SHARES.
(5)    DUE TO 12b-1 FEES, LONG-TERM CLASS A, CLASS B AND CLASS C SHAREHOLDERS
       MAY PAY MORE THAN THE EQUIVALENT OF THE MAXIMUM FRONT-END SALES CHARGES
       PERMITTED BY THE RULES OF THE NATIONAL ASSOCIATION OF SECURITIES
       DEALERS.  WITHOUT THE VOLUNTARY WAIVER OF FEES, 12b-1 FEES WOULD BE .35%
       FOR CLASS A SHARES AND 1.00% FOR CLASS B AND CLASS C SHARES.
(6)    WITHOUT THE VOLUNTARY REDUCTION OF INVESTMENT ADVISORY AND 12b-1 FEES,
       TOTAL OPERATING EXPENSES WOULD BE 1.17% FOR CLASS A SHARES, 1.82% FOR
       CLASS B SHARES, 1.82% FOR CLASS C SHARES AND .82% FOR FIDUCIARY CLASS
       SHARES.
EXAMPLE

An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                    $53       $72       $ 91       $147
Class A (without fee waivers)              $56       $80       $106       $181
Class B                                    $65       $78       $103       $164
Class B (without fee waivers)              $68       $87       $119       $197
Class C                                    $25       $48       $ 83       $181
Class C (without fee waivers)              $28       $57       $ 99       $214
Fiduciary Class                            $ 6       $20       $ 35       $ 77
Fiduciary Class (without fee waiver)       $ 8       $26       $ 46       $101
</TABLE>

Assuming no redemption at the end of each time period, 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                                    $53       $72       $ 91       $147
Class A (without fee waivers)              $56       $80       $106       $181
Class B                                    $15       $48       $ 83       $164
Class B (without fee waivers)              $18       $57       $ 99       $197
Class C                                    $15       $48       $ 83       $181
Class C (without fee waivers)              $18       $57       $ 99       $214
Fiduciary Class                            $ 6       $20       $ 35       $ 77
Fiduciary Class (without fee waiver)       $ 8       $26       $ 46       $101
</TABLE>

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


                                          17
<PAGE>


MARQUIS LOUISIANA TAX-FREE INCOME FUND

<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES                        CLASS A         CLASS B
<S>                                                     <C>             <C>
Maximum Sales Load Imposed on Purchases
   (as a percentage of offering price)                   3.50%           None
Maximum Sales Load Imposed on Reinvested
   Dividends (as a percentage of offering price)         None            None
*Maximum Contingent Deferred Sales Charge
   (as a percentage of original purchase price or
    redemption proceeds, as applicable)                  None            3.50%
Wire Redemption Fee                                      $25             $25
Exchange Fee                                             None            None

ANNUAL OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees                                          .35%             .35%
12b-1 Fees                                               None             .75%
Other Expenses                                           .30%             .30%
Total Operating Expenses                                 .65%            1.40%
</TABLE>

*      A redemption charge of 1.00% will be assessed against the proceeds of
       any redemption request relating to Class A shares of the Funds that were
       purchased without a sales charge in reliance upon the waiver accorded to
       purchases in the amount of $1 million or more, but only where such
       redemption request is made within 1 year of the date the shares were
       purchased.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                        $41       $55       $70        $113
Class B                        $49       $64       $82        $119
</TABLE>

Assuming no redemption at the end of each time period, 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                        $41       $55       $70        $113
Class B                        $14       $44       $77        $119
</TABLE>

                                          18
<PAGE>


THE ONE GROUP LOUISIANA MUNICIPAL BOND FUND

<TABLE>
<CAPTION>
                                                                               FIDUCIARY
SHAREHOLDER TRANSACTION EXPENSES(1)              CLASS A   CLASS B   CLASS C   CLASS
<S>                                              <C>       <C>       <C>       <C>

Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)             4.50%      None      None     None
Maximum Contingent Deferred Sales Charge
  (as a percentage of original
  purchase price or redemption
  proceeds, as applicable)                        None(2)   5.00%     1.00%     None
Redemption Fees                                   None       None      None     None
Exchange Fees                                     None       None      None     None
ANNUAL OPERATING EXPENSES(3)
  (as a percentage of average
  daily net assets)
Investment Advisory Fees (after fee waiver)(4)     .40%      .40%      .40%     .40%
12b-1 Fees (after fee waiver)(5)                   .25%      .90%      .90%     None
Other Expenses                                     .32%      .32%      .32%     .32%
Total Fund Operating Expenses
  (after fee waivers)(6)                           .97%     1.62%     1.62%     .72%
</TABLE>


(1)    IF YOU BUY OR SELL SHARES THROUGH A SHAREHOLDER SERVICING AGENT, YOU MAY
       BE CHARGED SEPARATE TRANSACTION FEES BY THE SHAREHOLDER SERVICING AGENT.
       IN ADDITION, A $7.00 CHARGE IS DEDUCTED FROM REDEMPTION AMOUNTS PAID BY
       WIRE.
(2)    EXCEPT FOR PURCHASES OF $1 MILLION OR MORE.  PLEASE SEE "SALES CHARGES."
(3)    EXPENSE INFORMATION HAS BEEN RESTATED TO REFLECT CURRENT FEES.
(4)    WITHOUT THE FEE WAIVER, INVESTMENT ADVISORY FEES WOULD BE .60% FOR ALL
       CLASSES OF SHARES.
(5)    DUE TO 12b-1 FEES, LONG-TERM CLASS A, CLASS B AND CLASS C SHAREHOLDERS
       MAY PAY MORE THAN THE EQUIVALENT OF THE MAXIMUM FRONT-END SALES CHARGES
       PERMITTED BY THE RULES OF THE NATIONAL ASSOCIATION OF SECURITIES
       DEALERS.  WITHOUT THE VOLUNTARY WAIVER OF FEES, 12b-1 FEES WOULD BE .35%
       FOR CLASS A SHARES AND 1.00% FOR CLASS B AND CLASS C SHARES.
(6)    WITHOUT THE VOLUNTARY REDUCTION OF INVESTMENT ADVISORY AND 12b-1 FEES,
       TOTAL OPERATING EXPENSES WOULD BE 1.27% FOR CLASS A SHARES, 1.92% FOR
       CLASS B SHARES, 1.92% FOR CLASS C SHARES AND .92% FOR FIDUCIARY CLASS
       SHARES.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                    $54       $75       $ 96       $159
Class A (without fee waivers)              $57       $83       $112       $191
Class B                                    $66       $81       $108       $175
Class B (without fee waivers)              $69       $90       $124       $207
Class C                                    $26       $51       $ 88       $192
Class C (without fee waivers)              $29       $60       $104       $224
Fiduciary Class                            $ 7       $23       $ 40       $ 89
Fiduciary Class (without fee waiver)       $ 9       $29       $ 51       $113
</TABLE>

Assuming no redemption at the end of each time period, 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                                    $54       $75       $ 96       $159
Class A (without fee waivers)              $57       $83       $112       $191
Class B                                    $16       $51       $ 88       $175
Class B (without fee waivers)              $19       $60       $104       $207
Class C                                    $16       $51       $ 88       $192
Class C (without fee waivers)              $19       $60       $104       $224
Fiduciary Class                            $ 7       $23       $ 40       $ 89
Fiduciary Class (without fee waiver)       $ 9       $29       $ 51       $113
</TABLE>

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


                                          19
<PAGE>


MARQUIS BALANCED FUND

<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES                        CLASS A         CLASS B
<S>                                                     <C>             <C>
Maximum Sales Load Imposed on Purchases
   (as a percentage of offering price)                   3.50%           None
Maximum Sales Load Imposed on Reinvested
   Dividends (as a percentage of offering price)         None            None
*Maximum Contingent Deferred Sales Charge
   (as a percentage of original purchase price or
   redemption proceeds, as applicable)                   None            3.50%
Wire Redemption Fee                                      $25             $25
Exchange Fee                                             None            None

ANNUAL OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees (after fee waivers) (1)                   .71%            .71%
12b-1 Fees                                                None            .75%
Other Expenses (after expense reimbursements) (1)         .19%            .19%
Total Operating Expenses (after fee waivers) (2)          .90%           1.65%
</TABLE>

(1)    THE ADVISOR HAS VOLUNTARILY AGREED TO WAIVE ITS FEE, AND THE
       ADMINISTRATOR HAS VOLUNTARILY AGREED TO REIMBURSE OTHER EXPENSES, TO THE
       EXTENT NECESSARY TO KEEP TOTAL OPERATING EXPENSES FROM EXCEEDING .90%
       FOR CLASS A SHARES AND 1.65% FOR CLASS B SHARES.  ABSENT SUCH WAIVERS,
       MANAGEMENT FEES WOULD BE .74%.  ABSENT EXPENSE REIMBURSEMENTS, OTHER
       EXPENSES WOULD BE .22%.THE BALANCED FUND.
(2)    ABSENT THE ADVISOR'S VOLUNTARY FEE WAIVER AND THE ADMINISTRATOR'S
       VOLUNTARY FEE REIMBURSEMENT, TOTAL OPERATING EXPENSES FOR CLASS A SHARES
       WOULD BE .96% AND FOR CLASS B SHARES WOULD BE 1.71%..


*      A redemption charge of 1.00% will be assessed against the proceeds of
       any redemption request relating to Class A shares of the Funds that were
       purchased without a sales charge in reliance upon the waiver accorded to
       purchases in the amount of $1 million or more, but only where such
       redemption request is made within 1 year of the date the shares were
       purchased.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                        $44       $63       $83        $142
Class B                        $52       $72       $95        $147
</TABLE>

Assuming no redemption at the end of each time period, 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                        $44       $63       $83        $142
Class B                        $17       $52       $90        $147
</TABLE>

(1)    The Advisor has voluntarily agreed to waive its fee, and the
       Administrator has voluntarily agreed to reimburse Other Expenses, to the
       extent necessary to keep Total Operating Expenses from exceeding 1.65%
       for the Balanced Fund.
(2)    Absent the Advisor's voluntary fee waiver and the Administrator's
       voluntary fee reimbursement, Total Operating Expenses for Class B shares
       would be as follows: Balanced Fund - 1.71 %.


                                          20
<PAGE>


THE ONE GROUP ASSET ALLOCATION

<TABLE>
<CAPTION>
                                                                               FIDUCIARY
SHAREHOLDER TRANSACTION EXPENSES(1)              CLASS A   CLASS B   CLASS C   CLASS
<S>                                              <C>       <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)             4.50%     None      None      None

Maximum Contingent Deferred Sales Charge
  (as a percentage of original
  purchase price or redemption proceeds,
  as applicable)                                  None(2)   5.00%     1.00%     None
Redemption Fees                                   None      None      None      None
Exchange Fees                                     None      None      None      None

ANNUAL OPERATING EXPENSES(3)
  (as a percentage of average daily
  net assets)
Investment Advisory Fees (after fee
  waiver)(4)                                       .55%      .55%      .55%     .55%
12b-1 Fees (after fee waiver)(5)                   .25%     1.00%     1.00%     None
Other Expenses                                     .40%      .40%      .40%     .40%
Total Fund Operating Expenses
  (after fee waivers)(6)                          1.20%     1.95%     1.95%     .95%
</TABLE>


(1)    IF YOU BUY OR SELL SHARES THROUGH A SHAREHOLDER SERVICING AGENT, YOU MAY
       BE CHARGED SEPARATE TRANSACTION FEES BY THE SHAREHOLDER SERVICING AGENT.
       IN ADDITION, A $7.00 CHARGE IS DEDUCTED FROM THE REDEMPTION AMOUNTS PAID
       BY WIRE.
(2)    EXCEPT FOR PURCHASES OF $1 MILLION OR MORE.  PLEASE SEE "SALES CHARGES."
(3)    EXPENSE INFORMATION HAS BEEN RESTATED TO REFLECT CURRENT FEES.
(4)    WITHOUT THE FEE WAIVER, INVESTMENT ADVISORY FEES WOULD BE .65% FOR ALL
       CLASSES OF SHARES.
(5)    DUE TO 12b-1 FEES, LONG-TERM CLASS A, CLASS B AND CLASS C SHAREHOLDERS
       MAY PAY MORE THAN THE EQUIVALENT OF THE MAXIMUM FRONT-END SALES CHARGES
       PERMITTED BY THE RULES OF THE NATIONAL ASSOCIATION OF SECURITIES
       DEALERS.  WITHOUT THE VOLUNTARY WAIVER, 12b-1 FEES WOULD BE .35% FOR
       CLASS A SHARES.
(6)    TOTAL OPERATING EXPENSES HAVE BEEN REVISED TO REFLECT FEE WAIVERS.
       WITHOUT THE VOLUNTARY REDUCTION OF INVESTMENT ADVISORY AND 12b-1 FEES,
       TOTAL OPERATING EXPENSES WOULD BE 1.40% FOR CLASS A SHARES, 2.05% FOR
       CLASS B SHARES, 2.05% FOR CLASS C SHARES AND 1.05% FOR FIDUCIARY CLASS
       SHARES.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                    $ 57      $ 81      $108       $184
Class A (without fee waivers)              $ 59      $ 87      $118       $205
Class B                                    $ 70      $ 91      $125       $208
Class B (without fee waiver)               $ 71      $ 94      $130       $221
Class C                                    $ 30      $ 61      $105       $227
Class C (without fee waiver)               $ 31      $ 64      $110       $238
Fiduciary Class                            $ 10      $ 30      $ 53       $117
Fiduciary Class (without fee waiver)       $ 11      $ 33      $ 58       $128
</TABLE>

Assuming no redemption the end of each time period, 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                                    $ 57      $ 81      $108       $184
Class A (without fee waivers)              $ 59      $ 87      $118       $205
Class B                                    $ 20      $ 61      $105       $208
Class B (without fee waiver)               $ 21      $ 64      $110       $221
Class C                                    $ 20      $ 61      $105       $227
Class C (without fee waiver)               $ 21      $ 64      $110       $238
Fiduciary Class                            $ 10      $ 30      $ 53       $117
Fiduciary Class (without fee waiver)       $ 11      $ 33      $ 58       $128
</TABLE>

/Class B shares automatically convert to Class A shares after eight (8) years.
Therefore, the "10 years" examples above reflect this conversion.


                                          21
<PAGE>


MARQUIS VALUE EQUITY FUND

<TABLE>
<CAPTION>
Shareholder Transaction Expenses                        CLASS A         CLASS B
<S>                                                     <C>             <C>
Maximum Sales Load Imposed on Purchases
   (as a percentage of offering price)                   3.50%           None
Maximum Sales Load Imposed on Reinvested
   Dividends (as a percentage of offering price)         None            None
*Maximum Contingent Deferred Sales Charge
   (as a percentage of original purchase price or
   redemption proceeds, as applicable)                   None            3.50%
Wire Redemption Fee                                      $25             $25
Exchange Fee                                             None            None

ANNUAL OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees (after fee waivers) (1)                  .74%            .74%
12b-1 Fees                                               None            .75%
Other Expenses (after expense reimbursements) (1)        .26%            .26%
Total Operating Expenses (after fee waivers) (2)        1.00%           1.75%
</TABLE>

(1)    THE ADVISOR HAS VOLUNTARILY AGREED TO WAIVE ITS FEE, AND THE
       ADMINISTRATOR HAS VOLUNTARILY AGREED TO REIMBURSE OTHER EXPENSES, TO THE
       EXTENT NECESSARY TO KEEP TOTAL OPERATING EXPENSES FROM EXCEEDING 1.00%
       FOR CLASS A SHARES AND 1.75% FOR CLASS B SHARES.  ABSENT EXPENSE
       REIMBURSEMENTS, OTHER EXPENSES WOULD BE .26%.
(2)    ABSENT THE ADVISOR'S VOLUNTARY FEE WAIVER AND THE ADMINISTRATOR'S
       VOLUNTARY FEE REIMBURSEMENT, TOTAL OPERATING EXPENSES FOR CLASS A SHARES
       WOULD BE 1.00% AND FOR CLASS B SHARES WOULD BE 1.75%.

*      A redemption charge of 1.00% will be assessed against the proceeds of
       any redemption request relating to Class A shares of the Funds that were
       purchased without a sales charge in reliance upon the waiver accorded to
       purchases in the amount of $1 million or more, but only where such
       redemption request is made within 1 year of the date the shares were
       purchased.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                        $45       $66       $ 88       $153
Class B                        $53       $75       $100       $159
</TABLE>

Assuming no redemption at the end of each time period, 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                        $45       $66       $ 88       $153
Class B                        $18       $55       $ 95       $159
</TABLE>

                                          22
<PAGE>

THE ONE GROUP DISCIPLINED VALUE FUND

<TABLE>
<CAPTION>
                                                                               FIDUCIARY
SHAREHOLDER TRANSACTION EXPENSES(1)              CLASS A   CLASS B   CLASS C   CLASS
<S>                                              <C>       <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)             4.50%     None      None      None
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase price
  or redemption proceeds, as applicable)          None(2)   5.00%     1.00%     None
Redemption Fees                                   None      None      None      None
Exchange Fees                                     None      None      None      None

ANNUAL OPERATING EXPENSES(3)
  (as a percentage of average daily net assets)
Investment Advisory Fees                           .74%      .74%      .74%      .74%
12b-1 Fees (after fee waiver)(4)                   .25%     1.00%     1.00%     None
Other Expenses                                     .26%      .26%      .26%      .26%
Total Fund Operating Expenses
  (after fee waiver)(5)                           1.25%     2.00%     2.00%     1.00%
</TABLE>


(1)    IF YOU BUY OR SELL SHARES THROUGH A SHAREHOLDER SERVICING AGENT, YOU MAY
       BE CHARGED SEPARATE TRANSACTION FEES BY THE SHAREHOLDER SERVICING AGENT.
       IN ADDITION, A $7.00 CHARGE IS DEDUCTED FROM THE REDEMPTION AMOUNTS PAID
       BY WIRE.
(2)    EXCEPT FOR PURCHASES OF $1 MILLION OR MORE.  PLEASE SEE "SALES CHARGES."
(3)    EXPENSE INFORMATION HAS BEEN RESTATED TO REFLECT CURRENT FEES.
(4)    DUE TO 12b-1 FEES, LONG-TERM CLASS A, CLASS B AND CLASS C SHAREHOLDERS
       MAY PAY MORE THAN THE EQUIVALENT OF THE MAXIMUM FRONT-END SALES CHARGES
       PERMITTED BY THE RULES OF THE NATIONAL ASSOCIATION OF SECURITIES
       DEALERS.  WITHOUT THE VOLUNTARY WAIVER, 12b-1 FEES WOULD BE .35% FOR
       CLASS A SHARES.
(5)    WITHOUT THE VOLUNTARY REDUCTION OF 12b-1 FEES, TOTAL OPERATING EXPENSES
       WOULD BE 1.35% FOR CLASS A SHARES.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                    $ 57      $ 83      $111       $189
Class A (without fee waiver)               $ 58      $ 86      $116       $200
Class B                                    $ 70      $ 93      $128       $213
Class C                                    $ 30      $ 63      $108       $233
Fiduciary Class                            $ 10      $ 32      $ 55       $122
</TABLE>

Assuming no redemption at the end of the period, 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                                    $ 57      $ 83      $111       $189
Class A (without fee waiver)               $ 58      $ 86      $116       $200
Class B                                    $ 20      $ 63      $108       $213
Class C                                    $ 20      $ 63      $108       $233
Fiduciary Class                            $ 10      $ 32      $ 55       $122
</TABLE>

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


                                          23
<PAGE>


MARQUIS GROWTH EQUITY FUND

<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES                        CLASS A         CLASS B
<S>                                                     <C>             <C>
Maximum Sales Load Imposed on Purchases
   (as a percentage of offering price)                   3.50%           None
Maximum Sales Load Imposed on Reinvested
   Dividends (as a percentage of offering price)         None            None
*Maximum Contingent Deferred Sales Charge
   (as a percentage of original purchase price or
   redemption proceeds, as applicable)                   None            3.50%
Wire Redemption Fee                                      $25             $25
Exchange Fee                                             None            None

ANNUAL OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees (after fee waivers) (1)                  .72%            .72%
12b-1 Fees                                               None            .75%
Other Expenses (after expense reimbursements) (1)        .28%            .28%
Total Operating Expenses (after fee waivers) (2)        1.00%           1.75%
</TABLE>

(1)    THE ADVISOR HAS VOLUNTARILY AGREED TO WAIVE ITS FEE, AND THE
       ADMINISTRATOR HAS VOLUNTARILY AGREED TO REIMBURSE OTHER EXPENSES, TO THE
       EXTENT NECESSARY TO KEEP TOTAL OPERATING EXPENSES FROM EXCEEDING 1.00%
       FOR CLASS A SHARES AND 1.75% FOR CLASS B SHARES.  ABSENT SUCH WAIVERS,
       MANAGEMENT FEES WOULD BE .74%.  ABSENT EXPENSE REIMBURSEMENTS, OTHER
       EXPENSES WOULD BE .30%.
(2)    ABSENT THE ADVISOR'S VOLUNTARY FEE WAIVER AND THE ADMINISTRATOR'S
       VOLUNTARY FEE REIMBURSEMENT, TOTAL OPERATING EXPENSES FOR CLASS A SHARES
       WOULD BE 1.04% AND FOR CLASS B SHARES WOULD BE 1.79%.

*      A redemption charge of 1.00% will be assessed against the proceeds of
       any redemption request relating to Class A shares of the Funds that were
       purchased without a sales charge in reliance upon the waiver accorded to
       purchases in the amount of $1 million or more, but only where such
       redemption request is made within 1 year of the date the shares were
       purchased.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                        $45       $66       $ 88       $153
Class B                        $53       $75       $100       $159
</TABLE>

Assuming no redemption at the end of each time period, 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                        $45       $66       $ 88       $153
Class B                        $18       $55       $ 95       $159
</TABLE>

                                          24
<PAGE>


THE ONE GROUP GROWTH OPPORTUNITIES FUND

<TABLE>
<CAPTION>
                                                                               FIDUCIARY
SHAREHOLDER TRANSACTION EXPENSES(1)              CLASS A   CLASS B   CLASS C   CLASS
<S>                                              <C>       <C>       <C>       <C>

Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)             4.50%     None      None      None
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase price
    or redemption proceeds, as applicable)        None(2)   5.00%     1.00%     None
Redemption Fees                                   None      None      None      None
Exchange Fees                                     None      None      None      None

ANNUAL OPERATING EXPENSES(3)
  (as a percentage of average daily net assets)
Investment Advisory Fees                           .74%      .74%      .74%      .74%
12b-1 Fees (after fee waiver)(4)                   .25%     1.00%     1.00%     None
Other Expenses                                     .26%      .26%      .26%      .26%
Total Fund Operating Expenses
  (after fee waiver)(5)                           1.25%     2.00%     2.00%     1.00%
</TABLE>


(1)    IF YOU BUY OR SELL SHARES THROUGH A SHAREHOLDER SERVICING AGENT, YOU MAY
       BE CHARGED SEPARATE TRANSACTION FEES BY THE SHAREHOLDER SERVICING AGENT.
       IN ADDITION, A $7.00 CHARGE IS DEDUCTED FROM THE REDEMPTION AMOUNTS PAID
       BY WIRE.
(2)    EXCEPT FOR PURCHASES OF $1 MILLION OR MORE.  PLEASE SEE "SALES CHARGES."
(3)    EXPENSE INFORMATION HAS BEEN RESTATED TO REFLECT CURRENT FEES.
(4)    DUE TO 12b-1 FEES, LONG-TERM CLASS A, CLASS B AND CLASS C SHAREHOLDERS
       MAY PAY MORE THAN THE EQUIVALENT OF THE MAXIMUM FRONT-END SALES CHARGES
       PERMITTED BY THE RULES OF THE NATIONAL ASSOCIATION OF SECURITIES
       DEALERS.  WITHOUT THE VOLUNTARY WAIVER, 12b-1 FEES WOULD BE .35% FOR
       CLASS A SHARES.
(5)    WITHOUT THE VOLUNTARY REDUCTION OF 12b-1 FEES, TOTAL OPERATING EXPENSES
       WOULD BE 1.35% FOR CLASS A SHARES.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                    $ 57      $ 83      $111       $189
Class A (without fee waiver)               $ 58      $ 86      $116       $200
Class B                                    $ 70      $ 93      $128       $213
Class C                                    $ 30      $ 63      $108       $233
Fiduciary Class                            $ 10      $ 32      $ 55       $122
</TABLE>

Assuming no redemption at the end of the period, 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                                    $ 57      $ 83      $111       $189
Class A (without fee waiver)               $ 58      $ 86      $116       $200
Class B                                    $ 20      $ 63      $108       $213
Class C                                    $ 20      $ 63      $108       $233
Fiduciary Class                            $ 10      $ 32      $ 55       $122
</TABLE>

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


                                          25
<PAGE>


MARQUIS SMALL CAP EQUITY FUND

<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES                        CLASS A         CLASS B
<S>                                                     <C>             <C>
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price)                    3.50%           None
Maximum Sales Load Imposed on Reinvested
  Dividends (as a percentage of offering price)          None            None
*Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase price or
  redemption proceeds, as applicable)                    None            3.50%
Wire Redemption Fee                                      $25             $25
Exchange Fee                                             None            None

ANNUAL OPERATING EXPENSES
(as a percentage of average net assets)
Management Fees (after fee waivers) (1)                  1.19%           1.19%
12b-1 Fees                                               None             .75%
Other Expenses (after fee reimbursements) (1)(2)          .11%            .11%
Total Operating Expenses after fee waivers) (1)(3)       1.30%           2.05%
</TABLE>

(1)    MANAGEMENT FEES INCLUDE FEES AT THE "MASTER" LEVEL OF 1.00% AND FEES AT
       THE "FEEDER" LEVEL OF .19%.  THE ADVISOR HAS VOLUNTARILY AGREED TO WAIVE
       ITS FEE, AND THE ADMINISTRATOR HAS VOLUNTARILY AGREED TO REIMBURSE OTHER
       EXPENSES, TO THE EXTENT NECESSARY TO KEEP THE TOTAL OPERATING EXPENSES
       AT THE FEEDER LEVEL FROM EXCEEDING .20%.  ABSENT SUCH WAIVER, MANAGEMENT
       FEES AT THE FEEDER LEVEL WOULD BE .40%.  ABSENT SUCH REIMBURSEMENTS,
       OTHER EXPENSES AT THE FEEDER LEVEL WOULD BE 2.46%.
(2)    OTHER EXPENSES INCLUDE EXPENSES AT THE "MASTER" LEVEL OF .10%, AND
       EXPENSES AT THE "FEEDER" LEVEL OF .01%.  THE DISTRIBUTOR HAS WAIVED, ON
       A VOLUNTARY BASIS, ALL OR A PORTION OF ITS SHAREHOLDER SERVICING FEE AT
       THE MASTER LEVEL WITH RESPECT TO THE PORTFOLIOS, AND THE OTHER EXPENSES
       SHOWN REFLECT THIS WAIVER.  ABSENT SUCH WAIVERS, OTHER EXPENSES AT THE
       MASTER LEVEL WOULD BE .32%.
(3)    ABSENT THE MASTER FUND ADVISOR'S VOLUNTARY FEE WAIVERS, THE ADVISOR'S
       VOLUNTARY FEE WAIVERS AND THE ADMINISTRATOR'S VOLUNTARY REIMBURSEMENTS,
       TOTAL OPERATING EXPENSES WOULD BE 4.18% FOR CLASS A SHARES AND 4.93% FOR
       CLASS B SHARES.

The Trustees believe that, because of the resultant economies of scale and
associated decreased expenses, the aggregate per share expenses of both the
Small Cap Equity Fund and International Equity Fund together with those of the
corresponding Portfolio will be approximately equal to the expenses the
respective Fund would incur if it invested directly in securities in which the
corresponding Portfolio invests.

*      A redemption charge of 1.00% will be assessed against the proceeds of
       any redemption request relating to Class A shares of the Funds that were
       purchased without a sales charge in reliance upon the waiver accorded to
       purchases in the amount of $1 million or more, but only where such
       redemption request is made within 1 year of the date the shares were
       purchased.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                        $48       $75       N/A        N/A
Class B                        $56       $84       N/A        N/A
</TABLE>

Assuming no redemption at the end of each time period, 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                        $48       $75       N/A        N/A
Class B                        $21       $64       N/A        N/A
</TABLE>

                                          26
<PAGE>


THE ONE GROUP SMALL CAPITALIZATION FUND

<TABLE>
<CAPTION>
                                                                               FIDUCIARY
SHAREHOLDER TRANSACTION EXPENSES(1)              CLASS A   CLASS B   CLASS C   CLASS
<S>                                              <C>       <C>       <C>       <C>

Maximum Sales Charge Imposed on Purchases
(as a percentage of offering price)               4.50%     None      None      None
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase price
  or redemption proceeds, as applicable)          None(2)   5.00%     1.00%     None
Redemption Fees                                   None      None      None      None
Exchange Fees                                     None      None      None      None

ANNUAL OPERATING EXPENSES(3)
  (as a percentage of average daily net assets)
Investment Advisory Fees                           .74%      .74%      .74%      .74%
12b-1 Fees (after fee waiver)(4)                   .25%     1.00%     1.00%     None
Other Expenses                                     .32%      .32%      .32%      .32%
Total Fund Operating Expenses
  (after fee waiver)(5)                           1.31%     2.06%     2.06%     1.06%
</TABLE>


(1)    IF YOU BUY OR SELL SHARES THROUGH A SHAREHOLDER SERVICING AGENT, YOU MAY
       BE CHARGED SEPARATE TRANSACTION FEES BY THE SHAREHOLDER SERVICING AGENT.
       IN ADDITION, A $7.00 CHARGE IS DEDUCTED FROM REDEMPTION AMOUNTS PAID BY
       WIRE.
(2)    EXCEPT FOR PURCHASES OF $1 MILLION OR MORE.  PLEASE SEE "SALES CHARGES."
(3)    EXPENSE INFORMATION HAS BEEN RESTATED TO REFLECT CURRENT FEES.
(4)    DUE TO 12b-1 FEES, LONG-TERM CLASS A, CLASS B AND CLASS C SHAREHOLDERS
       MAY PAY MORE THAN THE EQUIVALENT OF THE MAXIMUM FRONT-END SALES CHARGES
       PERMITTED BY THE RULES OF THE NATIONAL ASSOCIATION OF SECURITIES
       DEALERS.  WITHOUT THE VOLUNTARY WAIVER, 12b-1 FEES WOULD BE .35% FOR
       CLASS A SHARES.
(5)    WITHOUT THE VOLUNTARY REDUCTION OF 12b-1 FEES, TOTAL OPERATING EXPENSES
       WOULD BE 1.41% FOR CLASS A SHARES.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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      $ 85      $114       $196
Class A (without fee waiver)               $ 59      $ 88      $119       $206
Class B                                    $ 71      $ 95      $131       $220
Class C                                    $ 31      $ 65      $111       $239
Fiduciary Class                            $ 11      $ 34      $ 58       $129
</TABLE>

Assuming no redemption at the end of each time period, 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                                    $ 58      $ 85      $114       $196
Class A (without fee waiver)               $ 59      $ 88      $119       $206
Class B                                    $ 21      $ 65      $111       $220
Class C                                    $ 21      $ 65      $111       $239
Fiduciary Class                            $ 11      $ 34      $ 58       $129
</TABLE>

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


                                          27
<PAGE>


MARQUIS INTERNATIONAL EQUITY FUND

<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES                        CLASS A         CLASS B
<S>                                                     <C>             <C>
Maximum Sales Load Imposed on Purchases
  (as a percentage of offering price)                    3.50%           None
Maximum Sales Load Imposed on Reinvested
  Dividends (as a percentage of offering price)          None            None
*Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase price or
    redemption proceeds, as applicable)                  None            3.50%
Wire Redemption Fee                                      $25             $25
Exchange Fee                                             None            None

ANNUAL OPERATING EXPENSES
(As a percentage of average net assets)
Management Fees (after fee waivers) (1)                  1.05%           1.05%
12b-1 Fees                                               None             .75%
Other Expenses (after fee reimbursements) (1)(2)          .50%            .50%
Total Operating Expenses after fee waivers) (1)(3)       1.55%           2.30%
</TABLE>

(1)    MANAGEMENT FEES INCLUDE FEES AT THE "MASTER" LEVEL OF .86%, AND FEES AT
       THE "FEEDER" LEVEL OF .19%.  THE ADVISOR HAS VOLUNTARILY AGREED TO WAIVE
       ITS FEE, AND THE ADMINISTRATOR HAS VOLUNTARILY AGREED TO REIMBURSE OTHER
       EXPENSES, TO THE EXTENT NECESSARY TO KEEP THE TOTAL OPERATING EXPENSES
       AT THE FEEDER LEVEL FROM EXCEEDING .27%.  ABSENT SUCH WAIVER, MANAGEMENT
       FEES AT THE FEEDER LEVEL WOULD BE .40%.  ABSENT SUCH REIMBURSEMENTS,
       OTHER EXPENSES AT THE FEEDER LEVEL WOULD BE 1.81 %.  ABSENT THE MASTER
       FUND ADVISOR'S VOLUNTARY FEE WAIVERS, MANAGEMENT FEES AT THE MASTER
       LEVEL WOULD BE .96%.
(2)    OTHER EXPENSES INCLUDE EXPENSES AT THE "MASTER" LEVEL OF .42% AND
       EXPENSES AT THE "FEEDER" LEVEL OF .08%.  THE DISTRIBUTOR HAS WAIVED, ON
       A VOLUNTARY BASIS, ALL OR A PORTION OF ITS SHAREHOLDER SERVICING FEE AT
       THE MASTER LEVEL WITH RESPECT TO THE PORTFOLIOS, AND THE OTHER EXPENSES
       SHOWN REFLECT THIS WAIVER.  THE DISTRIBUTOR RESERVES THE RIGHT TO
       TERMINATE ITS WAIVER AT ANY TIME IN ITS SOLE DISCRETION.  ABSENT SUCH
       WAIVERS, OTHER EXPENSES AT THE MASTER LEVEL WOULD BE .42%.
(3)    ABSENT THE MASTER FUND ADVISOR'S VOLUNTARY FEE WAIVERS, THE ADVISOR'S
       VOLUNTARY FEE WAIVERS AND THE ADMINISTRATOR'S VOLUNTARY REIMBURSEMENTS,
       TOTAL OPERATING EXPENSES WOULD BE 3.59% FOR CLASS A SHARES AND 4.34% FOR
       CLASS B SHARES.

The Trustees believe that, because of the resultant economies of scale and
associated decreased expenses, the aggregate per share expenses of both the
Small Cap Equity Fund and International Equity Fund together with those of the
corresponding Portfolio will be approximately equal to the expenses the
respective Fund would incur if it invested directly in securities in which the
corresponding Portfolio invests.

*      A redemption charge of 1.00% will be assessed against the proceeds of
       any redemption request relating to Class A shares of the Funds that were
       purchased without a sales charge in reliance upon the waiver accorded to
       purchases in the amount of $1 million or more, but only where such
       redemption request is made within 1 year of the date the shares were
       purchased.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                        $50       $82       N/A        N/A
Class B                        $58       $92       N/A        N/A
</TABLE>

Assuming no redemption at the end of each time period, 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                        $50       $82       N/A        N/A
Class B                        $23       $72       N/A        N/A
</TABLE>

                                          28
<PAGE>


THE ONE GROUP INTERNATIONAL EQUITY INDEX FUND

<TABLE>
<CAPTION>
                                                                               FIDUCIARY
SHAREHOLDER TRANSACTION EXPENSES(1)              CLASS A   CLASS B   CLASS C   CLASS
<S>                                              <C>       <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)             4.50%     None      None      None
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase price
  or redemption proceeds, as applicable)          None(2)   5.00%     1.00%     None
Redemption Fees                                   None      None      None      None
Exchange Fees                                     None      None      None      None

ANNUAL OPERATING EXPENSES(3)
  (as a percentage of average daily net assets)
Investment Advisory Fees                           .55%      .55%      .55%      .55%
12b-1 Fees (after fee waiver)(4)                   .25%     1.00%     1.00%     None
Other Expenses                                     .41%      .41%      .41%      .41%
Total Fund Operating Expenses
  (after fee waiver)(5)                           1.21%     1.96%     1.96%      .96%
</TABLE>


(1)    IF YOU BUY OR SELL SHARES THROUGH A SHAREHOLDER SERVICING AGENT, YOU MAY
       BE CHARGED SEPARATE TRANSACTION FEES BY THE SHAREHOLDER SERVICING AGENT.
       IN ADDITION, A $7.00 CHARGE IS DEDUCTED FROM THE REDEMPTION AMOUNTS PAID
       BY WIRE.
(2)    EXCEPT FOR PURCHASES OF $1 MILLION OR MORE.  PLEASE SEE "SALES CHARGES."
(3)    EXPENSE INFORMATION HAS BEEN RESTATED TO REFLECT CURRENT FEES.
(4)    DUE TO 12b-1 FEES, LONG-TERM CLASS A, CLASS B AND CLASS C SHAREHOLDERS
       MAY PAY MORE THAN THE EQUIVALENT OF THE MAXIMUM FRONT-END SALES CHARGES
       PERMITTED BY THE RULES OF THE NATIONAL ASSOCIATION OF SECURITIES
       DEALERS.  WITHOUT THE VOLUNTARY WAIVER, 12b-1 FEES WOULD BE .35% FOR
       CLASS A SHARES.
(5)    WITHOUT THE VOLUNTARY REDUCTION OF 12b-1 FEES, TOTAL OPERATING EXPENSES
       WOULD BE 1.31% FOR CLASS A SHARES.

EXAMPLE

An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                    $ 57      $ 82      $109       $185
Class A (without fee waiver)               $ 58      $ 85      $114       $196
Class B                                    $ 70      $ 92      $126       $209
Class C                                    $ 30      $ 62      $106       $229
Fiduciary Class                            $ 10      $ 31      $ 53       $118
</TABLE>

Assuming no redemption at the end of the period, 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                                    $ 57      $ 82      $109       $185
Class A (without fee waiver)               $ 58      $ 85      $114       $196
Class B                                    $ 20      $ 62      $106       $209
Class C                                    $ 20      $ 62      $106       $229
Fiduciary Class                            $ 10      $ 31      $ 53       $118
</TABLE>

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

THE EXAMPLES SHOWN ON PAGES _____ ARE DESIGNED TO ASSIST YOU IN UNDERSTANDING
THE VARIOUS COSTS AND EXPENSES THAT MAY BE DIRECTLY OR INDIRECTLY PAID BY
INVESTORS IN A FUND.  THESE EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION
OF PAST OR FUTURE EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN.


                                          29
<PAGE>

COMPARISON OF INVESTMENT OBJECTIVES

     This section will help you compare the investment objective and policies of
each Marquis Fund with that of the corresponding One Group Fund.  Please be
aware that this is only a brief discussion.  More complete information can be
found in The One Group and Marquis Funds prospectuses which you received along
with this Combined Prospectus/Proxy Statement.

     Each Marquis Fund and its corresponding One Group Fund pursue similar
investment objectives and hold substantially similar securities, either directly
or through a "master/feeder" arrangement.  As a result, the proposed
reorganization of Marquis Funds will not result in significant portfolio
turnover or transaction expenses due to The One Group's disposal of incompatible
securities.  Banc One Investment Advisors Corporation ("Banc One Investment
Advisors") serves as investment advisor to both Marquis Funds and The One Group.

MARQUIS INSTITUTIONAL AND ONE GROUP TREASURY ONLY

     Marquis Institutional seeks to preserve principal value and maintain a high
degree of liquidity while providing current income by investing exclusively in
obligations issued by the U.S. Treasury and in repurchase agreements involving
such obligations.  

     Similarly, One Group Treasury Only seeks high current income with liquidity
and stability of principal.  However, One Group Treasury Only does not purchase
securities that are subject to repurchase agreements.  

     Each Fund seeks to maintain a stable net asset value of $1.00 per share,
although there is no assurance that the Funds will be able to achieve this
objective.  In addition, each Fund's portfolio securities are valued under  the
amortized cost method in compliance with regulations of the SEC.  Consequently,
both Marquis Institutional and One Group Treasury Only  invest only in U.S.
dollar-denominated securities, maintain an average maturity on a dollar-weighted
basis of 90 days or less, and acquire only "eligible securities" that present
minimal credit risk and have a maturity of 397 days or less. Each Fund is
offered exclusively to institutional investors.

MARQUIS TREASURY SECURITIES AND ONE GROUP TREASURY SECURITIES

     Marquis Treasury Securities seeks to preserve principal value and maintain
a high degree of liquidity while providing current income by investing
exclusively in obligations issued by the U.S. Treasury and in repurchase
agreements involving such obligations.  

     The investment objective of One Group Treasury Securities is to seek
current income with liquidity and stability of principal.  The Fund will invest
exclusively in short-term U.S. Treasury obligations, including repurchase
agreements collateralized by such obligations.

     Each Fund seeks to maintain a stable net asset value of $1.00 per share,
although there is no assurance that the Funds will be able to achieve this
objective.  In addition, each Fund's portfolio securities are valued under the
amortized cost method in compliance with regulations of the SEC.  Consequently,
both Marquis Institutional and One Group Treasury Only  invest only in U.S.
dollar-denominated securities, maintain an average maturity on a dollar-weighted
basis of 90 days or less, and acquire only "eligible securities" that present
minimal credit risk and have a maturity of 397 days or less. 

MARQUIS TAX-EXEMPT AND ONE GROUP MUNICIPAL

     Marquis Tax-Exempt seeks to preserve principal value and maintain a high
degree of liquidity while providing current income exempt from Federal income
taxes by investing, under normal market conditions, at least 80% of its net
assets in eligible securities issued by or on behalf of the states, territories,
and possessions of the United States and the District of Columbia and their
political subdivisions, agencies, and instrumentalities, the interest on which
is exempt from Federal income tax.  At least 80% of the Fund's assets will be
invested in municipal securities the interest on which is 


                                          30
<PAGE>


not treated as a preference item for purposes of the federal alternative minimum
tax.  Marquis Tax-Exempt may invest up to 20% of its net assets in the aggregate
in taxable money market instruments.

     Likewise, One Group Municipal seeks as high a level of current interest
income exempt from Federal income tax as is consistent with capital preservation
and stability of principal.  As a matter of fundamental policy, One Group
Municipal invests at least 80% of its total assets in municipal securities. 
These are securities issued by or on behalf of the states, territories, and
possessions of the United States and the District of Columbia and their
political subdivisions, agencies, and instrumentalities, the interest on which
is exempt from Federal income tax.  These municipal securities produce interest
that, in the opinion of bond counsel for the issuer, is exempt from Federal
income tax.  However, the Fund may invest as much as 100% of its assets in
municipal securities that produce income that is subject to the Federal
alternative minimum tax.  If you are subject to the Federal alternative minimum
tax, please read the section of The One Group Municipal Money Market Fund
prospectus entitled "Tax Treatment of Shareholders".  The Fund also may invest
up to 20% of its total assets in other types of securities, such as taxable
money market instruments, including repurchase agreements.

MARQUIS GOVERNMENT AND ONE GROUP GOVERNMENT

     Marquis Government seeks current income consistent with relative stability
of capital by investing primarily in U.S. Government securities.  Under normal
conditions, at least 65% of the Fund's total assets will be invested in
obligations issued or guaranteed as to principal and interest by the U.S.
Government or its agencies and instrumentalities.  The Fund normally will
maintain a dollar-weighted average portfolio maturity of three to ten years,
however, under certain circumstances this average weighted maturity may fall
below three years.  

     One Group Government seeks a high level of current income with liquidity
and safety of principal.  The Fund limits its investments to securities issued
by the U.S. Government and its agencies and instrumentalities or related to
securities issued by the U.S. Government and its agencies and instrumentalities.
At least 65% of the Fund's total assets will be invested in debt instruments
with principal and interest guaranteed 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 secured by mortgages that
are issued or guaranteed by certain U.S. government agencies or
instrumentalities.  The Fund's average weighted remaining maturity will
ordinarily range between three and fifteen years, taking into account expected
prepayment of principal on certain investments.  However, the Fund's average
weighted remaining maturity may be outside this range if warranted by market
conditions.

MARQUIS STRATEGIC AND ONE GROUP INCOME

     Marquis Strategic seeks to provide current income by investing primarily in
investment grade fixed income securities.  Under normal conditions, the Fund
will invest at least 65% of its net assets in investment grade fixed income
securities.  The Fund generally emphasizes U.S. Government securities and
investment grade debt securities of U.S. issuers.  Marquis Strategic also may
purchase obligations issued by the Canadian government.   Normally, the Fund
will maintain a dollar-weighted average portfolio maturity of greater than ten
years; however, under certain circumstances, this average maturity may fall
below ten years. 

     One Group Income seeks a high level of current income by investing
primarily in a diversified portfolio of high, medium and low grade debt
securities.  The Fund invests at least 70% of its total assets in debt
securities of all types rated as investment grade at the time of investment or,
if unrated, determined to be of comparable quality by Banc One Investment
Advisors.  In addition, up to 30% of the Fund's total assets may be invested in
convertible securities, preferred stock, loan participations and debt securities
rated below investment grade or, if unrated, determined by Banc One Investment
Advisors to be of comparable quality.  Securities rated below investment grade
are called "high yield bonds," "non-investment grade bonds" and "junk bonds". 
Securities rated below investment grade are considered to be speculative and
high risk.  Even though it may invest in debt securities in all rating
categories, the Fund will not invest more than 20% of its total assets in
securities rated below the fifth rating category. Marquis Strategic Income only
invests in investment grade securities, which are securities rated in the top
four ratng categories.  The Fund's average 

                                          31
<PAGE>


weighted maturity will normally range between five and twenty years, although
the Fund may shorten its weighted average maturity to as little as two years if
deemed appropriate for temporary defensive purposes.  As a matter of fundamental
policy, at least 65% of the Fund's total assets will consist of bonds. 

MARQUIS LOUISIANA AND ONE GROUP LOUISIANA

     The investment objective of Marquis Louisiana is to provide a level of
current income consistent with relative stability of capital.  The Fund invests
at least 80% of its net assets in investment grade fixed income securities, the
interest on which is exempt from federal income tax and is not a preference item
for purposes of the alternative minimum tax.  Under normal conditions, at least
65% of the Fund's total assets will be invested in municipal securities the
interest on which is exempt from Louisiana personal income tax.  The Fund may
invest up to 20% of its total assets in municipal securities that are subject to
the alternative minimum tax and other taxable investments, including money
market securities.  Normally, the Fund will maintain a dollar-weighted average
portfolio maturity of seven to fifteen years; however, under certain
circumstances this average weighted maturity may fall below seven years.  The
Fund is non-diversified.

     Similarly, One Group Louisiana is a non-diversified fund that seeks current
income both consistent with preservation of capital and exempt from both Federal
income tax and Louisiana personal income tax.  As a matter of fundamental policy
at least 80% of the Fund's net assets will consist of investment grade municipal
securities issued by or on behalf of the State of Louisiana and its political
subdivisions, agencies and instrumentalities, the interests on which is exempt
from both Federal income tax and Louisiana personal income tax.  Unlike Marquis
Louisiana, One Group Louisiana may hold up to 100% of its assets in municipal
securities the interest on which is subject to Federal alternative minimum tax. 
The Fund may hold up to 20% of its total assets in cash or cash equivalents, 
municipal securities of other states, U.S. Government securities and short-term
taxable investments.  The Fund's average weighted maturity normally will be
between five and twenty years, although the Fund may invest in securities of any
maturity. 

     Shareholders of One Group Louisiana who are subject to the Federal
alternative minimum tax may have all or a portion of their income from the Fund
subject to Federal income tax.  If you are subject to the Federal alternative
minimum tax, please read the section in the One Group Louisiana Municipal Bond
Fund prospectus entitled "Tax Treatment of Shareholders."  In addition,
corporate shareholders of both Marquis Louisiana and One Group Louisiana will be
required to take the interest on municipal securities into account in
determining their alternative minimum taxable income.

MARQUIS BALANCED AND ONE GROUP ASSET ALLOCATION

     Marquis Balanced seeks to provide capital appreciation and current income
through the regular payment of dividends and interest by investing in a
combination of equity, fixed income and money market instruments.  Under normal
conditions, the Fund will invest between 30% and 75% of its total assets in
equity securities, including common and preferred stock and between 25% and 75%
of its total assets in fixed income securities.  At least 25% of the Fund's
assets will be in fixed income senior securities.   The Fund may invest in
equity securities of foreign issuers traded in the United States, including
American Depositary Receipts.  The Fund also may invest in money market
securities.

     Likewise, One Group Asset Allocation seeks to provide total return while
preserving capital by investing in a combination of stocks, fixed income
securities and money market instruments.  The Fund normally will invest between
40% and 75% of its total assets in all types of equity securities, including the
stock of both large and small capitalization companies, as well as growth and
value securities.  Up to 20% of the equities held by the Fund may be foreign
securities, including American Depositary Receipts.  Between 25% and 60% of the
Fund's total assets will be invested in fixed income securities, including
bonds, notes, and other debt securities.  The balance of the Fund's total assets
will be invested in money market instruments.

     Banc One Investment Advisors will regularly review a Fund's asset
allocations and vary them over time to favor investments which they believe will
provide the most favorable total return.  In making asset allocation decisions,
Banc 


                                          32
<PAGE>


One Investment Advisors will evaluate projections of risk, market and economic
conditions, volatility, yields and expected return.  Because One Group Asset
Allocation seeks total return over the long term, Banc One Investment Advisors
will not attempt to time the market.  Rather, asset allocation shifts will be
made gradually over time.

MARQUIS VALUE AND ONE GROUP VALUE

     Marquis Value seeks to provide long-term capital appreciation by investing
primarily in equity securities which have a low current valuation relative to
various measures of intrinsic value.  The Fund invests primarily in equity
securities of established companies with equity market capitalizations in excess
of $300 million which Banc One Investment Advisors believes to have potential
for capital appreciation.  Banc One Investment Advisors selects companies based
on the soundness of the issuer and an analysis of various fundamental financial
characteristics, including earnings yield, book value, cash flow, anticipated
future growth of dividends and earnings estimates.  

     Although capital appreciation is the primary purpose for investing in a
security,  Marquis Value will focus on companies that pay current dividends. 
The Fund invests at least 65% of its total assets in common stocks, debt
securities convertible to common stock, warrants and preferred stocks.  A
portion of the Fund's assets will be held in cash equivalents.

     One Group Value seeks capital appreciation with the secondary goal of
achieving current income by investing primarily in equity securities.  The Fund
invests primarily in the equity securities of companies with below-market
average price-to-earnings and price-to-book value ratios. The Fund considers the
issuer's soundness and earnings prospects.  If Banc One Investment Advisors
determines that a company's fundamentals are declining or that the company's
ability to pay dividends has been impaired, it likely will eliminate the Fund's
holding of the company's stock.  The Fund normally invests at least 80% of its
total assets in equity securities, including common stocks, debt securities, and
preferred stocks that are convertible into common stocks.  A portion of the
Fund's assets will be held in cash equivalents.  

MARQUIS GROWTH AND ONE GROUP GROWTH

     Marquis Growth seeks to provide long-term capital appreciation by investing
primarily in companies whose sales and earnings are expected to grow at an above
average rate.  The Fund invests primarily in equity securities of established
companies with equity market capitalizations in excess of $300 million which
Banc One Investment Advisors believes to have potential for long-term capital
appreciation and growth.  Banc One Investment Advisors initiates purchase and
sale decisions based on such growth and profitability measures as return on
equity, earnings growth, sales growth, and expected return.  

     Capital appreciation is the primary purpose of Marquis Growth.  Current
dividend income is a secondary consideration.  The Fund invests at least 65% of
its total assets in common stocks, warrants, rights to purchase common stocks,
debt securities convertible to common stock, and preferred stocks.  A portion of
the Fund's assets will be held in cash equivalents.

     One Group Growth seeks growth of capital and secondarily, current income,
by investing primarily in equity securities.  The Fund invests in securities
that have the potential to produce above-average growth per share over a
one-to-three year period. Typically, the Fund acquires shares of established
companies with a history of above-average growth, as well as those companies
expected to enter periods of above average growth.  Not all the securities
purchased by the Fund will pay dividends.  The Fund also invests in smaller
companies in emerging growth industries.

     One Group Growth normally invests at least 80% of its total assets in
equity securities, including common stocks and debt securities and preferred
stocks that are convertible to common stock.  A portion of the Fund's assets
will be held in cash equivalents.

MARQUIS SMALL CAP AND ONE GROUP SMALL CAP


                                          33
<PAGE>


     Marquis Small Cap seeks to provide long-term capital appreciation by
investing up to 100% of its assets in the Small Cap Growth Portfolio of SEI
Institutional Managed Trust ("Portfolio"), which in turn invests at least 65% of
its total assets in equity securities of smaller growth companies (i.e.,
companies with equity market capitalization of less than $1 billion at the time
of purchase) which, in the opinion of the Portfolio's sub-advisors, are in an
early stage or transitional point in their development and have demonstrated or
have the potential for above average growth.  Any remaining assets may be
invested in the equity securities of more established companies that the
sub-advisors believe may offer strong capital appreciation due to their relative
market position, anticipated growth, changes in management or other similar
opportunities.  Equity securities include common stocks, preferred stocks,
convertible securities, warrants and rights to subscribe to common stocks.

     One Group Small Cap seeks long-term capital growth primarily by investing
directly in a portfolio of equity securities of small capitalization and
emerging growth companies.  The Fund invests primarily in common stocks, debt
securities, preferred stocks, convertible securities, warrants, and other equity
securities of small capitalization companies.  Generally, Banc One Investment
Advisors selects a portfolio of companies with a market capitalization
equivalent to the median market capitalization of the S&P Small-Cap 600 Index,
although the Fund may occasionally hold securities of companies with larger
capitalizations if doing so contributes to the Fund's investment objective.  The
Fund invests at least 65% of its total assets in the securities described above.
Up to 35% of its total assets may be invested in U.S. Government Securities,
other investment grade fixed income securities, cash, and cash equivalents. 

MARQUIS INTERNATIONAL AND ONE GROUP INTERNATIONAL INDEX

     Marquis International seeks to provide long-term capital appreciation by
investing up to 100% of its assets in the International Equity Portfolio of SEI
Investment Trust ("Portfolio"), which in turn invests at least 65% of its assets
in equity securities of at least three countries other than the United States. 
Securities of non-U.S. issuers purchased by the Portfolio will typically be
listed on recognized foreign exchanges but also may be purchased
over-the-counter, or in the form of sponsored or unsponsored depositary
receipts.  The Portfolio expects its investments to emphasize large,
intermediate and small capitalization companies.  The Portfolio expects to be
fully invested in its primary investments, but may invest up to 35% of its total
assets in U.S. or non-U.S. cash reserves, money market instruments, swaps,
options, and futures contracts.

     Unlike Marquis International, One Group International Index is an index
fund.  This means that it is not actively managed.  Rather, One Group
International Index seeks to provide investment results that correspond to the
aggregate price and dividend performance of the securities on the MSCI EAFE GDP
Index.  The Fund attempts to track the capital performance and dividend income
of the Index by investing in a representative portion of the stocks which match
as closely as possible the characteristics of the stocks which comprise the
Index.  The Fund also will invest in stock index futures. The Fund will attempt
to achieve a correlation between the performance of its portfolio and that of
the MSCI EAFE GDP Index of at least 0.90, without taking into account expenses. 
Perfect correlation would be 1.00.

     One Group International Index normally invests at least 65% of its total
assets directly in foreign equity securities, consisting of common stocks
(including American Depositary Receipts) and preferred stocks, securities
convertible to common stock (provided they are traded on an exchange or
over-the-counter), warrants and receipts.  No more than 10% of the Fund's assets
will be held in cash or cash equivalents.  The Fund may invest up to 10% of its
net assets in securities of emerging international markets such as Mexico, Chile
and Brazil, either directly through local exchanges, through publicly traded
closed-end country funds, or through "passive foreign investment companies." A
substantial portion of the Fund's assets will be denominated in foreign
currencies.

COMPARISON OF INVESTMENT POLICIES

     Both the Marquis Funds and The One Group Funds have adopted certain
FUNDAMENTAL investment policies.  This means that they cannot be changed without
the consent of a majority of the outstanding shares of each Marquis Fund and


                                          34
<PAGE>


each One Group Fund.  Substantially all of the fundamental investment policies
of each Marquis Fund and each One Group Fund are identical, with the exception
of Marquis International and One Group International Index. The following
percentages apply at the time of purchase of a security.

EQUITY FUNDS AND TAXABLE BOND FUNDS

     As a matter of fundamental policy, Marquis Government, Marquis Strategic
Income, Marquis Balanced, Marquis Value, Marquis Growth, Marquis Small Cap,
Marquis International, One Group Government, One Group Income, One Group Asset
Allocation, One Group Disciplined, One Group Small Cap, One Group Growth and One
Group International Index may not:

1.   Purchase an issuer's securities if as a result more than 5% of its total
     assets would be invested in the securities of that issuer or the Fund would
     own more than 10% of the outstanding voting securities of  that issuer. 
     This does not include securities issued or guaranteed by the United States,
     its agencies or instrumentalities, and repurchase agreements involving
     these securities.  This restriction applies with respect to 75% of a Fund's
     total 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 a 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 the
     obligations issued or guaranteed by the U.S. government or its agencies and
     instrumentalities and repurchase agreements involving such securities.  For
     the Marquis Funds, this limitation does not apply to tax exempt securities
     issued by governments or political subdivisions of governments.  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.  For the Marquis Funds, (i) supranational entities will be
     considered to be a separate industry and (ii) asset-backed securities
     secured by distinct types of assets, such as truck and auto loan leases,
     credit card receivables and home equity loans, will each be considered a
     separate industry. 

3.   Make loans, except that a 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.

TAX-EXEMPT AND MUNICIPAL BOND FUNDS

Marquis Louisiana and One Group Louisiana will not:

1.   Purchase securities of any issuer (except securities issued or guaranteed
     by the United States, its agencies or instrumentalities, and, if consistent
     with a Fund's investment objective and policies, repurchase agreements
     involving such securities) if as a result more than 25% of the total assets
     of a Fund would be invested in the securities of such issuer.  This
     restriction applies to 50% of a Fund's assets.  With respect to the
     remaining 50% of its total assets, a 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 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 a 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 (I) to investments in the
     obligations issued or guaranteed by the 


                                          35
<PAGE>

     U.S. government or its agencies and instrumentalities and repurchase
     agreements involving such securities, and (ii) to tax exempt securities
     issued by governments or political subdivisions of governments.  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.  For the Marquis Funds, (I) supranational entities will be
     considered to be a separate industry and (ii) asset-backed securities
     secured by distinct types of assets, such as truck and auto loan leases,
     credit card receivables and home equity loans, will each be considered a
     separate industry.  

3.    Make loans, except that a 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.

MONEY MARKET FUNDS

     Marquis Treasury Securities, Marquis Tax-Exempt, One Group Treasury
Securities, and One Group Municipal will use their  best efforts to maintain a
constant net asset value of $1.00 per share, although there is no guarantee that
the Funds will be able to do so.  In addition, none of the Funds will:

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 a Fund would be invested in the securities of such issuer or a Fund
     would own more than 10% of the outstanding voting securities of such
     issuer, provided, however, that a Fund may invest up to 25% of its total
     assets without regard to this restriction as permitted by applicable law. 
     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 nongovernmental user,
     such user would be considered the issuer.  This restriction applies with
     respect to 75% of the total assets of Marquis Tax-Exempt, One Group
     Treasury Securities, and One Group Municipal.

2.   Purchase any securities that would cause more than 25% of the total assets
     of a 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 (I) to investments in the
     obligations issued or guaranteed by the U.S. government or its agencies and
     instrumentalities and repurchase agreements involving such securities, and
     (ii) to tax exempt securities issued by governments or political
     subdivisions of governments.  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 a 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.  Marquis
     Treasury Securities may not engage in securities lending.

     One Group Treasury Securities will invest only in U.S. Treasury obligations
and repurchase agreements collateralized by such obligations.

INSTITUTIONAL MONEY MARKET FUNDS

     Marquis Institutional and One Group Treasury Only will use their  best
efforts to maintain a constant net asset value of $1.00 per share, although
there is no guarantee that the Funds will be able to do so.  In addition,
neither of the Funds will:


                                          36
<PAGE>

1.   Purchase securities of any issuer (except securities issued or guaranteed
     by the United States, its agencies or instrumentalities and, if consistent
     with such 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; provided, however, that a Fund may invest up to 25% of its total
     assets without regard to this restriction as permitted by applicable law. 
     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.   Make loans, except that a Fund may (I) purchase or hold debt instruments in
     accordance with its investment objective and policies; (ii) enter into
     repurchase agreements (except for One Group Treasury Only); and (iii)
     engage in securities lending. 

     Marquis Institutional will not:

1.   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 the
     obligations issued or guaranteed by the U.S. government or its agencies and
     instrumentalities and repurchase agreements involving such securities,

     In addition, One Group Treasury Only:

1.   Will not purchase securities while borrowings (including reverse repurchase
     agreements) exceed 5% of the respective Fund's assets.

2.   Will not borrow money or issue senior securities, except that the Funds may
     borrow from banks for temporary purposes in amounts not exceeding 10% of
     their total assets at the time of the borrowing.

3.   Will not mortgage, pledge or hypothecate any assets, except in connection
     with borrowing specified in 2 above and   in amounts not in excess of the
     lesser of the dollar amount borrowed or 10% of the value of the respective
     Fund's total assets at the time of its borrowing.

4.   Will not purchase securities other than U.S. Treasury bills, notes and
     other U.S. obligations issued or guaranteed by the U.S. Treasury.

5.   Will not invest in any securities subject to repurchase agreements.

INVESTMENT POLICIES FOR ALL FUNDS

None of the Marquis Funds or the One Group 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,
     the Marquis Funds and One Group Louisiana, may obtain short-term credits as
     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) Marquis Funds and One Group Funds (except Marquis
     Institutional, Marquis Treasury Securities, Marquis Tax-Exempt, One Group
     Treasury Only, One Group 


                                          37
<PAGE>

     Treasury Securities and One Group Municipal) may purchase or sell financial
     futures contracts and may purchase call or put options on financial futures
     contracts, and (ii) One Group International Index 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.   Invest in any issuer for purposes of exercising control or management.

5.   Purchase securities of other investment companies except as permitted by
     the 1940 Act and rules, regulations and applicable exemptive relief
     thereunder.

6.   Purchase or sell real estate.  Each One Group Fund, other than One Group
     Treasury Only, One Group Treasury  Securities and One Group Municipal,
     however, may purchase securities secured by real estate or interests
     therein.  Marquis Government, Marquis Strategic Income and Marquis
     Louisiana may invest in mortgage-backed securities.  In addition, each
     Marquis Fund and each One Group Fund, other than One Group Treasury Only,
     One Group Treasury  Securities and One Group Municipal, may invest in
     securities issued by companies investing in real estate or interests
     therein.

7.   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. The One Group Funds will not
     purchase securities while its borrowings (including reverse repurchase
     agreements) in excess of 5% of its total assets are outstanding.

     In addition, the One Group Funds may not purchase participation or other
direct interests in oil, gas or mineral exploration or development programs
(although investments by all of the One Group Funds other than One Group
Treasury Securities and One Group Treasury Only Money Market in marketable
securities of companies engaged in such activities are not hereby precluded). 
This is a non-fundamental policy for Marquis Funds.

     The following investment restrictions are NON-FUNDAMENTAL. This means that
they can be changed without the consent of a majority of the outstanding shares
of each Marquis Fund or each One Group Fund. 

     Neither the Marquis Funds nor the One Group Funds may:

1.   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.

     The One Group Funds may not acquire the securities of registered open-end
investment companies or registered unit investment trusts in reliance on Section
12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.


SHAREHOLDER POLICIES AND PROCEDURES

     The following is a summary comparison of the major shareholder policies and
procedures of Marquis Funds and The One Group.  As you will see, the Funds have
adopted substantially similar policies and procedures.

HOW DO THE FUNDS' PURCHASE PROCEDURES DIFFER?


                                          38
<PAGE>

     Shares of both the Marquis Funds and the One Group Funds are sold on a
continuous basis. Shares of the Marquis Funds currently may be purchased
directly from the shareholder servicing and transfer agent, DST Systems, Inc.,
or from an authorized sub-transfer agent by mail, by wire or through an
automatic investment plan. Shares also may be purchased through certain
authorized broker/dealers.

     Likewise, shares of the One Group Funds may be purchased directly from
their distributor, the One Group Services Company by mail, telephone or wire. 
In addition, One Group shares also may be purchased through investment advisors,
brokers, financial planners, banks, insurance companies, retirement or 401(k)
plan sponsors, or other intermediaries.

ARE THE FUNDS OPEN ON THE SAME DAYS?

     Purchases and redemptions of shares of Marquis Funds and the One Group
Funds may be made on any day that the New York Stock Exchange is open for
trading ("Business Days").  However, Marquis Institutional, One Group Treasury
Only, Maquis Treasury Securities, One Group Treasury Securities, Marquis
Tax-Exempt and One Group Municipal are not open for business on Columbus Day and
Veterans Day.

HOW DO THE FUNDS' MINIMUM INVESTMENT AMOUNTS COMPARE?

     The minimum initial investment in either class of any Marquis Fund is
$2,500 ($500 minimum for Individual Retirement Accounts and employees of Banc
One Investment Advisors and its affiliates; however, the distributor may waive
the minimum investment at its discretion.)  Subsequent purchases of shares must
be at least $100 except for purchases through the automatic investment plan and
payroll deductions, which must be at least $50.  

     The minimum initial and subsequent investments in the One Group Funds 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.

DO THE FUNDS OFFER THE SAME CLASSES OF SHARES?

The One Group Funds currently offer four classes of shares:  Class A, Class B,
Class C, and Fiduciary Class.
- -    Class A, Class B and Class C 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. 
- -    The section entitled "How To Do Business With The One Group" in the One
     Group Prospectuses accompanying this Combined Prospectus/ Proxy Statement
     will provide more information. 

The Marquis Funds offers five classes of shares:  Class A, Class B, Retail
Class, Cash Sweep and Trust Class.
- -    Class A shares are offered to the general public and to investors for whom
     affiliates of BANC ONE CORPORATION serve in a fiduciary, agency or
     custodial capacity. Class B shares are offered to the general public. 
- -    Retail Class is offered to the general public, but is available only in
     Marquis Treasury Securities and Marquis Tax-Exempt.
- -    Trust Class shares are have a minimum intitial investment amount of $1
     million, but are offered only in Marquis Treasury Securities and Marquis
     Tax-Exempt.  
- -    Cash Sweep Class is offered only in Marquis Treasury Securities.

HOW DO SALES CHARGES COMPARE?

Marquis Funds and The One Group Funds have similar sales charge structures.


                                          39
<PAGE>

- -    One Group Class A shares assess a 4.5% up-front sales charge.  Marquis
     Class A shares charge an up-front fee of 3.5% of the offering price.
- -    Class A shares of One Group Treasury Securities and Class A shares of One
     Group Municipal shares are sold without any sales charge, as are Trust,
     Retail and Cash Sweep shares of Marquis Treasury Securities and Marquis
     Tax-Exempt.
- -    Both One Group Class B shares and Marquis Class B shares are offered
     without any up-front sales charge, but both do assess a Contingent Deferred
     Sales Charge ("CDSC") if you redeem shares according to the following
     schedules:


<TABLE>
<CAPTION>
                                    THE ONE GROUP

                                            CDSC AS A % OF DOLLAR
            YEARS SINCE PURCHASE           AMOUNT 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%
                    more than 6                   0.00%

<CAPTION>

                                    MARQUIS FUNDS

                                            CDSC AS A % OF DOLLAR
            YEARS SINCE PURCHASE           AMOUNT SUBJECT TO CHARGE
            --------------------           ------------------------
<S>                                        <C>
                    0-1                           3.50%
                    1-2                           2.75%
                    2-3                           2.00%
                    3-4                           1.25%
                    4-5                           0.50%
                    more than 5                   0.00%
</TABLE>


- -    One Group Class C shares are offered without any up-front sales charge, but
     do assess a Contingent Deferred Sales Charge ("CDSC") if you redeem shares
     according to the following schedule:

<TABLE>
<CAPTION>
                                            CDSC AS A % OF DOLLAR
            YEARS SINCE PURCHASE           AMOUNT SUBJECT TO CHARGE
            --------------------           ------------------------
<S>                                        <C>
                    0-1                           1.00%
                    After first year              none
</TABLE>


WILL I PAY A SALES CHARGE IN THE REORGANIZATION?

- -    One Group Fiduciary Class shares do not assess any sales charges.
- -    Marquis Institutional and One Group Treasury Only do not assess a sales
     charge.
- -    No sales charge will be imposed on any Class A shares of the One Group
     Funds distributed in the reorganization.  


                                          40
<PAGE>

- -    If you own Class B shares of Marquis Funds, the CDSC currently applicable
     to those shares (including the period of time you have held those shares)
     will be applied to your One Group shares.  This means that your CDSC will
     not change.   
- -    For additional information regarding sales charges for the One Group Funds
     and the Marquis Funds see the section entitled "COMPARISON OF CURRENT
     EXPENSES" in this Combined Prospectus/Proxy Statement. 

HOW DO EXCHANGE PRIVILEGES COMPARE?

Marquis Funds and The One Group have adopted similar, but slightly different,
exchange policies.

Marquis Fund shareholders enjoy the following exchange privileges:
- -    Class A shares may be exchanged for Class A shares of any other Marquis
     Fund or for Retail Class shares of Marquis Treasury Securities and Marquis
     Tax-Exempt.
- -    Class B shares may be exchanged for Class B shares of any other Marquis
     Fund.
- -    Retail Class shares of Marquis Treasury Securities and Marquis Tax-Exempt
     may be exchanged for Class A or Class B shares of any other Marquis Funds.
- -    Trust Class shares of Marquis Treasury Securities may be exchanged for
     Class A shares of any other Marquis Fund.
- -    Cash Sweep shares of Marquis Treasury Securities and Marquis Tax-Exempt may
     be exchanged for Class A or Class B shares of other Marquis Funds.
- -    Exchanges are processed the same business day they are received, provided
     they are received by 4:00 p.m., Eastern time/3:00 p.m., Central time.

One Group shareholders may make the following exchanges:
- -    Class A shares of a Fund may be exchanged for Fiduciary Class shares of
     that Fund or for Class A or Fiduciary Class shares of another Fund of The
     One Group, BUT ONLY IF you are eligible to purchase those shares.
- -    Fiduciary Class shares of a Fund may be exchanged for Class A shares of
     that Fund or for Class A or Fiduciary Class shares of another Fund of The
     One Group.
- -    Class B shares of a Fund may be exchanged for Class B shares of another
     Fund of The One Group.
- -    Class C shares of a Fund may be exchanged for Class C shares of another
     Fund of The One Group.
- -    Exchanges are processed the same business day they are received, provided
     they are received by 4:00 p.m., Eastern time/3:00 p.m., Central time.
- -    The One Group does not charge a fee for this privilege. 

DO THE FUNDS ASSESS A SALES CHARGE ON AN EXCHANGE?

Marquis Funds generally do not assess a sales charge on exchanges.  However:
- -    You will pay a sales charge on exchanges from Retail Class shares of
     Marquis Treasury Securities and Marquis Tax-Exempt to Class A or Class B
     shares of any other Marquis Fund unless you qualify for a sales load
     waiver.
- -    You will pay a sales charge if you exchange Trust Class shares of Marquis
     Treasury Securities acquired with cash for Class A shares of any other
     Marquis Fund unless you qualify for a sales load waiver.
- -    You will pay a sales charge on exchanges from Cash Sweep shares of Marquis
     Treasury Securities and Marquis Tax-Exempt to Class A or Class B shares of
     any other Marquis Fund, unless you qualify for a sales charge waiver.
- -    For information on sales charge waivers, please see the section in the
     prospectus for Marquis Funds entitled "WAIVER OF SALES CHARGES".

Generally, you will not pay a sales charge on an exchange between One Group
Funds.  However:
- -    You will pay a sales charge if you own Fiduciary Class shares of a Fund and
     you want to exchange those shares for Class A shares, unless you qualify
     for a sales charge waiver.
- -    You will pay a sales charge if you bought Class A shares of a Fund:


                                          41
<PAGE>

     1.   That does not charge a sales charge and you want to exchange those
          shares for shares of a Fund that does, in which case you would pay the
          sales charge applicable to the Fund into which you are exchanging.
     2.   That charged a lower sales charge than the Fund into which you are
          exchanging, in which case you would pay the difference between that
          Fund's sales charge and all other sales charges you have already paid.

- -    If you exchange Class B or Class C shares of a Fund, you will not pay a
     sales charge at the time of the exchange, however:
     1.   Your new Class B or Class C shares will be subject to the higher CDSC
          of either the Fund from which you exchanged, the Fund into which you
          exchanged, or any Fund from which you previously exchanged.
     2.   The current holding period for your exchanged Class B or Class C
          shares is carried over to your new shares.
- -    For information on sales charge waivers, please see the section in the
     prospectus for The One Group entitled "SALES CHARGE REDUCTIONS AND
     WAIVERS."

HOW DO THE FUNDS AUTOMATIC CONVERSION FEATURES COMPARE?

Both Marquis Funds Class B shares and One Group Class B shares automatically
convert to Class A shares after a period of time.  

Marquis Class B shares convert to Class A shares after five years (measured from
the end of the month in which the shares were purchased).  One Group Class B
shares convert to Class A shares after eight years, also measured from the end
of the month in which the shares were purchased.   Any  One Group Class B shares
you receive in the reorganization will still convert to Class A shares after
five years (rather than the eight years normally applicable to One Group
shares).  In both the Marquis Funds and the One Group Funds:
- -    Your shares after the conversion will be subject to the lower distribution
     and shareholder servicing fees charged on Class A shares.
- -    You will not be assessed any sales charges or fees for conversion of
     shares, nor will you be subject to any tax.
- -    Conversions are on the basis of the relative net asset values of the two
     classes. 
- -    For more information, see the section entitled  "Conversion Feature" in
     both the Marquis Funds and The One Group Prospectuses accompanying this
     Combined Prospectus/Proxy Statement. 

HOW DO REDEMPTION PROCEDURES COMPARE?

Both the Marquis Funds and the One Group Funds permit shareholders to redeem
their shares without charge (except for the CDSC assessed Class B shares) on any
Business Day; 
- -    Shares may ordinarily be redeemed by mail, telephone or wire.  Marquis
     Funds assess a $25 charge for wiring redemption fees.  One Group
     shareholders pay a $7.00 wire redemption fee.
- -    All redemption orders are effected at the net asset value per share next
     determined for Marquis and One Group Class A shares, One Group Fiduciary
     Class shares, Marquis Retail, Trust and Cash Sweep shares.
- -    Redemption orders for Marquis and One Group Class B share are effected at
     net asset value per share next determined reduced by any applicable CDSC,
     after receipt of a valid request for redemption. 
- -    Both the Marquis Funds and the One Group Funds pay shareholders for shares
     redeemed within seven days after receipt of the request for redemption. 
     However, One Group Treasury Securities and One Group Municipal will attempt
     to honor requests for next day payment, if the request is received before:
     (I)  12:00 noon Eastern time for One Group Municipal, and 
     (ii) 2:00 p.m. Eastern time for One Group Treasury Securities.
- -    For additional information on redemption procedures, see the section
     entitled "REDEMPTION OF SHARES" in the Marquis Funds Prospectus and
     "REDEEMING FUND SHARES" in the One Group Prospectuses, both accompanying
     this Combined Prospectus/Proxy Statement. 

                                          42
<PAGE>


DO BOTH FUNDS PROVIDE FOR SYSTEMATIC WITHDRAWALS?

Yes, both the Marquis Funds and the One Group Funds allow you to redeem shares
on a systematic basis, and both  Marquis Funds and the One Group Funds allow you
to receive monthly, quarterly, or annual payments of  $100 or more. However,
there are some differences:
- -    Marquis Funds also allow for semi-annual payments.
- -    In order to redeem on a systematic basis, The One Group requires a minimum
     account balance of $10,000.  The minimum account balance required by
     Marquis Funds is $5,000.
- -    If you own Class B shares of a One Group Fund, you or your designee may
     receive systematic payments provided the payments are limited to no more
     than 10% of your account value annually.  This is because The One Group
     permits a shareholder to withdraw up to 10% of their account value each
     year without paying the normal CDSC.  If you were permitted to
     systematically withdraw in excess of 10% of your account value annually,
     you would be subject to a CDSC.
- -    Marquis Funds does not impose a limit on Class B systematic withdrawals. 
     However, the entire amount of the systematic withdrawal is subject to the
     applicable CDSC.
- -    One Group Treasury Securities and One Group Municipal permit systematic
     withdrawals for all share classes.  Systematic withdrawals are not
     permitted for Trust Class shareholder of Marquis Treasury Securities.

Neither Marquis Institutional nor One Group Treasury Only permit systematic
withdrawals.

DO THE FUNDS DECLARE AND DISTRIBUTE DIVIDENDS THE SAME WAY?

No.  For the equity funds:
- -    Marquis Balanced, Marquis Value, Marquis Growth, Marquis Small Cap and
     Marquis International declare and pay dividends quarterly.
- -    One Group Asset Allocation. One Group Value, One Group Growth, One Group
     Small Cap and One Group International Index generally declare dividends on
     the last business day of each month.  Dividends are distributed on the
     first business day of the next month.  
- -    Capital gains, if any, for each Marquis Fund and each One Group Fund are
     distributed at least annually.

For the bond funds:
- -    One Group Government, One Group Income, and One Group Louisiana generally
     declare dividends on each business day.  Dividends are distributed on the
     first business day of each month.
- -    Marquis Government, Marquis Strategic Income, and Marquis Louisiana declare
     and pay dividends monthly.
- -    Capital gains, if any, for each Marquis Fund and each One Group Fund are
     distributed at least annually.

For the money market funds:
- -    One Group Treasury Only, One Group Treasury Securities, One Group
     Municipal, Marquis Institutional, Marquis Treasury Only, and Marquis
     Tax-Exempt declare dividends on each business day.  Dividends are
     distributed on the first business day of each month.
- -    Capital gains, if any, for each Marquis Fund and each One Group Fund are
     distributed at least annually. 

Both the Marquis Funds and the One Group Funds pay dividends and distributions
on a per-share basis.  This means that the value of your shares will be reduced
by the amount of the payment.   In addition, shareholders in both the Marquis
Funds and the One Group Funds automatically receive all income dividends and
capital gain distributions in additional shares of the same Fund and class,
unless they have elected to take such payment in cash. 

ARE FUND SHARES PRICED THE SAME WAY?

Yes.  Both the Marquis Funds and the One Group Funds determine net asset value
per share by dividing the total market value of a Fund's investments and other
assets allocable to a class (minus class expenses) by the number of outstanding

                                          43
<PAGE>


shares in that class.  A Fund's net asset value changes every day.  The Marquis
Funds and the One Group Funds calculate net asset value at different times
during the day.
- -    Net asset value is calculated each business day at 4:00 p.m.  Eastern
     time/3:00 Central time for the following funds:

     Marquis Government                 One Group Government
     Marquis Strategic Income           One Group Income
     Marquis Louisiana                  One Group Louisiana
     Marquis Balanced                   One Group Asset Allocation
     Marquis Value                      One Group Value
     Marquis Growth                     One Group Growth
     Marquis Small Cap                  One Group Small Cap
     Marquis International              One Group International Index

- -    Net asset value is calculated each business day at 12:00 noon Eastern
     time/11:00 a.m. Central time and 4:00 p.m. Eastern time/3:00 p.m. Central
     time, for the following funds:

     Marquis Tax-Exempt                 One Group Municipal 
     Marquis Treasury Securities
     Marquis Institutional

- -    Net asset value is calculated each business day at 2:00 p.m. Eastern
     time/1:00 p.m. Central time and 4:00 p.m. Eastern time/3:00 p.m. Central
     time, for the following funds:

     One Group Treasury Securities
     One Group Treasury Only

Both Marquis Money Market and One Group Money Market value securities based on
the amortized cost method of valuation pursuant to Rule 2a-7 under the
Investment Company Act of 1940. 

FEDERAL INCOME TAX CONSEQUENCES

Consummation of this transaction is subject to the condition that the One Group
Funds and the Marquis Funds receive an opinion of Ropes & Gray, counsel to The
One Group, to the effect that the transaction will not result in the recognition
of gain or loss for Federal income tax purposes by the Funds under Sections 361
and 1032 of the Internal Revenue Code of 1986, as amended, (the "Code") or the
Marquis Fund shareholders under Section 354 of the Code. 

                                     RISK FACTORS

     This section will help you understand the main risks of investing in the
One Group Funds.  Because of the similarities in investment objectives and
policies, the Marquis Funds and the One Group Funds (for purposes of this
discussion only, collectively, the "Funds") are subject to substantially similar
investment risks.  The following discussion identifies the broad risks inherent
in investing in the Funds.  For more specific risks relating to specific
securities purchased by the Funds, please read the sections entitled "INVESTMENT
PRACTICES" and "INVESTMENT RISKS" in The One Group prospectuses, and
"DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS" in the Marquis Funds
prospectuses. 

EQUITY SECURITIES: Marquis Balanced, Marquis Value, Marquis Growth, Marquis
Small Cap, Marquis International, One Group Asset Allocation, One Group
Disciplined, One Group Growth, One Group Small Cap and One Group International
Index invest in equity securities, which may increase or decrease in value.  As
a result, the value of your investment in a Fund may increase or decrease in
value. 


                                          44
<PAGE>

SMALL CAPITALIZATION COMPANIES: Marquis Small Cap and One Group Small Cap invest
in small capitalization companies.  Investments in smaller, younger companies
may be riskier than investments in larger, more established companies.  These
companies may be more vulnerable to changes in economic conditions, specific
industry conditions, market fluctuations, and other factors effecting the
profitability of other companies.  Because economic events may have a greater
impact on smaller companies, there may be a greater and more frequent
fluctuation in their stock price.  This may cause frequent and unexpected
increases or decreases in the value of your investment.

FIXED INCOME SECURITIES: Marquis Institutional, Marquis Treasury Securities,
Marquis Tax-Exempt, Marquis Strategic Income, Marquis Government, Marquis
Louisiana, Marquis Balanced, One Group Treasury Only, One Group Treasury
Securities, One Group Municipal, One Group Income, One Group Government, One
Group Louisiana, and One Group Asset Allocation  invest in fixed income
securities.  Investments in fixed income securities (for example, bonds) will
increase or decrease in value based on changes in interest rates.  If rates
increase, the value of a Fund's investments generally declines.  On the other
hand, if rates fall, the value of the investments generally increases.  The
value of your investment in a Fund will increase and decrease as the value of a
Fund's investments increase and decrease.  While securities with longer duration
and maturities tend to produce higher yields, they also are subject to greater
fluctuations in value when interest rates change.  Usually changes in the value
of fixed income securities will not affect cash income generated, but may affect
the value of your investment.

NON-DIVERSIFIED FUNDS: Both Marquis Louisiana and One Group Louisiana are
"non-diversified" funds.  This means that the Funds may invest a more
significant portion of their assets in the securities of a single issuer than
can a "diversified" fund.  In addition, the Funds' investments are concentrated
geographically.  These concentrations increase the risk of loss to the Funds if
an issuer fails to make interest or principal payments or if the market value of
a security declines.

STATE SPECIFIC MUNICIPAL SECURITIES:  Because Marquis Louisiana and One Group
Louisiana concentrate their investments in  Louisiana, certain factors may have
a disproportionate negative effect on the Funds' investments.  These factors may
include certain economic conditions, constitutional amendments, legislative
measures, executive orders, administrative regulations and voter initiatives. 
The Louisiana economy is heavily dependent on a single industry, in this case
energy (oil and gas).  Louisiana continues to recover from the oil price
declines of the mid-1980's, although its debt burden is well above that of other
states, while wealth and income indicators are below the national average. 
Louisiana posts unemployment rates above the national average.

INDEX FUNDS: Unlike Marquis International, One Group International Index is an
index fund.  An index fund's investment objective is to track the performance of
a specified index.  Therefore, securities may be purchased, retained and sold by
an index fund at times when an actively managed fund would not do so.  As a
result, you can expect greater risk of loss (and a correspondingly greater
prospect of gain) from changes in the value of securities that are heavily
weighted in the index than would be the case if the funds were not fully
invested in such securities.  Because of this, an index fund's share price can
be volatile and you should be prepared to handle sudden, and sometimes
substantial, fluctuations in the value of your investment.

INTERNATIONAL FUNDS:  Investments in foreign securities involve risks different
from investments in U.S. securities.  These include the risk of losses
attributable to unfavorable governmental or political actions, seizure of
foreign deposits, changes in tax or trade statutes, and governmental collapse
and war.  Investments in foreign securities also involve the risk associated
with higher transaction costs, delayed settlements, currency controls and
adverse economic developments.  This also includes the risk that fluctuations in
the exchange rates between the U.S. dollar and foreign currencies may negatively
affect an investment.  Adverse changes in exchange rates may erode or reverse
any gains produced by foreign currency denominated investments and may widen any
losses.  Exchange rate volatility also may affect the ability of an issuer to
repay U.S. dollar denominated debt, thereby increasing credit risk. Because of
these risk factors, the share price of both Marquis International and One Group
International Equity Index Fund is expected to be volatile, and you should be
prepared to sustain sudden, and sometimes substantial, fluctuations in the value
of your investment.


                                          45
<PAGE>

LOWER RATED SECURITIES: One Group Income may invest in debt securities rated in
the lowest investment grade category.  Securities in this rating category are
considered to have speculative characteristics.  Changes in economic conditions
or other circumstances may have a greater effect on the ability of issuers of
these securities to make principal and interest payments than they do on issuers
of higher grade securities.

HIGH YIELD/JUNK BONDS: One Group Income also may invest up to 30% of its total
assets in debt securities rated below investment grade.  Marquis Strategic
Income does not invest in securities rated below investment grade.   These
securities are regarded as predominately speculative.  Lower rated securities
generally provide a higher yield than higher rated debt securities of similar
maturity, but are subject to a greater degree of risk that the issuer may not be
able to make principal and interest payments.  Issuers of these 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.

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 change can 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, political changes or
adverse developments specific to the issuer.  A projection of an economic
downturn, for example, could cause the price of these securities to decline
because a recession could lessen the ability of a highly leveraged company to
make principal and interest payments on its debt securities.  In the event of a
default, One Group Income would experience a decrease in income and a decline in
the market value of its investments.  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 debt securities generally fluctuate with changes
in interest rates so that One Group Income's net asset value can be expected to
decrease as long-term interest rates rise and to increase as long-term rates
fall.  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, One
Group Income will not rely solely on ratings issued by established credit rating
agencies, but will use such ratings in conjunction with Banc One Investment
Advisors' independent and ongoing review of credit quality.

Because investments in lower rated securities involve greater investment risk,
achievement of One Group Income's investment objectives may be more dependent on
Banc One Investment Advisor's credit analysis than would be the case if One
Group Income were investing in higher rated securities.  One Group Income may
seek to hedge investments through transactions in options, futures contracts and
related options.  One Group Income also may use swap agreements to further
manage exposure to lower rated securities.

DERIVATIVES:  Some of the Funds invest in securities that are considered to be
derivatives.  These securities may be more volatile than other investments. 
These include:

- -    Each Marquis Fund and each One Group Fund may purchase options, futures
     contracts, and options on futures contracts.

- -    Marquis Balaced, One Group Assets Allocation, Marquis Value, Marquis
     Growth, Marquis Stategic Income, One Group Income, Marquis International
     may hold warrants.

- -    Marquis Government, One Group Government, Marquis Balanced, One Group Asset
     Allocation, Marquis Startegic Income, One Group Income, One Group Louisiana
     and One Group Municipal may invest in 

                                          46
<PAGE>


     mortgage-backed securities, including collateralized mortgage obligations
     and Real Estate Mortgage Investment Conduits (CMOs and REMICs) and stripped
     mortgage-backed securities (IOs and POs).

- -    Marquis Government, Marquis Balanced, One Group Asset Allocation, Marquis
     Startegic Income, One Group Income, One Group Louisiana and One Group
     Municipal may purchase asset-backed securities.

- -    Marquis International and One Group International Index may invest in swap,
     cap and floor transactions.

In addition to the derivatives listed above, One Group Income, One Group Asset
Allocation, One Group Disciplined, One Group Growth, One Group Small Cap and One
Group Asset Allocation invest in the following derivatives.

- -    new financial products

- -    structured instruments

Only One Group International Index invests in currency forwards.

Derivatives may be riskier than traditional investments.

The above discussion is qualified in its entirety by the disclosure in the One
Group Funds and Marquis Funds Prospectuses accompanying this Combined
Prospectus/Proxy Statement. 


                      MANAGEMENT DISCUSSION OF FUND PERFORMANCE

     This section includes a discussion by the management of The One Group and
Marquis Funds about each fund's performance.  

TREASURY SECURITIES 
MONEY MARKET FUNd

For the twelve months ended September 30, 1997, the Treasury Securities Money
Market Fund generated a total return of 5.04% for Trust shares and 4.83% for
Retail shares from which a 12b-1 charge has been deducted. From inception on
February 26, 1997, the Cash Sweep Class of the Treasury Securities Money Market
Fund generated a total return on an annualized basis of 4.46%. This compares to
a 4.84% return for the IBC/Donoghue U.S. Treasury and Repo Index. The Fund's net
assets increased from $1.049 billion to $1.364 billion over the fiscal year.

For much of the year, the Fund's largest sector weighting consisted of 
overnight repurchase agreements collateralized by U.S. Treasury securities. This
strategy was designed to take advantage of a pattern in the yield curve that
offered little reward for venturing out into longer maturities. In addition, it
provides shareholders with an adequate degree of liquidity.

Looking ahead, we do not foresee a near-term slowdown in economic growth that
would cause the Federal Reserve Board to lower interest rates. On the contrary,
we feel there remains a possibility that money market rates could stay stable or
rise. Should this occur, we believe we are well positioned to take advantage of
higher rates by converting our cash assets into longer-term instruments.

TAX EXEMPT
MONEY MARKET FUND


                                          47
<PAGE>

For the twelve months ended September 30, 1997, the Tax Exempt Money Market Fund
generated a total return of 3.12%. This compares to a 3.08% return for the
IBC/Donoghue Tax-Free Index. The Fund's net assets increased from $66.2 million
to $76.7 million over the fiscal year.

Short-term interest rates were stable during most of the fiscal year, except for
a quarter-percent hike by the Federal Reserve Board ("the Fed") in March 1997.
Other fundamental factors in the short-term municipal securities market remained
favorable as well, including steady demand coupled with a declining supply.

In this environment, the Fund was able to follow up on its strong performance of
1996 with another excellent year.

Looking ahead, we see a continuation of current conditions, as moderate economic
growth and low inflation add up to an ideal environment for stability in the
short-term municipal markets. However, any imbalance in such factors as
employment, consumer and producer prices, or consumer sentiment could spur the
Fed to push short-term rates higher.

GOVERNMENT SECURITIES FUND

For the twelve months ended September 30, 1997, the Government Securities Fund
generated a total return of 8.22% for Class A shares without a sales load, 4.46%
for Class A shares from which a sales charge has been deducted, and 3.90% for
Class B shares from which a sales charge has been deducted. This compares to a
7.83% return for the Lehman Intermediate Government Bond Index.

The Fund's holdings, which consist primarily of obligations issued or guaranteed
as to principal and interest by the U.S. Government and its agencies or
instrumentalities, ended the fiscal year with an average weighted maturity of
6.0 years, and a weighted average duration of 3.7 years.

The Fund's strong performance for the fiscal year was attributable to a
favorable economic environment, along with portfolio strategies that enhanced
yields.

The domestic economy continued to benefit from low inflation, despite moderate
economic growth and the lowest unemployment levels in decades. As a result, the
Federal Reserve Board found little cause to increase interest rates. Outside of
a modest hike in short-term rates in March 1997, bonds enjoyed a relatively
stable environment for most of the fiscal year.

Throughout the year, the Fund maintained its strategy of overweighing the
non-callable sector of the government market, with Treasury and agency
securities representing over half of the portfolio. The balance of the portfolio
was composed primarily of mortgage-backed instruments and collateralized
mortgage obligations, which provided incremental yield without compromising
quality. The short-term portion of the portfolio was held to only about 4%
during most of the period.

Looking ahead, we see a continuation of the favorable economic trends that have
prevailed over the past year. Long-term interest rates are declining worldwide,
while the domestic economy continues to experience moderate growth with low
inflation. We believe that good values are plentiful in the government bond
markets and that real rates are attractive relative to historical norms.

In light of these conditions, we plan to continue our strategy of pursuing high
quality and above-average yields. We will view any cyclical upswings in yields
as buying opportunities.

<TABLE>
<CAPTION>


                                         Average        Average        Average
                          One            Annual         Annual         Annual
                          Year           3 Year         5 Year         10 Year
                          Return         Return         Return         Return
                          ------         ------         ------         ------
<S>                       <C>            <C>            <C>            <C>
Class A
- -------
WITHOUT LOAD              8.22%          7.69%          5.50%          7.93%
WITH LOAD                 4.46           6.42           4.75           7.54


                                          48
<PAGE>

Class B
- -------
WITHOUT LOAD              7.40           6.87           4.89           7.61
WITH LOAD                 3.90           6.28           4.81           7.61

</TABLE>

For the period ended September 30, 1997.
Past performance of the Fund is not predictive of future performance. Class A
shares were offered beginning October 1, 1993. Class B shares were offered
beginning October 22, 1993. Performance of the Class A shares reflects the
maximum front end sales charge of 3.50%. Performance of the Class B shares
reflects the maximum contingent deferred sales charge of 1.25% for the four-year
holding period. The performance quoted includes past performance of the common
trust fund managed by First National Bank of Commerce, adjusted for fees and
expenses, for the periods prior to the inception of the Government Securities
Fund. The common trust fund was not registered under the 1940 Act and therefore
was not subject to certain investment restrictions which may have adversely
affected performance. The performance of the Lehman Intermediate Government Bond
Index and the Lipper Intermediate U.S. Government Average does not include
annual operating expenses which are experienced by the Fund.

           COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT
                       IN THE GOVERNMENT SECURITIES FUND
                 VERSUS THE LEHMAN INTERMEDIATE GOVERNMENT BOND
           INDEX AND THE LIPPER INTERMEDIATE U.S. GOVERNMENT AVERAGE

                              [LINE GRAPH OMITTED]
CLASS A
       Government     Government     Lehman Intermediate   Lipper Intermediate 
       Securities  Securities Fund,    Government Bond        U.S. Government 
          Fund          w/load              Index                 Average

9/87     10000           9650               10000                  10000
9/88     11095          10707               11062                  11140
9/89     11990          11571               12127                  12185
9/90     12852          12403               13168                  13076
9/91     14660          14146               14956                  14925
9/92     16401          15827               16818                  16699
9/93     17897          17270               18105                  18068
9/94     17602          16986               17833                  17400
9/95     19510          18827               19727                  19345
9/96     20309          19599               20733                  20088
9/97     21439          20689               22356                  21729
                                                    

                              [LINE GRAPH OMITTED]
CLASS B
       Government     Government     Lehman Intermediate   Lipper Intermediate 
       Securities  Securities Fund,    Government Bond        U.S. Government 
          Fund          w/load              Index                 Average

9/87     10000          10000               10000                   10000
9/88     11095          11095               11062                   11140
9/89     11990          11990               12127                   12185
9/90     12852          12852               13168                   13076
9/91     14660          14660               14956                   14925
9/92     16401          16401               16818                   16699
9/93     17457          17457               18105                   18068
9/94     17059          17059               17833                   17400
9/95     18782          18782               19727                   19345
9/96     19389          19389               20733                   20088
9/97     20824          20824               22356                   21729

STRATEGIC INCOME BOND FUND

From its inception on January 31, 1997, the Strategic Income Bond Fund generated
a total return on an annualized basis of 8.26% for Class A shares without a
sales load, 2.77% for Class A shares from which a sales charge has been
deducted, and 2.33% for Class B shares from which a sales charge has been
deducted. This compares to a 9.74% return for the Lehman Aggregate Bond Index
and 9.70% for the Salomon Broad Bond Index. The Fund's net assets reached $16.0
million by the end of the fiscal year.

During fiscal 1997, the Fund increased its weighting in high-quality corporate
bonds, which at year-end represented nearly two-thirds of the total portfolio.
The balance of the portfolio was composed primarily of Federal agency
mortgage-backed instruments. This approach allowed us to capture the higher
yields currently available in corporate issues.

Looking ahead, we believe that the current interest rate environment offers good
opportunities for fixed income investors, with our forecasts showing stable
interest rates for the near-term future.

However, we remain concerned that an unforeseen event, such as the economy
running at full capacity -- and any inflationary side effects of this scenario
- -- or an upward spike in oil prices, could have an adverse impact on the fixed
income markets.


                                          49
<PAGE>

   COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE STRATEGIC
 INCOME BOND FUND VERSUS THE SALOMON BROAD BOND INDEX, AND THE LIPPER CORPORATE
          DEBT BBB RATED AVERAGE, AND THE LEHMAN AGGREGATE BOND INDEX

                              [LINE GRAPH OMITTED]
CLASS A
        Strategic   Strategic    Salomon       Lipper         Lehman
         Income      Income       Broad      Corporate       Aggregate
          Bond      Bond Fund     Bond        Debt BBB         Bond 
          Fund       w/load       Index     Rated Average     Index

1/97     10000         9650       10000        10000           10000
2/97      9935         9587       10011        10046           10025
3/97      9765         9423        9910         9900            9914
4/97      9927         9580       10052        10041           10062
5/97     10009         9658       10146        10149           10158
6/97     10146         9791       10267        10294           10279
7/97     10506        10138       10545        10638           10556
8/97     10363        10000       10454        10505           10467
9/97     10550        10180       10608        10682           10622
                                                     


                              [LINE GRAPH OMITTED]
CLASS B
        Strategic   Strategic    Salomon       Lipper         Lehman
         Income      Income       Broad      Corporate       Aggregate
          Bond      Bond Fund     Bond        Debt BBB         Bond 
          Fund       w/load       Index     Rated Average     Index

1/97     10000        10000       10000        10000           10000
2/97      9939         9939       10011        10046           10025
3/97      9766         9766        9910         9900            9914
4/97      9913         9913       10052        10041           10062
5/97     10000        10000       10146        10149           10158
6/97     10120        10120       10267        10294           10279
7/97     10473        10473       10545        10638           10556
8/97     10335        10335       10454        10505           10467
9/97     10504        10154       10608        10682           10622

<TABLE>
<CAPTION>
                    Annualized Inception          Cumulative Inception
                    to Date                           to Date
<S>                 <C>                           <C>

Class A
- -------
WITHOUT LOAD        8.26%                         5.50%
WITH LOAD           2.77                          1.83

Class B
- -------
WITHOUT LOAD        7.57                          5.04
WITH LOAD           2.33                          1.54
</TABLE>

For the period ended September 30, 1997.
Past performance of the Fund is not predictive of future performance. Class A
and B shares were offered beginning January 31, 1997. Performance of the Class A
shares reflects the maximum front end sales charge of 3.50%. Performance of the
Class B shares reflects the maximum contingent deferred sales charge of 3.50%
for the one-year holding period. The performance of the Salomon Broad Bond
Index, the Lipper Corporate Debt BBB Rated Average, and the Lehman Aggregate
Bond Index does not include annual operating expenses which are experienced by
the Fund.


LOUISIANA TAX-FREE INCOME FUND

For the twelve months ended September 30, 1997, the Louisiana Tax-Free Income
Fund generated a total return of 7.77% for Class A shares without a sales load,
3.95% for Class A shares from which a sales charge has been deducted, and 3.49%
for Class B shares from which a sales charge has been deducted. This compares to
a 7.22% return for the Lipper Intermediate Municipal Fund Index and a 9.03%
return for the Lehman Municipal Bond Index. The Fund's net assets increased from
$21.6 million to $39.6 million over the fiscal year.

The Fund's holdings, consisting primarily of securities which are exempt from
federal and state income tax to Louisiana residents, ended the fiscal year with
an average weighted maturity of 8.5 years, an average duration of 6.4 years, and
a weighted average quality rating of AAA.


                                          50
<PAGE>

Throughout the fiscal year, the Fund benefited from a stable interest rate
environment, as economic growth and inflation remained low. These conditions set
the stage for a period in which the fund was able to deliver its full coupon
yields, as well as some modest capital gains.

For most of the year, the Fund was overweighted in the highest quality sectors
of the Louisiana bond market. This somewhat defensive posture was designed to
shield against any fallout from the recent closing of a major casino in New
Orleans. Ultimately, however, increased tax revenues from the ongoing boom in
the energy industry have far outweighed the casino-related losses.

Looking ahead, we remain positive about the future of Louisiana-based municipal
issues, as the state's economy continues to grow and supply/demand factors point
to relatively stable prices. However, we plan to maintain our bias toward the
highest quality issues. We will stay alert to signs of inflationary pressures
that could impact total returns.

        COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE
    LOUISIANA TAX-FREE INCOME FUND VERSUS THE LIPPER INTERMEDIATE MUNICIPAL
                  FUND INDEX, THE LEHMAN MUNICIPAL BOND INDEX,
                  AND THE LEHMAN 10-YEAR MUNICIPAL BOND INDEX

                              [LINE GRAPH OMITTED]
CLASS A
         Louisiana     Louisiana        Lipper      Lehman      Lehman 
         Tax-Free   Tax-Free Income  Intermediate  Municipal    10-Year 
         Income          Fund          Municipal     Bond      Municipal
          Fund          w/load        Fund Index     Index     Bond Index

10/93     10000          9650            10000        10000       10000
 3/94      9564          9229             9707         9566        9592
 9/94      9719          9379             9861         9738        9801
 3/95     10138          9784            10251        10276       10314
 9/95     10597         10226            10723        10827       10958
 3/96     10823         10445            10954        11138       11228
 9/96     11071         10684            11192        11482       11488
 3/97     11317         10921            11420        11747       11812
 9/97     11932         11514            11998        12519       12580
                                                            


                              [LINE GRAPH OMITTED]
CLASS B
         Louisiana     Louisiana        Lipper      Lehman      Lehman 
         Tax-Free   Tax-Free Income  Intermediate  Municipal    10-Year 
         Income          Fund          Municipal     Bond      Municipal
          Fund          w/load        Fund Index     Index     Bond Index

10/93    10000           10000          10000        10000       10000
 3/94     9642            9642           9769         9650        9671
 9/94     9753            9753           9925         9824        9882
 3/95    10136           10136          10317        10367       10399
 9/95    10554           10554          10792        10923       11049
 3/96    10741           10741          11024        11237       11321
 9/96    10934           10934          11264        11584       11583
 3/97    11147           11147          11493        11851       11910
 9/97    11698           11573          12075        12630       12684
                                                           

<TABLE>
<CAPTION>

                                   Average Annual      Average Annual
                    One Year       3 Year              Return Inception
                    Return         Return              o Date
<S>                 <C>            <C>                 <C>

Class A
- -------
WITHOUT LOAD        7.77%          7.07%               4.55%
WITH LOAD           3.95           5.81                3.63

<CAPTION>

Class B
- -------
WITHOUT LOAD        6.99           6.25                4.23
WITH LOAD           3.49           5.65                3.94

</TABLE>


For the period ended September 30, 1997.


                                          51
<PAGE>

Past performance of the Fund is not predictive of future performance. Class A
shares were offered beginning October 1, 1993. Class B shares were offered
beginning October 22, 1993. Performance of the Class A shares reflects the
maximum front end sales charge of 3.50%. Performance of the Class B shares
reflects the maximum contingent deferred sales charge of 1.25% for the four-year
holding period. The performance of the Lipper Intermediate Municipal Fund Index,
the Lehman Municipal Bond Index, and the Lehman 10-Year Municipal Bond Index
does not include annual operating expenses which are experienced by the Fund.

BALANCED FUND

For the twelve months ended September 30, 1997, the Balanced Fund generated a
total return of 26.10% for Class A shares without a sales load, 21.69% for Class
A shares from which a sales charge has been deducted, and 21.69% for Class B
shares from which a sales charge has been deducted. This compares to a 24.03%
return for the Lipper Balanced Funds Average, a 40.43% return for the S&P 500
Composite Index, and a 7.83% return for the Lehman Intermediate Government Bond
Index. The Fund's net assets increased from $116.4 million to $138.9 million
over the fiscal year.

During the year, the Fund shifted to a somewhat more aggressive position,
increasing its proportion of stocks to about 55% of the portfolio, while bond
holdings represented about 40% and cash about 5%. This ratio reflected our
increasing confidence in the economy, which continued to demonstrate a
surprising combination of moderate growth and low inflation. The Fund's
proportions proved to be justified, as stocks outperformed bonds by a
significant margin.

The bond portion of the Fund produced solid gains through a combination of
coupon yields and capital appreciation. Bonds benefited from a relatively stable
environment in which rates actually declined somewhat over the course of the
fiscal year.

The Fund continued to emphasize intermediate-term government bonds for their
relative safety and stability. In addition, we increased the proportion of
mortgage-backed securities in order to take advantage of incremental yield
opportunities. Mortgage-backed instruments were favored over corporate bonds,
due to the fact that they offered a superior risk/return profile in the market
at that time.

The stock portion of the Balanced Fund, which pursues a strategy that combines
value and growth issues, with a value emphasis, also produced positive results
as the value and growth sectors exchanged leadership positions during the course
of the year.

The stock portfolio maintained a relatively defensive posture, with a bias
toward issues in the banking, consumer nondurables, and energy industries, where
price-earnings ratios tend to be below average. Among the better performers in
the portfolio were Parker-Hannifin, Tech Data Corp, SLM Holding Corp, and
Compaq.

Looking ahead, we believe the Balanced Fund remains well positioned for the
current environment, which offers the potential for strong returns from both
bonds and stocks. We anticipate a continuation of the favorable economic
climate, as global competition serves to prevent sharp price increases, while
productivity improvements help to boost corporate profits.

Still, we remain alert to the possibility of inflationary pressures which could
lead the Federal Reserve Board to hike interest rates. Therefore, we do not
currently anticipate any major changes in the Fund's proportions or in its
underlying investment strategies.

        COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE
  BALANCED FUND VERSUS THE WILSHIRE MID-CAP VALUE INDEX, THE S&P 500 COMPOSITE
  INDEX, THE LEHMAN INTERMEDIATE GOVERNMENT BOND INDEX AND THE LIPPER BALANCED
                                 FUNDS AVERAGE

                              [LINE GRAPH OMITTED]
CLASS A
                                 Wilshire                 Lehman      Lipper 
                    Balanced     Mid-Cap    S&P 500    Intermediate  Balanced
        Balanced      Fund        Value    Composite    Government     Funds 
          Fund       w/load       Index      Index      Bond Index    Average

10/93    10000         9650        10000     10000       10000         10000
 3/94     9752         9411         9605      9646        9807          9712
 9/94     9859         9514         9870     10159        9827          9882
 3/95    10365        10002        10342     11145       10227         10396
 9/95    11593        11188        12469     13176       10871         11767
 3/96    12272        11843        13611     14718       11158         12579
 9/96    12649        12207        13823     15853       11426         13224
 3/97    13303        12838        15146     17635       11686         13946
 9/97    15950        15393        18888     22264       12321         16396
                                                               


                              [LINE GRAPH OMITTED]
CLASS B
                                 Wilshire                 Lehman      Lipper 
                    Balanced     Mid-Cap    S&P 500    Intermediate  Balanced
        Balanced      Fund        Value    Composite    Government     Funds 
          Fund       w/load       Index      Index      Bond Index    Average

10/93    10000        10000       10000      10000         10000       10000
 3/94     9726         9726        9605       9646          9807        9712
 9/94     9788         9788        9870      10159          9827        9882
 3/95    10250        10250       10342      11145         10227       10396
 9/95    11428        11428       12469      13176         10871       11767
 3/96    12052        12052       13611      14718         11158       12579
 9/96    12376        12376       13823      15853         11426       13224
 3/97    12969        12969       15146      17635         11686       13946
 9/97    15494        15369       18888      22264         12321       16396


                                          52
<PAGE>

<TABLE>
<CAPTION>

                                   Average Annual      Average Annual
                    One Year       3 Year              Return Inception
                    Return         Return              to Date
<S>                 <C>            <C>                 <C>

Class A
- -------
WITHOUT LOAD        26.10%         17.40%              12.50%
WITH LOAD           21.69          16.00               11.51

Class B
- -------
WITHOUT LOAD        25.19          16.54               11.76
WITH LOAD           21.69          16.05               11.53

</TABLE>


For the period ended September 30, 1997.
Past performance of the Fund is not predictive of future performance. Class A
shares were offered beginning October 1, 1993. Class B shares were offered
beginning October 22, 1993. Performance of the Class A shares reflects the
maximum front end sales charge of 3.50%. Performance of the Class B shares
reflects the maximum contingent deferred sales charge of 1.25% for the four-year
holding period. The performance of the Wilshire Mid-Cap Value Index, the S&P 500
Composite Index, the Lehman Intermediate Government Bond Index, and the Lipper
Balanced Funds Average does not include annual operating expenses which are
experienced by the Fund.


VALUE EQUITY FUND

For the twelve months ended September 30, 1997, the Value Equity Fund generated
a total return of 45.27% for Class A shares without a sales load, 40.17% for
Class A shares from which a sales charge has been deducted, and 40.81% for Class
B shares from which a sales charge has been deducted. This compares to a 36.64%
return for the Wilshire Mid-Cap Value Index and a 40.43% return for the S&P 500
Composite Index. The Fund's net assets increased from $97.5 million to $144.1
million over the fiscal year.

The Fund's strong performance is attributable to a resurgence in the "value"
sector of the market and to portfolio decisions made throughout the year.

For the first half of fiscal 1997, the markets were dominated by a small group
of large multinational companies represented in the upper echelon of the S&P 500
Composite Index. However, as the increasingly high 


                                          53
<PAGE>

valuations of these issues began to raise eyebrows among even the most
optimistic investors, market sentiment shifted somewhat toward stocks with more
reasonable multiples, particularly in the long-dormant small and mid-cap
sectors.

Throughout the year, the Fund maintained its relatively defensive posture,
emphasizing large- and mid-cap issues whose price-earnings ratios were well
below the market average.  One goal of this strategy is to protect the portfolio
against the full impact of any downturns in the market. And when put to the test
in March 1997 by a ten percent drop in the overall market, our strategy did in
fact result in a lesser decline.

The portfolio continued to be heavily weighted in a variety of industries where
multiples tend to remain lower, such as banking, consumer nondurables, selective
technology companies, and energy/minerals. However, we have deliberately avoided
any attempt to focus on broad sectors of the market, preferring to select issues
based on their individual merits.

Among the strongest performers in our portfolio during the past twelve months
were SCI Systems, Transocean Offshore, BankAmerica, and Cummins Engine.

Looking ahead, we plan to continue our emphasis on undervalued stocks that offer
above-average growth prospects and the chance for positive earnings surprises.
We believe that these issues will continue to offer a favorable combination of
capital appreciation potential and below-average risk.

            COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT
       IN THE VALUE EQUITY FUND VERSUS THE WILSHIRE MID-CAP VALUE INDEX,
       THE S&P 500 COMPOSITE INDEX, AND THE LIPPER EQUITY INCOME AVERAGE

                              [LINE GRAPH OMITTED]
CLASS A
                   Value   Wilshire    S&P     Lipper
          Value   Equity   Mid-Cap     500     Equity 
         Equity    Fund,    Value   Composite  Income
          Fund    w/load    Index     Index    Average

9/87     10000     9650     10000     10000      10000
9/88      8865     8555     10068      8760       9624
9/89     10844    10464     12730     11646      12026
9/90      9862     9517      9476     10571      10470
9/91     12669    12226     14086     13858      13427
9/92     13068    12611     16888     15395      14930
9/93     15650    15103     21625     17387      17612
9/94     15395    14857     21126     18029      17959
9/95     19264    18590     26688     23383      21588
9/96     21842    21077     29589     28135      25289
9/97     31730    30619     40431     39510      33925
                                           


                              [LINE GRAPH OMITTED]
CLASS B
                   Value   Wilshire    S&P     Lipper
          Value   Equity   Mid-Cap     500     Equity 
         Equity    Fund,    Value   Composite  Income
          Fund    w/load    Index     Index    Average

9/87     10000    10000     10000     10000     10000
9/88      8865     8865     10068      8760      9624
9/89     10844    10844     12730     11646     12026
9/90      9862     9862      9476     10571     10470
9/91     12669    12669     14086     13858     13427
9/92     13068    13068     16888     15395     14930
9/93     15650    15650     21625     17387     17612
9/94     15305    15305     21126     18029     17959
9/95     19004    19004     26688     23383     21588
9/96     21377    21377     29589     28135     25289
9/97     30850    30850     40431     39510     33925

<TABLE>
<CAPTION>

                                   Average          Average        Average
                    One Year       Annual 3         Annual 5       Annual 10
                    Return         Year Return      Year Return    Year Return
<S>                 <C>            <C>               <C>           <C>


                                          54
<PAGE>



Class A
- -------
WITHOUT LOAD        45.27%         27.26%           19.41%         12.24%
WITH LOAD           40.17          25.76            18.59          11.83

Class B
- -------
WITHOUT LOAD        44.31          26.32            18.74          11.92
WITH LOAD           40.81          25.90            18.69          11.92

</TABLE>


For the period ended September 30, 1997.
Past performance of the Fund is not predictive of future performance. Class A
shares were offered beginning October 1, 1993. Class B shares were offered
beginning October 22, 1993. Performance of the Class A shares reflects the
maximum front end sales charge of 3.50%. Performance of the Class B shares
reflects the maximum contingent deferred sales charge of 1.25% for the four-year
holding period. The performance quoted includes past performance of the common
trust fund managed by FNBC adjusted for fees and expenses. The common trust fund
was not registered under the 1940 Act and therefore was not subject to certain
investment restrictions which may have adversely affected performance. The
performance of the Wilshire Mid-Cap Value Index, the S&P 500 Composite Index,
and the Lipper Equity Income Average does not include annual operating expenses
which are experienced by the Fund.


GROWTH EQUITY FUND

For the twelve months ended September 30, 1997, the Growth Equity Fund generated
a total return of 31.25% for Class A shares without a sales load, 26.64% for
Class A shares from which a sales charge has been deducted, and 26.91% for Class
B shares from which a sales charge has been deducted. This compares to a 41.48%
return for the S&P 500/BARRA Growth Index and a 25.95% return for the Wilshire
Mid-Cap Growth Index. While the Fund has characteristics in common with both
indices, it more closely reflects the capitalization levels of the Wilshire
Mid-Cap Growth Index. The Fund's net assets increased from $18.5 million to
$33.4 million over the fiscal year.

Coming off a very strong fiscal 1996, the Fund continued to benefit from a surge
in enthusiasm for growth-oriented companies. Along with the overall stock
market, this sector has benefited from the favorable combination of moderate
economic growth, low inflation, and strong inflows of investor funds. Moreover,
growth companies have enjoyed special attention as the source of products and
services that boost productivity, making today's economic environment possible.

With significant holdings in the technology sector, as well as in healthcare,
manufacturing, and consumer nondurables, the Fund participated fully in this
ongoing rally.

Among the best performers in the portfolio for the fiscal year were computer
issues such as Compaq Corporation, Dell Computer, and Gateway 2000, as well as
healthcare leaders such as Eli Lilly, Merck, and Schering-Plough. Looking ahead,
we are concerned that the level of optimism about the economy in general and
growth stocks in particular may be reaching the level of excess.

Therefore, we continue to manage the Growth Equity Fund in a conservative
manner. We have trimmed our technology holdings in recent months and continue to
avoid those issues whose prices reflect overconfidence in the future. And while
we believe there are still many opportunities available to growth-oriented
investors, we are keenly aware of the risks that are inherent in today's
superheated market.


                                          55
<PAGE>

 COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE GROWTH EQUITY
 FUND VERSUS THE WILSHIRE MID-CAP GROWTH INDEX, THE S&P 500/BARRA GROWTH INDEX,
                      AND THE LIPPER GROWTH FUNDS AVERAGE

                              [LINE GRAPH OMITTED]
CLASS A
                  Growth  Wilshire  S&P 500/  Lipper
         Growth   Equity   Mid-Cap   BARRA    Growth
         Equity    Fund    Growth    Growth   Funds 
          Fund    w/load    Index    Index   Average

 3/96     10000     9650    10000    10000    10000
 6/96     10496    10129    10315    10701    10456
 9/96     10966    10583    10599    11078    10765
12/96     11368    10970    10736    11883    11340
 3/97     11165    10755    10176    12308    11207
 6/97     13034    12578    11790    14804    12985
 9/97     14393    13889    13351    15674    14363
                                            


                              [LINE GRAPH OMITTED]
CLASS B
                  Growth  Wilshire  S&P 500/  Lipper
         Growth   Equity   Mid-Cap   BARRA    Growth 
         Equity    Fund    Growth    Growth   Funds 
          Fund    w/load    Index    Index   Average

 4/96    10000    10000    10000     10000   10000
 6/96    10232    10232     9738     10498   10128
 9/96    10658    10658    10005     10867   10427
12/96    11037    11037    10135     11657   10984
 3/97    10825    10825     9607     12073   10856
 6/97    12609    12609    11130     14522   12577
 9/97    13898    13898    12604     15376   13912

<TABLE>
<CAPTION>

                    One Year       Average Annual Return
                    Return         Inception to Date
<S>                 <C>            <C>
Class A
- -------
WITHOUT LOAD        31.25%         26.43%
WITH LOAD           26.64          23.61

Class B
- -------
WITHOUT LOAD        30.41          27.04
WITH LOAD           26.91          25.34

</TABLE>


For the period ended September 30, 1997.
Past performance of the Fund is not predictive of future performance. Class A
shares were offered beginning March 1, 1996. Class B shares were offered
beginning April 19, 1996. Performance of the Class A shares reflects the maximum
front end sales charge of 3.50%. Performance of the Class B shares reflects the
maximum contingent deferred sales charge of 2.00% for the three-year holding
period. The performance of the Wilshire Mid-Cap Growth Index, the S&P 500/BARRA
Growth Index and the Lipper Growth Funds Average does not include annual
operating expenses which are experienced by the Fund.


SMALL CAP EQUITY FUND

For the twelve months ended September 30, 1997, the Small Cap Equity Fund
generated a return of 20.60% for Class A shares without a sales load, 16.35% for
Class A shares from which a sales charge has been deducted, and 


                                          56
<PAGE>

16.45% for Class B shares from which a sales charge has been deducted. This
compares to a 23.36% return for the Russell 2000 Growth Index for the same
period. The Fund's net assets reached $4.3 million by the end of the fiscal
year.

Small cap growth stocks generally underperformed for much of the fiscal year, as
large-cap issues continued to dominate the equity markets. However, as the final
quarter approached, the small cap sector began to gain momentum and appeared to
be poised for a sustainable revival.

The Marquis Small Cap Equity Fund currently invests substantially all of its
assets in the SEI Institutional Managed Trust Small Cap Growth Portfolio.
Against this backdrop, the Portfolio was hampered somewhat by weakness in
individual technology and pharmaceutical issues. However, favorable stock
selection in the producer goods and energy sectors helped to compensate for
these weaknesses.

Among the portfolio's best performers for the year were Cliffs Drilling and
Patterson Energy in the oil services sector, Imperial Credit Industries and
Astoria Financial Corp. in the financial services sector, and Medaphys in the
healthcare sector.


Looking ahead, we see strong signs of continued strength in small-cap issues,
and are pleased to note that growth stocks have begun to close the gap on the
value stocks, which had been in the lead during much of fiscal 1997. In light of
these positive trends, we plan to maintain sector weightings and market
capitalization levels that are fundamentally the same as those of the Russell
2000 Growth Index. We believe that this strategy will allow investors to add a
representative sampling of the small-cap growth sector to their overall
portfolios.

            COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT
                    IN THE SMALL CAP EQUITY FUND VERSUS THE
        RUSSELL 2000 GROWTH INDEX AND THE LIPPER SMALL CAP FUNDS AVERAGE

                              [LINE GRAPH OMITTED]
CLASS A
         Small   Small Cap   Russell   Lipper
          Cap     Equity      2000    Small Cap
        Equity     Fund,     Growth    Funds
         Fund     w/load      Index    Average

4/92     10000     9650       10000    10000
9/92     10664    10291        9522     9895
3/93     12496    12059       10937    11734
9/93     14663    14150       12301    13161
3/94     14574    14064       12110    13121
9/94     14663    14150       12408    13441
3/95     15921    15364       12992    14193
9/95     20731    20005       15904    17328
3/96     22273    21493       17067    18764
9/96     26180    25263       17910    20586
3/97     22135    21360       16074    19656
9/97     31573    30468       22092    26828
                        


                              [LINE GRAPH OMITTED]
CLASS B
         Small   Small Cap   Russell   Lipper
          Cap     Equity      2000    Small Cap
        Equity     Fund,     Growth    Funds
         Fund     w/load      Index    Average

4/92     10000    10000      10000      10000
9/92     10610    10610       9522       9895
3/93     12389    12389      10937      11734
9/93     14490    14490      12301      13161
3/94     14357    14357      12110      13121
9/94     14377    14377      12408      13441
3/95     15540    15540      12992      14193
9/95     20171    20171      15904      17328
3/96     21604    21604      17067      18764
9/96     25263    25263      17910      20586
3/97     21309    21309      16074      19656
9/97     30272    30272      22092      26828

<TABLE>
<CAPTION>
                                                                 Average 
                                   Average        Average        Annual Return
                    One Year       Annual 3       Annual 5       Inception
                    Return         Year Return    Year Return    to Date
<S>                 <C>            <C>            <C>            <C>

Class A
- -------


                                          57
<PAGE>

WITHOUT LOAD        20.60%         29.13%         24.24%         23.50%
WITH LOAD           16.35          27.63          23.39          22.71

Class B
- -------
WITHOUT LOAD        19.82          28.17          23.33          22.59
WITH LOAD           16.32          27.76          23.29          22.59

</TABLE>


For the period ended September 30, 1997.
Past performance of the Fund is not predictive of future performance. Class A
and B shares were offered beginning February 3, 1997. Performance of the Class A
shares reflects the maximum front end sales charge of 3.50%. Class B shares
reflect the maximum contingent deferred sales charge of 3.50% for the one-year
holding period. The performance quoted for the Marquis Small Cap Equity Fund
represents information relating to the SEI Institutional Managed Trust Small Cap
Growth Portfolio. The Marquis Small Cap Equity Fund invests substantially all of
its assets in the SEI Institutional Managed Trust Small Cap Growth Portfolio.
The performance information contained herein has been adjusted to reflect the
actual fees and expenses of the Marquis Small Cap Equity Fund, whose fees and
expenses are higher than those of the SEI Institutional Managed Trust Small Cap
Growth Portfolio. The SEI Institutional Managed Trust Small Cap Growth Portfolio
shares were offered beginning April 20, 1992. The performance of the Russell
2000 Growth Index and the Lipper Small Cap Funds Average does not include annual
operating expenses which are experienced by the Fund.


INTERNATIONAL EQUITY FUND

For the twelve months ended September 30, 1997, the International Equity Fund
generated a return of 9.71% for Class A shares without a sales load, 5.84% for
Class A shares from which a sales charge has been deducted, and 5.52% for Class
B shares from which a sales charge has been deducted. This compares to a 12.19%
return for the MSCI EAFE Index for the same period. The Fund's net assets
reached $3.8 million by the end of the fiscal year.

The Marquis International Equity Fund invests substantially all of its assets in
the SEI International Trust International Equity Portfolio. A robust economy in
the United Kingdom, along with modest gains in France and Germany, led to strong
performance for the Portfolio's European holdings. This stood in sharp contrast
to the Asian markets, which continued to suffer from ongoing economic malaise in
Japan and currency crises in the emerging markets of Malaysia and Thailand.

The Portfolio's performance was also dampened somewhat by its small-cap
holdings, which comprise roughly 20% of the portfolio, at a time when the
small-cap sector has been out of favor in both Europe and Asia.

Looking ahead, we believe that the recent setbacks in Asia and the global
small-cap sector will be temporary in nature, and represent normal cycles in a
global investment strategy. Further, we remain optimistic that the worldwide
economic expansion will continue to provide significant opportunities for
investors who seek diversification beyond U.S. borders.


<TABLE>
<CAPTION>

                                   Average        Average        Average
                                   Annual         Annual         Annual Return
                    One Year       3 Year         5 Year         Inception
                    Return         Return         Return         to Date
<S>                 <C>            <C>            <C>            <C>
Class A
- -------
WITHOUT LOAD        9.71%          7.68%          9.76%          5.06%
WITH LOAD           5.84           6.40           8.99           4.58

Class B
- -------
WITHOUT LOAD        9.02           6.87           8.93           4.25
WITH LOAD           5.52           6.32           8.86           4.25

</TABLE>

For the period ended September 30, 1997.
Past performance of the Fund is not predictive of future performance. Class A
and B shares were offered beginning February 3, 1997. Performance of the Class A
shares reflects the maximum front end sales charge of 3.50%. Class B shares
reflect the maximum contingent 


                                          58
<PAGE>

deferred sales charge of 3.50% for the one-year holding period. The performance
quoted for the Marquis International Equity Fund represents information relating
to the SEI International Trust International Equity Portfolio. The Marquis
International Equity Fund invests substantially all its assets in the SEI
International Trust International Equity Portfolio. The performance information
contained herein has been adjusted to reflect the actual fees and expenses of
the Marquis International Equity Fund, whose fees and expenses are higher than
those of the SEI INTERNATIONAL Trust International Equity Portfolio. The SEI
International Trust International Equity Portfolio shares were offered beginning
December 20, 1989. The performance of the MSCI EAFE Index and Lipper
International Funds Average does not include annual operating expenses which are
experienced by the Fund.

            COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT
                   IN THE INTERNATIONAL EQUITY FUND VERSUS THE
            MSCI EAFE INDEX AND THE LIPPER INTERNATIONAL FUNDS AVERAGE


                              [LINE GRAPH OMITTED]
CLASS A
                        International              Lipper 
         International     Equity      MSCI     International 
            Equity          Fund       EAFE         Funds 
             Fund          w/load      Index       Average

12/89       10000           9650       10000       10000
 9/90        8336           8045        6927        8455
 9/91        9376           9048        8443        9872
 9/92        9165           8844        7842        9726
 9/93       11028          10642        9908       11931
 9/94       11693          11284       10883       13522
 9/95       12156          11731       11514       13965
 9/96       13309          12843       12507       15320
 9/97       14601          14090       14032       18168


                              [LINE GRAPH OMITTED]
CLASS B
                        International              Lipper 
         International     Equity      MSCI     International 
            Equity          Fund       EAFE         Funds 
             Fund          w/load      Index       Average

12/89       10000          10000       10000       10000
 9/90        8286           8286        6927        8455
 9/91        9248           9248        8443        9872
 9/92        8969           8969        7842        9726
 9/93       10715          10715        9908       11931
 9/94       11269          11269       10883       13522
 9/95       11617          11617       11514       13965
 9/96       12619          12619       12507       15320
 9/97       13756          13756       14032       18168


                                          59

<PAGE>

                         The One Group Asset Allocation Fund

PORTFOLIO PERFORMANCE REVIEW
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1997

PERFORMANCE AND STRATEGY
For the year ended June 30, 1997, The One Group Asset Allocation Fund Fiduciary
share class posted a total return of 20.16%. (For information on other share
classes and performance comparisons to indexes, please see page 6.)

Our research at the beginning of the fiscal year showed that stock valuations,
relative to bond valuations, were fairly high, but corporate earnings momentum,
or profitability, remained strong. As a result, we shifted the Fund's asset mix
slightly, to 54% stocks and 46% bonds, compared to 60% stocks and 40% bonds
during the previous fiscal year.

Relatively stable interest rates and solid earnings growth were the primary
forces at work in the bond and stock markets during the year. Without much
change in interest rates, there was little room for price appreciation in the
bond market, so returns consisted primarily of interest income. In the stock
market, strong corporate earnings helped push stocks to new heights.
 
EQUITY
The strong performance in the Fund's stock portfolio was due to our bottom-up
stock selection philosophy. Rather than emphasizing certain market sectors or
trying to time the market's moves, we research, evaluate and select stocks on an
individual basis to build a highly diversified portfolio. Because of this
approach, our stock portfolio represents a mix of four key equity
styles--large-capitalization growth, large-capitalization value,
medium-capitalization growth and medium-capitalization value.
 
We remained fully invested, focusing on stocks with an appealing combination of
good valuations and improving fundamentals.
 
FIXED INCOME
In the Fund's bond portfolio, our primary strategy was to maintain a neutral
duration posture of 4.1 years. (Duration is a measure of a Fund's price
sensitivity to interest rate changes. A longer duration indicates greater
sensitivity; a shorter duration indicates less.) We felt that the market was
fairly valued, and we didn't want to alter the portfolio's interest rate risk.
 
In addition, we maintained diversity among government, agency mortgage-backed
and corporate securities. Exposure to corporate and mortgage-backed securities
helped the Fund's performance, as these sectors outperformed government
securities on a relative basis. At the end of the fiscal year, 37% of the Fund's
bond portfolio was invested in government securities, 31% in mortgage-backed
securities and 32% in corporate and asset-backed securities.
 
Credit quality within the Fund's bond portfolio remained high, with 76% of the
portfolio's securities AAA-rated, 5% AA-rated, 14% A-rated and 6% BBB-rated. The
overall credit-quality rating of the bond portfolio was AAA-.

NOTABLE STOCK HOLDINGS
The equity portfolio benefited from particularly good stock selection in the
following sectors: technology (Intel, up 94%), health technology (Bristol
Meyers, up 85%), and energy, (Tosco, up 81%).
 
Three of the Fund's top 10 stock holdings changed during the year--AT&T, Royal
Dutch and Coca-Cola were replaced by Bristol Meyers, at 0.9% of assets on June
30, 1997; IBM, 0.9%; and Federal National Mortgage Association, 0.8%. The
remaining top 10 as of the end of the year included General Electric, 1.5% of
assets; Microsoft, 1.4%; Merck, 1.2%, Intel, 1.1%; Philip Morris, 1.1%; Exxon,
1.0%; and Wal-Mart, 1.0%.

OUTLOOK
We believe that equity and fixed-income securities will continue to benefit from
a strong economy, low inflation and low interest rates. In the stock market, we
expect returns to remain attractive, but we also think they will become more
subdued as we expect corporate earnings momentum to slow down. In addition, the
favoritism the market has shown toward large-capitalization growth stocks may be
fading, which would bode well for other areas of the stock market. In the bond
market, we expect yield fluctuations to be moderate and corporate credit
fundamentals to remain healthy. As such, we expect to maintain the Fund's
positions in the corporate and mortgage sectors.

Because stocks still appear fully valued compared to bonds, we expect to
maintain the Fund's current asset


                                          60
<PAGE>

                         The One Group Asset Allocation Fund
PORTFOLIO PERFORMANCE REVIEW, continued
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1997
 
allocation mix (54% stocks and 46% bonds) and investment strategies in the
coming months. Of course, we will continue to monitor the valuation levels in
the financial markets and to watch for signs of inflationary pressures, as any
changes may warrant a shift in our strategy.
 
/s/ MICHAEL D. WEINER

Michael D. Weiner
Fund Manager
 
/s/ RICHARD R. JANDRAIN III

Richard R. Jandrain III
Senior Managing Director of Equity Securities
 
/s/ SCOTT GRIMSHAW

Scott Grimshaw
Fund Manager
 
/s/ GARY J. MADICH

Gary J. Madich, CFA
Senior Managing Director of Fixed-Income Securities
 
Please refer to the prospectus and the accompanying financial statements for
further information about your Fund.


                                          61
<PAGE>

                         The One Group Asset Allocation Fund
PORTFOLIO PERFORMANCE REVIEW, continued
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1997
 
 
<TABLE>
<CAPTION>
          AVERAGE ANNUAL
 TOTAL RETURN AS OF JUNE 30, 1997
                                       Since
                                     Inception
                        1 Year        (4/5/93)
                        ------       --------
<S>                     <C>          <C>
  Fiduciary             20.16%         11.81%
</TABLE>


<TABLE>
<CAPTION>

                                                     VALUE OF $10,000 INVESTMENT
         MEASUREMENT PERIOD                          ---------------------------
        (FISCAL YEAR COVERED)               S&P 500         S&P/LIPPER MIX       FIDUCIARY
        ---------------------               -------         --------------       ---------
<S>                                     <C>                <C>                <C>
4/93                                       $10,000             $10,000             $10,000
6/93                                        10,298              10,241              10,129
6/94                                        10,442              10,260              10,027
6/95                                        13,165              12,218              11,636
6/96                                        16,588              14,245              13,356
6/97                                        22,343              17,395              16,048
</TABLE>


<TABLE>
<CAPTION>
          AVERAGE ANNUAL
 TOTAL RETURN AS OF JUNE 30, 1997
                                       Since
                                     Inception
                        1 Year        (4/2/93)
                        ------       ---------
<S>                    <C>            <C>
  Class A               19.85%         11.52%
  Class A*              14.46%         10.31%
</TABLE>

* Reflects 4.50% Sales Charge


<TABLE>
<CAPTION>
                                                             VALUE OF $10,000 INVESTMENT
         MEASUREMENT PERIOD                                  ---------------------------
        (FISCAL YEAR COVERED)               S&P 500      S&P/LIPPER MIX         CLASS A*            CLASS A
        ---------------------               -------      --------------         --------            ------- 
<S>                                     <C>              <C>                 <C>                <C>
4/93                                       $10,000          $10,000             $ 9,550             $10,000
6/93                                        10,298           10,241               9,668              10,124
6/94                                        10,442           10,260               9,553              10,003
6/95                                        13,165           12,218              11,057              11,580
6/96                                        16,588           14,245              12,657              13,257
6/97                                        22,343           17,395              15,166              15,888
</TABLE>


<TABLE>
<CAPTION>
          AVERAGE ANNUAL
 TOTAL RETURN AS OF JUNE 30, 1997
                                       Since
                                     Inception
                        1 Year       (1/14/94)
                        ------       ---------
<S>                  <C>          <C>         
  Class B               18.90%         11.59%
  Class B**             14.90%         10.93%
</TABLE>

** Reflects Applicable Contingent Deferred Sales Charge

<TABLE>
<CAPTION>                                                     VALUE OF $10,000 INVESTMENT
         MEASUREMENT PERIOD                                   ---------------------------      
        (FISCAL YEAR COVERED)               S&P 500       S&P/LIPPER MIX        CLASS B**           CLASS B
        ---------------------               -------       --------------        ----------          -------
<S>                                     <C>                <C>                 <C>                <C>
1/94                                        $10,000           $10,000            $ 1,000            $10,000
6/94                                          9,344             9,410              9,402              9,402
6/95                                         11,779            11,206             10,803             10,803
6/96                                         14,842            13,065             12,292             12,292
6/97                                         19,992            15,995             14,316             14,616
</TABLE>

The performance data quoted represents past performance and is not an indication
of future results. Investment return and NAV will fluctuate so that an
investor's shares, when redeemed, may be worth more or less than the original
cost. The total return set forth may reflect the waiver of a portion of the
fund's fees for certain periods since the inception date, without the waiver,
total return would have been lower.
 
The performance of the Asset Allocation Fund is measured against the S&P 500
Index, an unmanaged index generally representative of the performance of large
companies in the US stock market. Investors are unable to purchase the index
directly, although they can invest in the underlying securities. The performance
of the index does not reflect the deduction of expenses associated with a mutual
fund, such as investment management. By contrast, the performance of the fund
reflects the deduction of these value-added services as well as the deduction of
sales charges on Class A Shares and applicable contingent deferred sales charges
on Class B Shares.

The S&P/Lipper Mix for all the classes is a blended index consisting of 60% of
the average monthly returns of the S&P 1500 Index from January 1, 1995 (index
inception date) until present and of the S&P 500 Index from April 1993 through
December 1995. The final 40% consists of the Lipper Intermediate US Government
Bond Funds Index.


                                          62
<PAGE>

                         The One Group Disciplined Value Fund
PORTFOLIO PERFORMANCE REVIEW
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1997
 
PERFORMANCE AND STRATEGY
The One Group Disciplined Value Fund Fiduciary share class had a total return of
20.56% for the year ended June 30, 1997. (For information on other share classes
and performance comparisons to indexes, please see page 16.)
 
Our goal for the Fund over the last year was to maintain a diversified portfolio
with exposure to a variety of economic sectors. Throughout the period, the stock
market was very concerned about the direction of interest rates. So, in order to
avoid some of the price volatility associated with potential changes in interest
rates, we broadly diversified the Fund's portfolio. Within this framework, we
emphasized individual stock selection and continued to rebalance the portfolio
in order to improve its structure and upgrade its holdings as market conditions
changed.
 
The Fund's largest sector weightings included electric utilities, banks and
industrial commodities. Securities from these sectors represented more than
one-third of the Fund's holdings. Within the electric utilities sector, many
problems surfaced due to regulatory issues and increased competition. As a
result, the Fund's investments in electric utilities stocks held back the Fund's
performance earlier in the year. After we reduced the Fund's investment in this
sector, however, overall portfolio performance improved.
 
The greatest positive influence on portfolio performance came from the energy
sector, where we took advantage of favorable price movements. We were able to
purchase energy stocks at attractive prices and then sell them when their prices
had appreciated to our targeted levels. The largest negative influence came from
the capital equipment sector, where some individual stock holdings showed poor
performance.
 
NOTABLE STOCK HOLDINGS
Outstanding performance from several individual stocks boosted the Fund's
return. These exemplary stocks included Teradyne, which increased 119% in value
due to an upturn from a cyclical low in the semiconductor capital equipment
industry; Smith Foods, which increased 85% on a takeover by Fred Meyer
Corporation; Lattice Semiconductor, which was up more than 55% due to continued
strong growth in programmable logic devices; and Edison International, which
increased 40% due to decreasing regulatory concerns.
 
The Fund's return suffered somewhat from the poor performance of certain stocks:
Nellcor declined more than 30% due to management's difficulties in implementing
a new MIS (management information system); Illinova declined more than 30% due
to heightened regulatory concerns in the electric utilities industry; and Octel
Communications lost 20% due to pricing pressures.
 
Profit-taking was the underlying motivation for changes in the Fund's top 10
holdings. For example, Seagate Technologies, Washington Post and Bear Stearns
were all trimmed or eliminated as the stocks reached their price targets. We
then established new holdings in similar industries at more attractive valuation
levels. The Fund's top 10 holdings on June 30, 1997, included Regions Financial
Corp., at 1.8% of Fund assets; SouthTrust Corp., 1.8%; CMS Energy Corp., 1.5%;
Provident Companies Inc., 1.5%; McKesson Corp., 1.5%; Nextel Communications,
1.3%; Molex, Inc., 1.3%; Summit Bancorp, 1.2%; Teradyne, Inc., 1.3%; and PMI
Group Inc., 1.2%.
 
OUTLOOK
Looking ahead, strong economic growth may force the Federal Reserve to tighten
monetary policy. As we've seen in the past, higher interest rates can create
severe volatility in the stock market. We will maintain our current strategy of
broad sector diversification and individual stock selection to help protect the
Fund from a possible interest rate hike. Within each sector, we will continue to
look for the best values--those with low price/earnings and price/book
ratios--among medium-capitalization stocks.

/s/ RICHARD R. JANDRAIN III 

Richard R. Jandrain III
Senior Managing Director of Equity Securities
 
Please refer to the prospectus and the accompanying financial statements for
further information about your Fund.


                                          63
<PAGE>

                         The One Group Disciplined Value Fund
PORTFOLIO PERFORMANCE REVIEW, continued
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1997
 
          AVERAGE ANNUAL
 TOTAL RETURN AS OF JUNE 30, 1997
 
<TABLE>
<CAPTION>
                                          Since
                                        Inception
                    1 Year    5 Year    (3/2/89)
                    ------    ------    ---------
<S>               <C>       <C>       <C>   
  Fiduciary         20.56%    14.70      12.51%
</TABLE>
 
<TABLE>
<CAPTION>
                                     VALUE OF $10,000 INVESTMENT
                                     ---------------------------
                                     S&P/BARRA
         MEASUREMENT PERIOD           MIDCAP
       (FISCAL YEAR COVERED)         400 VALUE           FIDUCIARY
       ---------------------         ---------           ---------
<S>                                  <C>                 <C>
3/89                                  $10,000             $10,000
6/89                                   10,883              10,989
6/90                                   12,677              11,372
6/91                                   13,666              11,572
6/92                                   16,450              13,451
6/93                                   20,284              15,278
6/94                                   20,388              15,895
6/95                                   24,523              18,443
6/96                                   30,137              22,150
6/97                                   37,343              26,704
</TABLE>
 
          AVERAGE ANNUAL
 TOTAL RETURN AS OF JUNE 30, 1997
 
<TABLE>
<CAPTION>
                                          Since
                                        Inception
                    1 Year    5 Year    (2/18/92)
                    ------    ------    ---------
<S>               <C>       <C>       <C> 
  Class A           20.21%    14.45%     13.65%
  Class A*          14.82%    13.40%     12.68%
</TABLE>
 
* Reflects 4.50% Sales Charge

<TABLE>
<CAPTION>
                                            VALUE OF $10,000 INVESTMENT 
                                            ---------------------------
                                     S&P/BARRA
        MEASUREMENT PERIOD             MIDCAP
       (FISCAL YEAR COVERED)         400 VALUE              CLASS A*           CLASS A
       ---------------------         ---------              --------           -------
<S>                                   <C>                <C>                  <C>
2/92                                  $10,000              $ 9,550             $10,000
6/92                                    9,732                9,666              10,121
6/93                                   11,999               10,948              11,464
6/94                                   12,061               11,418              11,956
6/95                                   14,507               13,179              13,801
6/96                                   17,828               15,788              16,534
6/97                                   22,091               18,977              19,875
</TABLE>
 
          AVERAGE ANNUAL
 TOTAL RETURN AS OF JUNE 30, 1997
 
<TABLE>
<CAPTION>
                                          Since
                                        Inception
                    1 Year    5 Year    (1/14/94)
                    ------    ------    ---------
<S>               <C>       <C>       <C> 
  Class B           19.19%      NA       13.45%
  Class B**         15.19%      NA       12.81%
</TABLE>
 
** Reflects Applicable Contingent Deferred Sales Charge

<TABLE>
<CAPTION>
                                                 VALUE OF $10,000 INVESTMENT 
                                                 ---------------------------
                                     S&P/BARRA
        MEASUREMENT PERIOD             MIDCAP
       (FISCAL YEAR COVERED)         400 VALUE           CLASS B**           CLASS B
       ---------------------         ---------           ---------           -------
<S>                                  <C>                <C>                 <C>
1/94                                  $10,000             $10,000            $10,000
6/94                                    9,467               9,500              9,500
6/95                                   11,387              10,918             10,918
6/96                                   13,994              12,985             12,985
6/97                                   17,340              15,176             15,476
</TABLE>

The performance data quoted represents past performance and is not an indication
of future results. Investment return and NAV will fluctuate so that an
investor's shares, when redeemed, may be worth more or less than the original
cost. The total return set forth may reflect the waiver of a portion of the
fund's fees for certain periods since the inception date, without the waiver,
total return would have been lower.
 
The performance of the Disciplined Value Fund is measured against the S&P/BARRA
Midcap 400 Value Index, an unmanaged index representing the performance of the
lowest price to book securities in the S&P Midcap 400 Index. Investors are
unable to purchase the index directly, although they can invest in the
underlying securities. The performance of the index does not reflect the
deduction of expenses associated with a mutual fund, such as investment
management. By contrast, the performance of the fund reflects the deduction of
these value-added services as well as the deduction of sales charges on Class A
Shares and applicable contingent deferred sales charges on Class B Shares.

The S&P/BARRA Midcap 400 Value Index consists of the average monthly returns of
the S&P 500 Index for periods prior to June 1991. Thereafter, the data are from
the S&P/BARRA Midcap 400 Value Index which corresponds with the initiation of
the S&P/BARRA Midcap 400 Value Index on June 30, 1991.


                                          64
<PAGE>

                       The One Group Growth Opportunities Fund
PORTFOLIO PERFORMANCE REVIEW
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1997
 
PERFORMANCE AND STRATEGY
The One Group Growth Opportunities Fund Fiduciary share class posted a total
return of 22.75% for the year ended June 30, 1997. (For information on other
share classes and performance comparisons to the indexes, please see page 20.)
 
Medium-capitalization growth stocks continued to benefit from a strong economy,
low inflation, solid corporate earnings, relatively low interest rates and
worldwide political stability.
 
The Fund's strong performance primarily can be attributed to rising markets and
good stock selection. We evaluate stocks on an individual basis, searching for
those with appealing fundamentals. We do not select stocks based on general
economic or market trends. As a result, we were able to uncover companies in
high-growth industries that offer good business models and strategies and
competitive advantages.
 
The Fund continued to favor stocks in the technology sector, which offered
strong performance due to a growth rate that surpassed that of the overall
economy. We also emphasized stocks from the communications technology and
financial industries, which have offered solid earnings growth at compelling
valuations.
 
NOTABLE STOCK HOLDINGS
The stocks of three companies showed particularly strong performance: Dell
Computer Corporation, up 360%; Advanced Fiber, up 112%; and Charles Schwab &
Co., up 64%. Each of these companies is in a high-growth area of its respective
sector, and management has successfully executed each company's strategy. Each
has exceeded earnings projections, and earnings continue to be revised upward.
 
On the other hand, poor performance from Medaphis, a health services company
that was down significantly for the 12-month period, hurt the Fund's return. The
company suffered from major earnings disappointments and downward revisions
after purchasing too many firms and losing control of its acquisition
strategies.
 
Once a stock reaches what we believe to be its full value, we usually sell it.
Also, we may increase our position in certain issues during market sell-offs. As
a result, price changes on the Fund's stocks cause the portfolio's top 10
holdings to change from time to time. On June 30, 1997, the top 10 holdings
included Progressive Corp., at 2.4% of Fund assets; Coca Cola Enterprises, 2.3%;
Franklin Resources, 2.1%; AES Corp., 2.0%; Advanced Fiber Corp, 1.8%, Just for
Feet, 1.7%; 3 Com Corp., 1.7%; AFLAC Inc., 1.6%; BMC Software Inc., 1.5%; and
Oxford Health, 1.5%.
 
OUTLOOK
In the months ahead, the technology sector should remain the "backbone" of the
Fund. Furthermore, we expect to see a shift in market sentiment, as small- and
mid-capitalization stocks gain greater favor with investors. We believe that the
smaller market indexes may in the coming months start outperforming the larger
indexes--a situation that hasn't occurred in more than three years. Given this
scenario, the Fund has the potential to continue providing an attractive total
return.
 

/s/ ASHI S. PARIKH

Ashi S. Parikh
Fund Manager
 

/s/ RICHARD R. JANDRAIN III

Richard R. Jandrain III
Senior Managing Director of Equity Securities
 
Please refer to the prospectus and the accompanying financial statements for
further information about your Fund.


                                          65
<PAGE>

                    The One Group Growth Opportunities Fund
PORTFOLIO PERFORMANCE REVIEW, continued
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1997
 
          AVERAGE ANNUAL
 TOTAL RETURN AS OF JUNE 30, 1997
 
<TABLE>
<CAPTION>
                                          Since
                                        Inception
                    1 Year    5 Year    (3/2/89)
                    ------    ------    ---------
<S>               <C>       <C>       <C>         
  Fiduciary         22.75%    17.29%     16.89%
</TABLE>
 
<TABLE>
<CAPTION>
                                     VALUE OF $10,000 INVESTMENT 
                                     ---------------------------
                                     S&P/BARRA
         MEASUREMENT PERIOD           MIDCAP
       (FISCAL YEAR COVERED)         400 VALUE           FIDUCIARY
       ---------------------         ---------           ---------        
<S>                                  <C>                 <C>
3/89                                 $10,000              $10,000
6/89                                  10,604               10,822
6/90                                  10,720               13,077
6/91                                  10,635               14,364
6/92                                  12,290               16,543
6/93                                  14,903               20,076
6/94                                  14,620               20,044
6/95                                  18,183               24,002
6/96                                  21,703               29,915
6/97                                  26,785               36,721
</TABLE>
 
          AVERAGE ANNUAL
 TOTAL RETURN AS OF JUNE 30, 1997
 
<TABLE>
<CAPTION>
                                          Since
                                        Inception
                    1 Year    5 Year    (2/18/92)
                    ------    ------    ---------
<S>               <C>       <C>       <C> 
  Class A           22.52%    17.12%     13.24%
  Class A*          17.03%    16.05%     12.28%
</TABLE>
 
* Reflects 4.50% Sales Charge

<TABLE>
<CAPTION>
                                            VALUE OF $10,000 INVESTMENT 
                                            ---------------------------
                                     S&P/BARRA
        MEASUREMENT PERIOD             MIDCAP
       (FISCAL YEAR COVERED)         400 VALUE            CLASS A*            CLASS A
       ---------------------         ---------            --------            -------
<S>                                   <C>                <C>                  <C>
2/92                                  $10,000             $ 9,550             $10,000
6/92                                    8,904               8,448               8,847
6/93                                   10,798              10,282              10,766
6/94                                   10,592              10,229              10,710
6/95                                   13,173              12,224              12,799
6/96                                   15,724              15,196              15,912
6/97                                   19,406              18,618              19,495
</TABLE>

          AVERAGE ANNUAL
 TOTAL RETURN AS OF JUNE 30, 1997
 
<TABLE>
<CAPTION>
                                          Since
                                        Inception
                    1 Year    5 Year    (1/14/94)
                    ------    ------    ---------
<S>               <C>       <C>       <C> 
  Class B           21.73%      NA       14.96%
  Class B**         17.73%      NA       14.34%
</TABLE>
 
** Reflects Applicable Contingent Deferred Sales Charge
 
<TABLE>
<CAPTION>
                                                 VALUE OF $10,000 INVESTMENT 
                                                 ---------------------------
                                     S&P/BARRA
        MEASUREMENT PERIOD             MIDCAP
       (FISCAL YEAR COVERED)         400 VALUE           CLASS B**           CLASS B
       ---------------------         ---------           ---------           -------
<S>                                  <C>                <C>                 <C>
1/94                                  $10,000             $10,000             $10,000
6/94                                    8,611               9,093               9,093
6/95                                   10,709              10,772              10,772
6/96                                   12,783              13,307              13,307
6/97                                   15,776              15,898              16,198
</TABLE>
 
The performance data quoted represents past performance and is not an indication
of future results. Investment return and NAV will fluctuate so that an
investor's shares, when redeemed, may be worth more or less than the original
cost. The total return set forth may reflect the waiver of a portion of the
fund's fees for certain periods since the inception date, without the waiver,
total return would have been lower.
 
The performance of the Growth Opportunities Fund is measured against the
S&P/BARRA Midcap 400 Growth Index, an unmanaged index representing the
performance of the highest price to book securities in the S&P Midcap 400 Index.
Investors are unable to purchase the index directly, although they can invest in
the underlying securities. The performance of the index does not reflect the
deduction of expenses associated with a mutual fund, such as investment
management. By contrast, the performance of the fund reflects the deduction of
these value-added services as well as the deduction of sales charges on Class A
Shares and applicable contingent deferred sales charges on Class B Shares.
 
The S&P/BARRA Midcap 400 Growth Index for the Fiduciary Class Shares consists of
the average monthly returns of the Russell 2000 Index for periods prior to June,
1991. Thereafter, the data are from the S&P/BARRA Midcap 400 Growth Index which
corresponds with the initiation of the S&P/BARRA Midcap 400 Growth Index on June
30, 1991.


                                          66
<PAGE>

                         The One Group Gulf South Growth Fund
PORTFOLIO PERFORMANCE REVIEW
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1997
 
PERFORMANCE AND STRATEGY
For the year ended June 30, 1997, The One Group Gulf South Growth Fund Fiduciary
share class posted a total return of 13.44%. (For information on other share
classes and performance comparisons to indexes, please see page 22.)
 
Compared to large-capitalization growth stocks, smaller-capitalization growth
stocks remained out of favor with investors over the last year.
Large-capitalization stocks, due to their liquidity and earnings predictability,
have outperformed their smaller-capitalization brethren for the third year in a
row.
 
Our primary strategies during the year were to maintain an average market
capitalization of $500 million or less and enhance the portfolio's
diversification. The Fund's assets were divided among 17 sectors that span a
broad range of industries. The only sector that we significantly emphasized was
energy. In particular, our own fundamental research and increased drilling
activity in the Gulf of Mexico led us to many attractively priced oil stocks.
 
Although the Fund's sector weights changed little during the year, the
individual industries and stocks comprising those industries did change. We
reduced many of the Fund's positions through the normal selling of companies
that failed to perform to expectations. We also reduced some holdings due to
profit-taking. Furthermore, we scaled back each of the top 10 holdings so that
no holding represented more than 2% of total Fund assets.
 
NOTABLE STOCK HOLDINGS
Of the top 10 holdings on June 30, 1997, four were financial stocks--Triad
Guaranty at 1.7% of assets; CCB Financial, 1.5%; First Financial Holdings, 1.3%;
and Protective Life, 1.3%. The remaining stocks in the top 10 included DeKalb
Genetics at 1.6% of assets; Stewart Enterprises, 1.5%; Tech Data, 1.5%;
Omnicare, 1.3%; Maverick Tube Corp., 1.2%; and Newpark Resources, Inc., 1.2%.
 
The acceleration of activity in the Gulf of Mexico's oil patch led to strong
performance for several of the Fund's oil service companies. For example,
Maverick Tube was up more than 200%; Trico Marine and Patterson Energy were up
more than 100%; Pride Petroleum was up 50%; and Stone Energy was up 40%.
 
The Fund suffered a significant loss from Medaphis, a health services company
that experienced severe losses and declined 71% during the year. In the retail
sector, Garden Ridge, down 68%, was a major disappointment as earnings did not
meet expectations.
 
OUTLOOK
Looking ahead, it appears as though small-capitalization stocks may be on the
verge of regaining investor favor. Although the market continues to demand
liquidity, which is provided by large-capitalization stocks, the valuations in
small-company stocks are becoming more compelling on a price/earnings to growth
relationship.
 

/s/ DONALD E. ALLRED

Donald E. Allred
Fund Manager
 

/s/ RICHARD R. JANDRAIN III

Richard R. Jandrain III
Senior Managing Director of Equity Securities
 
Please refer to the prospectus and the accompanying financial statements for
further information about your Fund.


                                          67
<PAGE>

                         The One Group Gulf South Growth Fund
PORTFOLIO PERFORMANCE REVIEW, continued
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1997
 
          AVERAGE ANNUAL
 TOTAL RETURN AS OF JUNE 30, 1997
 
<TABLE>
<CAPTION>
                                          Since
                                        Inception
                    1 Year    5 Year    (7/1/91)
                    ------    ------    ---------
<S>               <C>       <C>       <C>          
  Fiduciary         13.44%    15.06%     16.06%
</TABLE>
 
<TABLE>
<CAPTION>
                                            VALUE OF $10,000 INVESTMENT 
                                            ---------------------------
         MEASUREMENT PERIOD
        (FISCAL YEAR COVERED)               S&P 600           FIDUCIARY
        ---------------------               -------           ---------
<S>                                         <C>                <C>
6/91                                        $10,000             $10,000
6/92                                         11,710              12,122
6/93                                         15,046              15,309
6/94                                         15,326              15,874
6/95                                         18,447              17,772
6/96                                         23,246              21,551
6/97                                         28,287              24,448
</TABLE>
 
          AVERAGE ANNUAL
 TOTAL RETURN AS OF JUNE 30, 1997
 
<TABLE>
<CAPTION>
                                          Since
                                        Inception
                    1 Year    5 Year    (7/1/91)
                    ------    ------    ---------
<S>               <C>       <C>       <C>         
  Class A           13.52%    14.99%     16.00%
  Class A*          8.38%     13.93%     15.11%
</TABLE>
 
* Reflects 4.50% Sales Charge

<TABLE>
<CAPTION>
                                                    VALUE OF $10,000 INVESTMENT 
                                                    ---------------------------
         MEASUREMENT PERIOD
        (FISCAL YEAR COVERED)               S&P 600            CLASS A*           CLASS A
        ---------------------               -------            --------           -------
<S>                                         <C>                <C>                <C>
6/91                                        $10,000             $ 9,550           $10,000
6/92                                         11,710              11,577            12,122
6/93                                         15,046              14,620            15,309
6/94                                         15,326              15,159            15,877
6/95                                         18,447              16,972            17,772
6/96                                         23,246              20,502            21,468
6/97                                         28,287              23,275            24,371
</TABLE>

          AVERAGE ANNUAL
 TOTAL RETURN AS OF JUNE 30, 1997
 
<TABLE>
<CAPTION>
                                          Since
                                        Inception
                    1 Year    5 Year    (9/12/94)
                    ------    ------    ---------
<S>               <C>       <C>       <C>          
  Class B           12.74%      NA       13.68%
  Class B**          8.74%      NA       12.83%
</TABLE>
 
** Reflects Applicable Contingent Deferred Sales Charge
 
<TABLE>
<CAPTION>
                                                 VALUE OF $10,000 INVESTMENT 
                                                 ---------------------------
         MEASUREMENT PERIOD
        (FISCAL YEAR COVERED)               S&P 600           CLASS B**           CLASS B
        ---------------------               -------           ---------           -------
<S>                                         <C>                <C>                <C>
12/94                                       $10,000            $10,000             $10,000
6/95                                         11,470             10,594              10,594
6/96                                         14,454             12,702              12,702
6/97                                         17,589             14,020              14,320
</TABLE>
 
The performance data quoted represents past performance and is not an indication
of future results. Investment return and NAV will fluctuate so that an
investor's shares, when redeemed, may be worth more or less than the original
cost. The total return set forth may reflect the waiver of a portion of the
fund's fees for certain periods since the inception date, without the waiver,
total return would have been lower.
 
The above-quoted performance data includes the performance of the Paragon Gulf
South Growth Fund for the period prior to the commencement of operations of The
One Group Gulf South Growth Fund on March 26, 1996. Performance for the
Fiduciary Shares is based on Class A Share performance adjusted to reflect the
absence of sales charges.
 
The performance of the Gulf South Growth Fund is measured against the S&P 600
Index, an unmanaged index generally representative of the performance of small
companies in the US stock market. Investors are unable to purchase the index
directly, although they can invest in the underlying securities. The performance
of the index does not reflect the deduction of expenses associated with a mutual
fund, such as investment management. By contrast, the performance of the fund
reflects the deduction of these value-added services as well as the deduction of
sales charges on Class A Shares and applicable contingent deferred sales charges
on Class B Shares.


                                          68
<PAGE>

                    The One Group International Equity Index Fund
PORTFOLIO PERFORMANCE REVIEW
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1997
 
PERFORMANCE AND STRATEGY
For the year ended June 30, 1997, The One Group International Equity Index Fund
Fiduciary share class provided a total return of 14.64%. (For information on
other share classes and a performance comparison to the index, please see page
24.)
 
As it is designed to do, the Fund's performance closely matched that of the
Morgan Stanley Capital International Europe, Australia, Far East/Gross Domestic
Product (EAFE/GDP) Index. For the one-year period, the EAFE/GDP Index provided a
return of 14.57%.
 
We were able to slightly outperform the EAFE/GDP Index despite the fact that the
Fund has fees and expenses and the index does not. What particularly helped the
Fund overcome these factors was the Fund's investment in the emerging markets,
including Mexico, Brazil, Turkey and Thailand.
 
The Fund invests in a portfolio that consists of 90% EAFE/GDP and 10% emerging
markets. (The Fund owned 600 stocks in the developed international markets and
270 stocks in the emerging markets.) We invest the Fund's assets according to
how the 20 developed countries that comprise the EAFE/GDP are weighted in the
Index, and we equally weight the 13 emerging market countries. During the last
year, the emerging market component outperformed the EAFE/GDP Index, returning
17.27%.
 
While the Fund's one-year return was attractive, it would have been greater but
for the strength of the U.S. dollar during the period. In other words,
purchasing a U.S. dollar in most foreign countries required a greater amount of
local currency at the end of the fiscal year than it did at the beginning. As a
result, the Fund's foreign-denominated investments were worth less when
translated to U.S. dollars.
 
NOTABLE COUNTRY RETURNS
The Japanese stock market, where we invested the largest percentage of Fund
assets--between 23% and 29%--was down 9% for the year. In spite of this poor
performance, the Fund still provided a good return, as strong results from many
other countries helped offset the decline in the Japanese market.
 
The stock markets in several developed countries offered excellent returns
during the period. For example, in Finland, the market was up 54%; Spain, up
49%; The Netherlands, up 38%; Sweden, up 38%; and the United Kingdom, up 35%.
Emerging market countries offering outstanding performance included Brazil,
whose stock market was up 72%; Turkey, up 60%; Portugal, up 48%; Greece, up 47%;
and Mexico, up 31%.
 
OUTLOOK
Looking ahead, we believe that international economic activity will likely
remain strong. Stock market performance in Japan should improve, European
markets generally appear attractive, and many elements of the emerging markets
appear favorable.
 
/s/ NORMAN MELTZ

Norman Meltz
Independence International Associates Inc.
Fund Sub-Advisor


/s/ RICHARD R. JANDRAIN III

Richard R. Jandrain III
Senior Managing Director of Equity Securities
 
Please refer to the prospectus and the accompanying financial statements for
further information about your Fund.


                                          69
<PAGE>

                    The One Group International Equity Index Fund
Portfolio Performance Review, continued
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1997
 
          AVERAGE ANNUAL
 TOTAL RETURN AS OF JUNE 30, 1997
 
<TABLE>
<CAPTION>
                                       Since
                                     Inception
                        1 Year       (10/28/92)
                        ------       ----------
<S>                  <C>          <C>           
  Fiduciary             14.64%         13.57%
</TABLE>
 
<TABLE>
<CAPTION>
                                          VALUE OF $10,000 INVESTMENT 
                                          ---------------------------
         MEASUREMENT PERIOD              MORGAN STANLEY
        (FISCAL YEAR COVERED)               EAFE/GDP          FIDUCIARY
       ---------------------             --------------       ---------
<S>                                         <C>                <C>
10/92                                        $10,000           $10,000
6/93                                          12,292            11,812
6/94                                          14,582            13,636
6/95                                          15,141            14,209
6/96                                          17,054            15,803
6/97                                          19,539            18,116
</TABLE>

          AVERAGE ANNUAL
 TOTAL RETURN AS OF JUNE 30, 1997

<TABLE>
<CAPTION>
                                       Since
                                     Inception
                        1 Year       (4/23/93)
                        ------       ---------
<S>                  <C>          <C>         
  Class A               14.31%         10.43%
  Class A*               9.18%          9.18%
</TABLE>
 
* Reflects 4.50% Sales Charge
 
<TABLE>
<CAPTION>
                                                 VALUE OF $10,000 INVESTMENT 
                                                 ---------------------------
         MEASUREMENT PERIOD              MORGAN STANLEY
        (FISCAL YEAR COVERED)               EAFE/GDP              CLASS A*            CLASS A
        ---------------------            --------------           --------            -------
<S>                                         <C>                <C>                <C>
4/93                                        $10,000               $ 9,550             $10,000
6/93                                          9,989                 9,510               9,958
6/94                                         11,850                10,953              11,469
6/95                                         12,304                11,374              11,913
6/96                                         13,859                12,641              13,248
6/97                                         15,878                14,448              15,144
</TABLE>
 
          AVERAGE ANNUAL
 TOTAL RETURN AS OF JUNE 30, 1997
 
<TABLE>
<CAPTION>
                                       Since
                                     Inception
                        1 Year       (1/14/94)
                        ------       ---------
<S>                  <C>          <C>
  Class B               13.37%         8.54%
  Class B**              9.37%         7.84%
</TABLE>
 
** Reflects Applicable Contingent Deferred Sales Charge
 
<TABLE>
<CAPTION>
                                                 VALUE OF $10,000 INVESTMENT 
                                                 ---------------------------
         MEASUREMENT PERIOD              MORGAN STANLEY
        (FISCAL YEAR COVERED)               EAFE/GDP              CLASS B**           CLASS B
        ---------------------            --------------           ---------           -------
<S>                                          <C>                  <C>                <C>
1/94                                        $10,000               $10,000             $10,000
6/94                                         10,046                10,323              10,323
6/95                                         10,431                10,650              10,650
6/96                                         11,750                11,712              11,712
6/97                                         13,461                12,978              13,278
</TABLE>
 
The performance data quoted represents past performance and is not an indication
of future results. Investment return and NAV will fluctuate so that an
investor's shares, when redeemed, may be worth more or less than the original
cost. The total return set forth may reflect the waiver of a portion of the
fund's fees for certain periods since the inception date, without the waiver,
total return would have been lower.
 
International investing involves increased risk and volatility.
 
The performance of the International Equity Index Fund is measured against the
Morgan Stanley EAFE/GDP Index, an unmanaged index generally representative of
the performance of international stock markets. Investors are unable to purchase
the index directly, although they can invest in the underlying securities. The
performance of the index does not reflect the deduction of expenses associated
with a mutual fund, such as investment management. By contrast, the performance
of the fund reflects the deduction of these value-added services as well as the
deduction of sales charges on Class A Shares and applicable contingent deferred
sales charges on Class B Shares.


                                          70
<PAGE>

                          The One Group Government Bond Fund
Portfolio Performance Review
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1997
 
PERFORMANCE
For the year ended June 30, 1997, The One Group Government Bond Fund Fiduciary
share class posted a total return of 8.10%. (For information on other share
classes and performance comparisons to indexes, please see page 11.)
 
While interest rates showed a slight overall decline from the beginning of the
fiscal year to the end, in between there were periods of modest volatility. The
five-year Treasury Note, for example, started the fiscal year yielding 6.55% and
ended it yielding 6.50%. However, between these two points, the yield went as
high as 6.80% and as low as 5.80%. The Fund's 30-day SEC yield (Fiduciary share
class) remained attractive at 6.24% on June 30, 1997, compared to 6.46% on June
30, 1996.
 
The Fund's total return is a reflection of our increased emphasis on yield
rather than price appreciation. Yields from mortgage-backed securities continued
to be the major source of total return during the fiscal year. 1996 was a good
year for the production of new mortgage securities across most classes, but as
rates rose in 1997, mortgage activity from new home purchases and refinances
slowed down. Overall, though, the mortgage-backed securities market outperformed
Treasuries and maintained a high degree of liquidity, proving to be the driving
force behind the Fund's strong performance.
 
STRATEGIES AND TACTICS
In addition to generating a high yield from mortgage-backed securities, another
component of the Fund's investment strategy was maintaining a neutral duration.
(Duration is a measure of a fund's price sensitivity to interest rate changes. A
longer duration indicates greater sensitivity; a shorter duration indicates
less.) For most of the year the Fund's duration remained in the 5.0-year to
5.25-year range, slightly higher than it was in the previous year but still
within our neutral target.
 
Maintaining the Fund's duration within a neutral range helped limit the effects
of interest rate movements during the year. Specifically, when interest rates
rise, bond prices fall, and funds with shorter durations tend to outperfom those
with longer durations.
 
OUTLOOK
During the next 12 months, economic activity and Federal Reserve policy will
have the greatest impact on the Fund's performance. If strong economic growth
continues, the Federal Reserve is likely to initiate further rate hikes, which
would have an adverse effect on total returns. We expect rates to increase
modestly during the remainder of 1997 and then decline somewhat in 1998.
 
We will continue to emphasize yield, rather than price appreciation, as the
primary component of total return. As such, we expect to maintain a neutral
duration, and we plan to continue emphasizing mortgage-backed securities over
Treasuries. However, we will monitor the interest rate forecasts and restructure
the portfolio if significant interest rate volatility appears likely. In this
type of environment, mortgage-backed securities would be expected to
underperform Treasuries, so we would adjust the Fund's sector weightings
accordingly.
 
/s/ THOMAS E. DONNE, CFA
- -------------------------
Thomas E. Donne, CFA
Fund Manager
 
/s/ MICHAEL J. SAIS, CFA
- -------------------------
Michael J. Sais, CFA
Fund Co-Manager
 
/s/ GARY J. MADICH, CFA
- -------------------------
Gary J. Madich, CFA
 
Senior Managing Director of Fixed-Income Securities
 
Please refer to the prospectus and the accompanying financial statements for
further information about your Fund.


                                          71
<PAGE>

                          The One Group Government Bond Fund
Portfolio Performance Review, continued
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1997
 
          AVERAGE ANNUAL
 TOTAL RETURN AS OF JUNE 30, 1997
<TABLE>
<CAPTION>
                                     Since
                                   Inception
                      1 Year        (2/8/93)
                      ------        --------
<S>                <C>          <C>        
  Fiduciary            8.10%         5.52%
</TABLE>
 
<TABLE>
<CAPTION>
                                                      VALUE OF $10,000 INVESTMENT
                                                      ---------------------------
                                        SALOMON BROTHERS        LIPPER US
         MEASUREMENT PERIOD                 3-7 YEAR         GOVERNMENT BOND
        (FISCAL YEAR COVERED)            TREASURY INDEX        FUNDS INDEX         FIDUCIARY
        ---------------------            --------------        -----------         ---------
<S>                                        <C>                 <C>                 <C>
2/93                                          $10,000              $10,000           $10,000
6/93                                           10,275               10,289            10,351
6/94                                           10,174                9,973            10,068
6/95                                           11,275               11,028            11,281
6/96                                           11,790               11,440            11,710
6/97                                           12,623               12,256            12,800
</TABLE>

          AVERAGE ANNUAL
 TOTAL RETURN AS OF JUNE 30, 1997
<TABLE>
<CAPTION>
                                     Since
                                   Inception
                      1 Year        (3/5/93)
                      ------        --------
<S>                <C>          <C>         
  Class A              7.83%         4.91%
  Class A*             2.98%         3.80%
</TABLE>
 
* Reflects 4.50% Sales Charge.

<TABLE>
<CAPTION>
                                                                VALUE OF $10,000 INVESTMENT
                                                                ---------------------------
                                        SALOMON BROTHERS       LIPPER US
         MEASUREMENT PERIOD                 3-7 YEAR        GOVERNMENT BOND
        (FISCAL YEAR COVERED)            TREASURY INDEX       FUNDS INDEX         CLASS A*           CLASS A
        ---------------------            --------------       -----------         --------           -------
<S>                                       <C>                  <C>                <C>                <C>
3/93                                          $10,000             $10,000          $ 9,550           $10,000
6/93                                           10,237              10,252            9,713            10,171
6/94                                           10,136               9,937            9,406             9,849
6/95                                           11,233              10,989           10,519            11,015
6/96                                           11,746              11,399           10,896            11,410
6/97                                           12,576              12,212           11,749            12,350
</TABLE>

          AVERAGE ANNUAL
 TOTAL RETURN AS OF JUNE 30, 1997
<TABLE>
<CAPTION>
                                     Since
                                   Inception
                      1 Year       (1/14/94)
                      ------       ---------
<S>                <C>          <C>         
  Class B              7.14%         4.52%
  Class B**            3.14%         3.77%
</TABLE>
 
** Reflects Applicable Contingent Deferred Sales Charge.

<TABLE>
<CAPTION>
                                                      VALUE OF $10,000 INVESTMENT
                                                      ---------------------------
                                        SALOMON BROTHERS         LIPPER US
         MEASUREMENT PERIOD                 3-7 YEAR          GOVERNMENT BOND
        (FISCAL YEAR COVERED)            TREASURY INDEX         FUNDS INDEX         CLASS B**          CLASS B
        ---------------------            --------------         -----------         ---------          -------
<S>                                         <C>                 <C>                 <C>                <C>
1/94                                         $10,000              $10,000             $10,000          $10,000
6/94                                           9,560                9,377               9,501            9,501
6/95                                          10,595               10,369              10,566           10,566
6/96                                          11,079               10,757              10,877           10,877
6/97                                          11,862               11,524              11,364           11,654
</TABLE>
 
The performance data quoted represents past performance and is not an indication
of future results. Investment return and NAV will fluctuate so that an
investor's shares, when redeemed, may be worth more or less than the original
cost. The total return set forth may reflect the waiver of a portion of the
fund's fees for certain periods since the inception date, without the waiver,
total return would have been lower.
 
The performance of the Government Bond Fund is measured against the Salomon
Brothers 3 to 7 Year Treasury Index, an unmanaged index comprised of US
Government agency and Treasury securities and agency mortgaged-backed
securities. Investors are unable to purchase the index directly, although they
can invest in the underlying securities. The performance of the index does not
reflect the deduction of expenses associated with a mutual fund, such as
investment management. By contrast, the performance of the fund reflects the
deduction of these value-added services as well as the deduction of sales
charges on Class A Shares and applicable contingent deferred sales charges on
Class B Shares.
 
The Lipper US Government Bond Funds Index consists of the equally weighted
average monthly return of the largest funds within the universe of all funds in
the category.


                                          72
<PAGE>

                            The One Group Income Bond Fund
Portfolio Performance Review
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1997
 
PERFORMANCE
For the year ended June 30, 1997, The One Group Income Bond Fund Fiduciary share
class posted a total return of 8.10%. (For information on other share classes
and performance comparisons to indexes, please see page 13.)
 
As interest rates in general declined slightly during the year, the Fund's
30-day SEC yield was down from 6.91% on June 30, 1996, to 6.70% on June 30, 1997
(Fiduciary share class). Nevertheless, the Fund's yield remained attractive
primarily due to a slightly larger commitment to Yankee bonds, which are
dollar-denominated securities from foreign issuers. These bonds typically offer
higher yields than comparably-rated U.S.-issued securities.
 
In addition to Yankee bonds, the Fund focused on corporate bonds and mortgage
pass-through securities, which also offered good yields. Also, yield spreads
(the yield difference between corporate bonds and Treasury bonds) decreased
during the year, causing prices on corporate bonds to rise. The resulting price
appreciation combined with the attractive yields provided by all three sectors
contributed to the Fund's strong total return.
 
STRATEGIES AND TACTICS
A primary strategy for the year was to maintain an average duration exposure of
about 4.7 years, while improving yield. (Duration is a measure of a fund's price
sensitivity to interest rate changes. A longer duration indicates greater
sensitivity; a shorter duration indicates less.) We purposely avoid making
significant changes to the Fund's duration, as we believe it is risky to "make
bets" on interest rate movements. Instead, we try to maintain a neutral duration
and position the Fund to earn a relatively good rate of interest income.
 
This strategy worked well during the fiscal year, as the Fund was able to
generate incremental return without taking on additional interest rate risk. In
addition, the Fund enjoyed better price appreciation than generally was
experienced in the bond market because of the Fund's greater exposure to the
corporate bond sector. As interest rates declined, prices among corporate bonds
appreciated more than others.
 
The Fund maintained a good quality profile during the fiscal year, with 44% of
the Fund's assets invested in securities rated AAA, 5% in those rated AA, 23% in
A-rated, and 28% in BBB- or non-rated securities. The Fund's overall quality
rating was A at the end of the year.
 
On April 10, 1997, shareholders at a special meeting approved a change in the
Fund's investment policy. (The shareholder votes were cast as follows:
58,519,425 in favor; 7,899,515 opposed; and 3,180,663 abstained.) In addition to
investment-grade securities (those rated from AAA to BBB), the Fund now is able
to invest up to 30% of its assets in securities rated BB or B. Our research
shows that these securities, coupled with the steady cash flow distribution of
investment-grade bonds, historically have produced good returns and relatively
stable price trends in a variety of market conditions. Of course, while offering
higher yields, lower-grade securities also contain greater risks. We plan to
gradually introduce these securities to the Fund and to continue maintaining an
overall credit-quality rating of A.
 
OUTLOOK
Looking toward the upcoming months, we don't expect to see too many changes in
the economic or market environments. We believe that the economy should continue
to grow at a decent pace, inflation should remain low and interest rates should
remain fairly stable. Furthermore, the U.S. budget deficit is expected to
decline.
 
This scenario should bode well for corporate bonds. We believe that corporate
spreads should decline only slightly relative to Treasuries, so the primary
component of total return again should be yield rather than price appreciation.
The Fund will continue to seek a higher-than-average yield.
 

/s/ ROGER CRAIG
- ------------------------
Roger Craig
Fund Manager
 

/s/ GARY J. MADICH, CFA
- ------------------------
Gary J. Madich, CFA
 
Senior Managing Director of Fixed-Income Securities
 
Please refer to the prospectus and the accompanying financial statements for
further information about your Fund.


                                          73
<PAGE>

                            The One Group Income Bond Fund
Portfolio Performance Review, continued
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1997
 
          AVERAGE ANNUAL
 TOTAL RETURN AS OF JUNE 30, 1997
<TABLE>
<CAPTION>
                                        Since
                                      Inception
                                      (7/2/87)
                  1 Year    5 Year     10 Year
                  ------    ------     -------
<S>             <C>       <C>       <C>       
  Fiduciary       8.10%     6.37%       7.23%
</TABLE>
 
<TABLE>
<CAPTION>
                                                      VALUE OF $10,000 INVESTMENT
                                                      ---------------------------
                                                                LIPPER
                                                             INERTMEDIATE
                                                           INVESTMENT GRADE
         MEASUREMENT PERIOD             LEHMAN BROTHERS       BOND FUNDS
        (FISCAL YEAR COVERED)        AGGREGATE BOND INDEX        INDEX             FIDUCIARY
        ---------------------        --------------------        -----             ---------
<S>                                       <C>                   <C>                <C>
7/87                                        $10,000             $10,000              $10,000
6/88                                         10,814              10,673               10,406
6/89                                         12,135              11,746               11,168
6/90                                         13,088              12,414               11,882
6/91                                         14,488              13,482               12,974
6/92                                         16,522              15,362               14,770
6/93                                         18,469              17,169               16,340
6/94                                         18,229              16,940               15,977
6/95                                         20,516              18,821               17,781
6/96                                         21,545              19,737               18,603
6/97                                         23,301              21,240               20,110
</TABLE>
 
          AVERAGE ANNUAL
 TOTAL RETURN AS OF JUNE 30, 1997
<TABLE>
<CAPTION>
                                        Since
                                      Inception
                  1 Year    5 Year    (2/18/92)
                  ------    ------    ---------
<S>             <C>       <C>       <C>        
  Class A         7.85%     6.14%       6.42%
  Class A*        2.99%     5.16%       5.51%
</TABLE>
 
* Reflects 4.50% Sales Charge.
 
<TABLE>
<CAPTION>
                                               VALUE OF $10,000 INVESTMENT
                                               ---------------------------
                                                                LIPPER
                                                             INTERMEDIATE
                                                           INVESTMENT GRADE
         MEASUREMENT PERIOD             LEHMAN BROTHERS       BOND FUNDS
        (FISCAL YEAR COVERED)        AGGREGATE BOND INDEX       INDEX              CLASS A*           CLASS A
        ---------------------        --------------------       -----              --------           -------
<S>                                     <C>                     <C>                <C>                <C>
2/92                                         $10,000            $10,000             $ 9,550           $10,000
6/92                                          10,345             10,356               9,901            10,368
6/93                                          11,564             11,574              10,948            11,464
6/94                                          11,413             11,420              10,693            11,197
6/95                                          12,845             12,688              11,859            12,418
6/96                                          13,490             13,305              12,365            12,947
6/97                                          14,589             14,319              13,335            13,964
</TABLE>

          AVERAGE ANNUAL
 TOTAL RETURN AS OF JUNE 30, 1997
<TABLE>
<CAPTION>
                                        Since
                                      Inception
                  1 Year    5 Year    (1/14/94)
                  ------    ------    ---------
<S>             <C>       <C>       <C>        
  Class B         7.15%       NA        4.48%
  Class B**       3.15%       NA        3.73%
</TABLE>
 
** Reflects Applicable Contingent Deferred Sales Charge.
 
<TABLE>
<CAPTION>
                                                      VALUE OF $10,000 INVESTMENT
                                                      ---------------------------
                                                                 LIPPER
                                                              INTERMEDIATE
                                                            INVESTMENT GRADE
         MEASUREMENT PERIOD        LEHMAN BROTHERS             BOND FUNDS
        (FISCAL YEAR COVERED)    AGGREGATE BOND INDEX            INDEX          CLASS B**           CLASS B
        ---------------------    --------------------            -----          ---------           -------
<S>                                  <C>                        <C>              <C>                 <C>
1/94                                     $10,000                $10,000            $10,000           $10,000
6/94                                       9,485                  9,488              9,471             9,471
6/95                                      10,675                 10,542             10,478            10,478
6/96                                      11,211                 11,055             10,860            10,860
6/97                                      12,124                 11,897             11,351            11,637
</TABLE>

The performance data quoted represents past performance and is not an indication
of future results. Investment return and NAV will fluctuate so that an
investor's shares, when redeemed, may be worth more or less than the original
cost. The total return set forth may reflect the waiver of a portion of the
fund's fees for certain periods since the inception date, without the waiver,
total return would have been lower.

The performance of the Income Bond Fund is measured against the Lehman Brothers
Aggregate Bond Index, an unmanaged index comprised of US Government, mortgage,
corporate and asset-backed securities. Investors are unable to purchase the
index directly, although they can invest in the underlying securities. The
performance of the index does not reflect the deduction of expenses associated
with a mutual fund, such as investment management. By contrast, the performance
of the fund reflects the deduction of these value-added services as well as the
deduction of sales charges on Class A Shares and applicable contingent deferred
sales charges on Class B Shares.
 
The Lipper Intermediate Investment Grade Bond Funds Index consists of the
equally weighted average monthly return of the largest funds within the universe
of all funds in the category.


                                          74
<PAGE>

                     The One Group Louisiana Municipal Bond Fund
Portfolio Performance Review
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1997
 
PERFORMANCE
The One Group Louisiana Municipal Bond Fund Fiduciary share class posted a total
return of 6.81% for the year ended June 30, 1997. (For information on other
share classes and performance comparisons to indexes, please see page 16.)
 
Tax-exempt rates were in the process of falling just prior to the start of the
fiscal year. Rates quickly fell 25 basis points (one basis point equals 1/100th
of a percent) in early July, and then proceeded to trade up and down in a range
over the next 11 months, eventually falling another 25 basis points. This helped
push the Fund's SEC yield lower, at a rate that equaled the general decline in
yield on securities in the 10- to 15-year maturity sector.
 
The 30-day SEC yield on the Fund's Fiduciary share class was 4.16% on June 30,
1997, compared to 4.58% on June 30, 1996. (For investors in the 39.6% federal
income tax bracket and the 6.0% Louisiana state bracket, the June 30 yield
translates into a 7.32% tax-equivalent yield.)
 
The Fund's total return was comprised primarily of interest income. With
high-quality, intermediate-term municipal securities trading in a narrow
interest rate range during the year, there were only modest price improvements
and thus the majority of total return came from interest income.
 
The major factor contributing to the Fund's performance was the timing of our
duration adjustments. (Duration is a measure of a fund's price sensitivity to
interest rate changes. A longer duration indicates greater sensitivity; a
shorter duration indicates less.) Initially, we maintained a shorter duration as
rates were rising. Then, as rates moved lower in the latter part of 1996, we
extended duration. During periods of rising interest rates, bond prices fall and
funds with shorter durations typically experience less price volatility. On the
other hand, when rates decline, bond prices rise and funds with longer durations
typically experience greater price appreciation.
 
Overall, duration was up from 4.63 years on June 30, 1996, to 5.1 years on June
30, 1997. This action helped put the Fund's duration more in line with that of
the Fund's peers.
 
In addition, we sold some weaker holdings, which improved the Fund's income
level and its overall performance.
 
STRATEGIES AND TACTICS
The Fund focused on investments in high-quality, full coupon (at par or a slight
premium price), intermediate-term bonds with good call structures. Structure is
an important consideration for the Fund's investments because the supply of
potential investments can be small. Rather than emphasize a particular strategy
or market sector, we focus on securities with good call structures--meaning that
there is little difference between the call date and the maturity date. Bonds
with these characteristics should provide slightly higher income and better
price performance during periods of interest-rate volatility.
 
In addition, we employ a "buy and hold" strategy rather than actively trading
the Fund. This is primarily due to the fact that this is a single-state fund,
and the ability to find good securities can be limited at times.
 
The Fund's average quality improved over the year, with more than 80% of the
portfolio rated AA or better on June 30, 1997, up from 70% a year ago. The
average quality of the portfolio on June 30, 1997, was AA. This good
credit-quality rating primarily was due to the fact that most bonds were
escrowed or insured.


                                          75
<PAGE>

                     The One Group Louisiana Municipal Bond Fund
Portfolio Performance Review, continued
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1997
 
OUTLOOK
We believe that the current market climate, including modest interest rate
volatility, should continue over the upcoming months. This suggests that
interest income will remain the leading force in the fixed-income market for the
near term.
 
Looking ahead, though, there is concern among investors that the expanding
economy and a tight labor market eventually may lead to higher inflation. Fears
regarding the Federal Reserve's reaction to this scenario have caused us to take
a cautious approach toward extending the portfolio's duration.
 

/s/ DAVID M. SIVINSKI, CFA

David M. Sivinski, CFA
Fund Manager
 
/s/ GARY J. MADICH, CFA

Gary J. Madich, CFA
Senior Managing Director of Fixed-Income Securities
 
Please refer to the prospectus and the accompanying financial statements for
further information about your Fund.


                                          76
<PAGE>

                     The One Group Louisiana Municipal Bond Fund
Portfolio Performance Review, continued
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1997
 
          AVERAGE ANNUAL
 
 TOTAL RETURN AS OF JUNE 30, 1997
<TABLE>
<CAPTION>
                                        Since
                                      Inception
                  1 Year    5 Year   (12/29/89)
                  ------    ------    ---------
<S>             <C>       <C>       <C>            
  Fiduciary       6.81%     5.96%       6.83%
</TABLE>
 
<TABLE>
<CAPTION>
                              VALUE OF $10,000 INVESTMENT 
                              ---------------------------
                                                        LIPPER
                                LEHMAN BROTHERS      INTERMEDIATE
 MEASUREMENT PERIOD             7 YEAR MUNICIPAL    MUNICIPAL BOND
(FISCAL YEAR COVERED)                 BOND           FUNDS INDEX          FIDUCIARY
- ---------------------          -----------------    --------------        ---------
<S>                                <C>                <C>                 <C>
12/89                              $10,000             $10,000             $10,000
6/90                                10,274              10,248              10,339
6/91                                11,187              11,098              11,182
6/92                                12,410              12,239              12,295
6/93                                13,743              13,450              13,550
6/94                                13,917              13,584              13,685
6/95                                15,062              14,503              14,584
6/96                                15,896              15,244              15,375
6/97                                17,013              16,225              16,422
</TABLE>
 
          AVERAGE ANNUAL
 
 TOTAL RETURN AS OF JUNE 30, 1997
<TABLE>
<CAPTION>
                                        Since
                                      Inception
                  1 Year    5 Year   (12/29/89)
                  ------    ------    ---------
<S>             <C>       <C>       <C>             
  Class A         6.55%     5.89%       6.79%
  Class A*        1.73%     4.93%       6.13%
</TABLE>
 
* Reflects 4.50% Sales Charge.
 
<TABLE>
<CAPTION>
                              VALUE OF $10,000 INVESTMENT 
                              ---------------------------
                                                         LIPPER
                                 LEHMAN BROTHERS       INTERMEDIATE
  MEASUREMENT PERIOD             7 YEAR MUNICIPAL     MUNICIPAL BOND
(FISCAL YEAR COVERED)                  BOND            FUNDS INDEX          CLASS A*           CLASS A
- ---------------------            ----------------     --------------        --------           -------
<S>                                   <C>                <C>                <C>                <C>
12/89                                 $10,000            $10,000             $ 9,550           $10,000
6/90                                   10,274             10,248               9,873            10,339
6/91                                   11,187             11,098              10,679            11,182
6/92                                   12,410             12,239              11,742            12,295
6/93                                   13,743             13,450              12,940            13,550
6/94                                   13,917             13,584              13,069            13,685
6/95                                   15,062             14,503              13,928            14,584
6/96                                   15,896             15,244              14,673            15,365
6/97                                   17,013             16,225              15,634            16,371
</TABLE>
 
          AVERAGE ANNUAL
 
 TOTAL RETURN AS OF JUNE 30, 1997
<TABLE>
<CAPTION>
                                     Since
                                   Inception
                      1 Year       (9/16/94)
                      ------       ---------
<S>                <C>          <C>                
  Class B              5.87%         5.51%
  Class B**            1.87%         4.51%
</TABLE>
 
** Reflects Applicable Contingent Deferred Sales Charge.
 
<TABLE>
<CAPTION>
                              VALUE OF $10,000 INVESTMENT 
                              ---------------------------
                                                         LIPPER
                                 LEHMAN BROTHERS      INTERMEDIATE
  MEASUREMENT PERIOD             7 YEAR MUNICIPAL    MUNICIPAL BOND
(FISCAL YEAR COVERED)                  BOND           FUNDS INDEX         CLASS B**           CLASS B
- ---------------------            ----------------    --------------       ---------           -------
<S>                                  <C>                <C>                <C>                <C>
9/94                                 $10,000             $10,000           $10,000            $10,000
6/95                                  10,824              10,735            10,482             10,482
6/96                                  11,424              11,283            10,970             10,970
6/97                                  12,226              12,010            11,314             11,614
</TABLE>
 
The performance data quoted represents past performance and is not an indication
of future results. Investment return and NAV will fluctuate so that an
investor's shares, when redeemed, may be worth more or less than the original
cost. The total return set forth may reflect the waiver of a portion of the
fund's fees for certain periods since the inception date, without the waiver,
total return would have been lower.
 
The fund's income may be subject to the federal alternative minimum tax.
 
The above-quoted performance data includes the performance of the Paragon
Louisiana Tax-Free Fund for the period prior to the commencement of operations
of The One Group Louisiana Municipal Bond Fund on March 26, 1996. Performance
for the Fiduciary Shares is based on Class A Share performance adjusted to
reflect the absence of sales charges.
 
The performance of the Louisiana Municipal Bond Fund is measured against the
Lehman Brothers 7 Year Municipal Bond Index, an unmanaged index comprised of
investment grade municipal bonds with maturities close to seven years. Investors
are unable to purchase the index directly, although they can invest in the
underlying securities. The performance of the index does not reflect the
deduction of expenses associated with a mutual fund, such as investment
management. By contrast, the performance of the fund reflects the deduction of
these value-added services as well as the deduction of sales charges on Class A
Shares and applicable contingent deferred sales charges on Class B Shares.
 
The Lipper Intermediate Municipal Bond Funds Index consists of the equally
weighted average monthly return of the largest funds within the universe of all
funds in the category.


                                          77
<PAGE>

               The One Group U.S. Treasury Securities Money Market Fund
Portfolio Performance Review
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1997
 
PERFORMANCE
The seven-day yield on The One Group U.S. Treasury Securities Money Market Fund
Fiduciary share class was 5.03% on June 30, 1997, up from 4.98% on June 30,
1996.
 
The Fund's yield reflects the slight increase in interest rates brought on by
the Federal Reserve's only monetary policy adjustment during the fiscal year--a
0.25% federal funds rate hike on March 25, 1997. Interim rate movements were
fairly moderate, and they reflected market participants' changing views on
economic strength and whether that strength would lead to inflationary pressures
requiring Federal Reserve action.
 
STRATEGIES AND TACTICS
Our primary strategy during the period was to maintain a "barbell" maturity
structure, meaning that we focused on securities at the extremes of the
short-term maturity range. As such, the Fund emphasized securities with
maturities between six months and one year along with overnight repurchase
agreements.
 
The money market yield curve during the fiscal year remained fairly steep,
meaning that securities with longer maturities paid relatively higher yields.
The Fund's "longer" securities--those maturing in six months to one
year--enabled the Fund to take advantage of this steepness, which helped
increase the Fund's yield. At the same time, the repurchase agreements, which
matured overnight, allowed the Fund to retain a high level of liquidity.
 
This strategy led to an average maturity of 30 days on June 30, 1997, enabling
the Fund to maintain its "AAA" average quality rating--the best possible--from
Standard & Poor's and Moody's Investors Service. This rating indicates that the
Fund's securities are of the highest quality and offer the lowest credit risk.
In order to receive this rating, a fund must have an average maturity no greater
than 60 days.
 
OUTLOOK
Economic activity and how it influences the Federal Reserve's policies will have
a direct effect on the Fund over the next year. Over the near term, the Federal
Reserve may make another move to slow down the economy and take a proactive
stance against inflation. This outlook warrants the continued use of a barbell
strategy to quickly take advantage of any higher rates caused by more
tightening. If it becomes apparent that the Fed has finished its rate hikes for
awhile, we would reduce our position in repurchase agreements and invest more
heavily in money market securities with longer maturities.
 
LOGO
Andrew T. Linton
Fund Manager
 
LOGO
Gary J. Madich, CFA
Senior Managing Director of Fixed-Income Securities
 
<TABLE>
<CAPTION>
                                                AVERAGE ANNUAL
CLASS OF SHARES     7 DAY YIELD     1 YEAR       TOTAL RETURN 5 YEARS SINCE
INCEPTION
<S>                 <C>             <C>        <C>         <C>             <C>
   Fiduciary            5.03         5.07        4.27            5.51
    Class A             4.78         4.81        4.01            3.95
</TABLE>
 
Please refer to the prospectus and the accompanying financial statements for
further information about your Fund.


                                          78
<PAGE>

                      The One Group Municipal Money Market Fund
Portfolio Performance Review
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1997
 
PERFORMANCE
The seven-day yield on The One Group Municipal Money Market Fund Fiduciary share
class was 3.63% on June 30, 1997, compared to 3.00% on June 30, 1996. (For
investors in the 39.6% federal income tax bracket, the June 30, 1997, tax-free
yield translates to a tax-equivalent yield of 6.08%.)
 
During the past year, short-term tax-exempt rates moved within a wide trading
range of 2.75% to 4.75%. This interest rate volatility was attributed primarily
to irregular and seasonal shifts in the supply and demand for short-term issues.
When the volume or supply of eligible issues was not able to keep pace with the
demand from short-term buyers, interest rates moved downward near the lower end
of the trading range.
 
These periods of market strength were apparent during January and July, as heavy
cash flows into the market exceeded the limited supply. Conversely, during April
and December, when the available market supply surpassed demand, rates moved
upward significantly to attract buyers. As these technical factors of the
short-term tax-exempt market operated against the backdrop of economic growth
and possible inflationary pressures, interest rates moved moderately upward
throughout the year.
 
STRATEGIES AND TACTICS
Due to the technical nature of the short-term tax-exempt market, our ongoing
investment strategy is to focus on selecting the appropriate mix of
variable-rate and fixed-rate securities to react to and take advantage of
changing market conditions. For the most part, we favored the variable-rate
sector over the fixed-rate sector to take advantage of the moderate upward shift
in interest rates evident during the year. Because variable-rate issues tend to
reset more frequently to changing market conditions, they offered more
attractive yields.
 
Throughout the year, the yield curve also shifted in an abrupt fashion. To help
compensate for unexpected changes in the yield curve, we maintained the Fund's
average maturity within a range of 35 days to 60 days, which was generally less
than the industry average. The Fund ended the year with an average maturity of
37 days, compared to 55 days on June 30, 1996.
 
OUTLOOK
We believe that the near-term outlook for the short-term tax-exempt market
continues to look favorable. As long as economic growth continues and inflation
remains under control, we don't anticipate making any changes in our ongoing
investment strategy. Furthermore, the Fund currently is positioned to take
advantage of ever-changing market conditions to seek to provide an attractive
and competitive return for our shareholders.
 
LOGO
Thomas W.Cary
Fund Manager
 
LOGO
Gary J. Madich, CFA
Senior Managing Director of Fixed-Income Securities
 
<TABLE>
<CAPTION>
                                                AVERAGE ANNUAL
CLASS OF SHARES     7 DAY YIELD     1 YEAR       TOTAL RETURN 5 YEARS SINCE
INCEPTION
<S>                 <C>             <C>        <C>         <C>             <C>
   Fiduciary            3.63         3.19        2.82            3.89
    Class A             3.38         2.97        2.59            2.56
</TABLE>
 
Please refer to the prospectus and the accompanying financial statements for
further information about your Fund.


                                          79
<PAGE>

                    The One Group Treasury Only Money Market Fund
Portfolio Performance Review
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1997
 
PERFORMANCE
The seven-day yield on The One Group Treasury Only Money Market Fund was 5.12%
on June 30, 1997, up from 5.00% on June 30, 1996.
 
The Fund's yield reflects the slight increase in interest rates brought on by
the Federal Reserve's only monetary policy adjustment during the fiscal year--a
0.25% federal funds rate hike on March 25, 1997. Interim rate movements were
fairly moderate, and they reflected market participants' changing views on
economic strength and whether that strength would lead to inflationary pressures
requiring Federal Reserve action.
 
STRATEGIES AND TACTICS
The portfolio continued to benefit from a "barbell" maturity structure, a common
technique that involves investing in securities at the long and short ends of a
particular maturity range instead of those with intermediate maturities.
 
This strategy led to an average maturity of 49 days on June 30, 1997, enabling
the Fund to maintain its "AAA" average quality rating--the best possible--from
Standard & Poor's and Moody's Investors Service. This rating indicates that the
Fund's securities are of the highest quality and offer the lowest risk. In order
to receive this rating, a fund must have an average maturity no greater than 60
days.
OUTLOOK
Economic activity and how it influences the Federal Reserve's policies will have
a direct effect on the Fund over the next year. Over the near term, the Federal
Reserve may make another move to slow down the economy and take a proactive
stance against inflation. As investors factor this potential rate hike into the
market, the yield curve should steepen, meaning securities with longer
maturities would offer higher yields. If this happens, we would extend the
Fund's average weighted maturity to take advantage of a steeper yield curve.
 
Andrew T. Linton Signature
Andrew T. Linton
Fund Manager
 
Gary J. Madich Signature
Gary J. Madich, CFA
Senior Managing Director of Fixed-Income Securities
 
<TABLE>
<CAPTION>
                            AVERAGE ANNUAL
7 DAY YIELD     1 YEAR       TOTAL RETURN 5 YEARS SINCE INCEPTION
<S>             <C>        <C>         <C>             <C>
    5.12         5.24         NA             4.67
</TABLE>
 
Please refer to the prospectus and the accompanying financial statements for
further information about your Fund.


                                          80
<PAGE>

                      INFORMATION ABOUT THE PROPOSED TRANSACTION

INTRODUCTION

     This Combined Prospectus/Proxy Statement is furnished in connection with
the solicitation of proxies from the shareholders of Marquis Institutional,
Marquis Treasury Securities, Marquis Tax-Exempt, Marquis Government, Marquis
Strategic Income, Marquis Louisiana, Marquis Balanced, Marquis Value, Marquis
Growth, Marquis Small Cap and Marquis International by and on behalf of the
Trustees of Marquis Funds for use at a Meeting to approve the reorganization of
the Marquis Funds. The Meeting will be held at the offices of SEI Investments
Company at One Freedom Valley Road, Oaks, Pennsylvania on Thursday, July 30,
1998. This Combined Prospectus/Proxy Statement and the enclosed form of proxy
are being mailed to shareholders of the Marquis Funds on or about June ___,
1998. 

     Any shareholder may revoke a proxy once the proxy is given. The shareholder
revoking such proxy must either submit to the appropriate Marquis Fund a
subsequently dated proxy, deliver to the appropriate Marquis Fund a written
notice of revocation, or otherwise give written notice of revocation in person
at the Meeting. All properly executed proxies received in time for the Meeting
will be voted as specified in the proxy, or, if no specification is made, FOR
the proposal (set forth in Item (1) of the Notice of Special Meeting of
Shareholders). 

     Only shareholders of record on May 18, 1998 will be entitled to notice of
and to vote at the Meeting. Each share as of the close of business on May 18,
1998, is entitled to one vote. 

     The Trustees of Marquis Funds know of no matters other than those set forth
herein to be brought before the Meeting. If, however, any other matters properly
come before the Meeting, it is the Trustees' intention that proxies will be
voted on such matters in accordance with the judgment of the persons named in
the enclosed form of proxy. 

TERMS OF THE PROPOSED REORGANIZATION

     Shareholders of Marquis Institutional, Marquis Treasury Securities, Marquis
Tax-Exempt, Marquis Government, Marquis Strategic Income, Marquis Louisiana,
Marquis Balanced, Marquis Value, Marquis Growth, Marquis Small Cap and Marquis
International are being asked to approve or disapprove of an Agreement and Plan
of Reorganization involving the Marquis Funds and the One Group Funds. 
According to the Agreement and Plan of Reorganization, Marquis Institutional,
Marquis Treasury Securities, Marquis Tax-Exempt, Marquis Government, Marquis
Strategic Income, Marquis Louisiana, Marquis Balanced, Marquis Value, Marquis
Growth, Marquis Small Cap and Marquis International would be merged with and
into One Group Treasury Only, One Group Treasury Securities, One Group
Tax-Exempt, One Group Government, One Group Income, One Group Louisiana, One
Group Balanced, One Group Value, One Group Growth, One Group Small Cap and One
Group International Index, respectively, on or about August 10, 1998 (the
"Exchange Date"). On the Exchange Date, the Marquis Funds will transfer all of
their assets and liabilities to the corresponding One Group Funds in exchange
for shares of the corresponding One Group Fund having an aggregate net asset
value equal to the aggregate value of the net assets acquired from the
corresponding Marquis Fund. The assets and liabilities of the Marquis Funds and
The One Group Funds will be valued as of the close of trading on the New York
Stock Exchange on the business day next preceding the Exchange Date. The
following discussion is qualified in its entirety by the full text of the
Agreement and Plan of Reorganization which is attached as Exhibit A to this
Combined Prospectus/Proxy Statement. 

     Following the transfer, the Marquis Funds will be dissolved and shares of
the respective One Group Funds received by the corresponding Marquis Fund will
be distributed to Marquis Fund shareholders in liquidation of the Marquis Funds.
As a result of the proposed transaction, a Marquis Institutional, Marquis
Treasury Securities, Marquis Tax-Exempt, Marquis Government, Marquis Strategic
Income, Marquis Louisiana, Marquis Balanced, Marquis Value, Marquis Growth,
Marquis Small Cap and Marquis International shareholder will receive, on a
tax-free basis, a number of full and fractional shares equal in value at the
date of the exchange to the value of the net 


                                          81
<PAGE>

assets of the respective Marquis Fund transferred to One Group Treasury Only,
One Group Treasury Securities, One Group Tax-Exempt, One Group Government, One
Group Income, One Group Louisiana, One Group Balanced, One Group Value, One
Group Growth, One Group Small Cap and One Group International Index
respectively, attributable to the shareholder. If you own Class A shares of the
Marquis Fund and are a financial organization authorized to act in a fiduciary,
advisory, agency, custodial or similar capacity, or you own Trust Class shares,
you will receive One Group Fiduciary Class shares. If you otherwise own Marquis
Class A, Retail Class or Sweep Class shares, you will receive One Group Class A
shares. Shareholders holding Marquis Class B shares will receive One Group
Class B shares.  If you are invested in Marquis Institutional, you will receive
shares of  One Group Treasury Only Fund.

     Marquis Funds, on behalf of each of the Marquis Funds, will pay to the
respective One Group Funds any interest and cash dividends received by the
corresponding Marquis Fund after the Exchange Date with respect to the
investments transferred to the respective One Group Fund. In addition, Marquis
Funds, on behalf of each of the Marquis Funds, will transfer to the respective
One Group Fund any rights, stock dividends or other securities received by the
corresponding Marquis Fund after the Exchange Date as stock dividends or other
distributions with respect to the investments transferred. Such rights, stock
dividends and other securities shall be deemed included in the assets
transferred to the One Group Funds at the Exchange Date and shall not be
separately valued, in which case any such distribution that remains unpaid as of
the Exchange Date shall be included in the determination of the value of the
assets of the respective Marquis Funds acquired by the corresponding One Group
Funds. 

     At a meeting on May 18, 1998, the Trustees of Marquis Funds unanimously
approved the Agreement and Plan of Reorganization and determined that the
reorganization of the Marquis Funds and the One Group Funds would be in the best
interests of each Fund. The Trustees further determined that the interests of
existing shareholders of each Fund would not be diluted upon effectuation of the
reorganization. Consequently, the Trustees recommend approval of the Agreement
and Plan of Reorganization for the following reasons: 

1.  ENHANCED RANGE OF INVESTMENT OPTIONS  

Investors in The One Group enjoy a wide array of investment options and
strategies.  The One Group currently consists of thirty-three (33) operational
funds, including ten different equity funds, each with a distinct style or
strategy.  In addition, The One Group offers seven municipal bond funds, each
focusing on a different state or strategy, as well as six money market funds,
six taxable bond funds and four fund of funds. This range of strategies permits
an investor in The One Group to participate at any point in time in the styles
currently prevalent in the market.  Shareholders are free to make exchanges
between each of these funds (excluding The One Group Institutional Money Market
Funds).  Thus, if the Agreement and Plan of Reorganization is approved, you will
have increased investment options and greater flexibility to change investments.

2.  TAX-FREE CONVERSION OF MARQUIS FUNDS SHARES  

If you were to redeem your investment in the Marquis Funds in order to invest in
a One Group Fund or another investment product, you would recognize gain or loss
for Federal income tax purposes upon the redemption of those shares. By
contrast, the proposed reorganization of each Marquis Fund will permit
shareholders of the Marquis Funds to exchange their investment in the Marquis
Funds for an investment in the One Group Funds without recognition of gain or
loss for Federal income tax purposes. After the reorganization, as a shareholder
of an open-end fund, you will continue to be free to redeem any or all of your
shares at net asset value (other than Class B shares) at any time.  At that
time, a taxable gain or loss would be recognized. 

3.  INVESTMENT LEVERAGE AND MARKET PRESENCE  

The merger is expected to result in greater investment leverage and market
presence for The One Group. If the Agreement and Plan of Reorganization is
approved, The One Group would have approximately $28 billion in assets under
management.  Fund investment opportunities increase as assets increase. 


                                          82
<PAGE>

In addition, you could benefit from any resulting economies of scale
attributable to the larger asset size of the One Group Funds. 

4.  PERFORMANCE  

The total returns of the One Group Funds are competitive with, and in most cases
superior to, those of  the Marquis Funds. For information regarding the total
returns of each of the Funds in question, see "Financial Highlights" in the One
Group and Marquis Funds Prospectuses accompanying this Combined Prospectus/Proxy
Statement. Of course, past performance does not predict future results. 

<TABLE>
<CAPTION>

                                     Marquis Institutional   The One Group Treasury 
                                     Money Market Fund       Only Money Market Fund
                                     ---------------------   ----------------------
<S>                                  <C>                     <C>
YTD Ending 3/31/98                           1.31%               1.30%
1 Year Annualized 12/31/97                   5.35%               5.28%
3 Year Annualized - 12/31/97                 NA                  5.39%
5 Year Annualized - 12/31/97                 NA                  NA 
Average Net Assets 12/31/97 ($MM)            $66                 $555
Total Fund Net Assets 12/31/97 ($MM)         $55                 $769

<CAPTION>

                                      Marquis Treasury Securities        The One Group U.S. Treasury 
                                          Money Market Fund              Securities Money Market Fund
                                      ---------------------------        ----------------------------
                                      Retail  Trust   Cash Sweep      Class A Fiduciary
                                      ------  -----   ----------      ------- ---------
<S>                                   <C>     <C>     <C>             <C>     <C>
YTD Ending 3/31/98                    1.25%   1.20%   1.13%           1.20%   1.26%
1 Year Annualized -  12/31/97         4.90%   5.10%   NA              4.87%   5.14%
3 Year Annualized - 12/31/97          4.98%   5.18%   NA              5.02%   5.28%
5 Year Annualized - 12/31/97          NA      NA      NA              4.24%   4.50%
Average Net Assets 12/31/97 ($MM)     $598    $560    $ 86            $553    $2,321
Total Fund Net Assets - 12/31/97      $635    $599    $186            $841    $2,681

<CAPTION>

                                      Marquis Tax-Exempt                    The One Group 
                                      Money Market Fund               Municipal Money Market Fund
                                      ------------------              ---------------------------
                                      Retail                          Class A Fiduciary
                                      ------                          ------- ---------
<S>                                   <C>                             <C>     <C>
YTD Ending 3/31/98                    0.70%                           0.68%   0.74%
1 Year Annualized - 12/31/97          3.17%                           3.05%   3.31%
3 Year Annualized - 12/31/97          NA                              3.10%   3.35%
5 Year Annualized - 12/31/97          NA                              2.70%   2.93%
Average Net Assets 12/31/97 ($MM)     $ 91                            $67     $489
Total Fund Net Assets - 12/31/97      $126                            $96     $500

<CAPTION>

                                      Marquis Government                 The One Group 
                                        Securities Fund               Government Bond Fund
                                      ------------------              --------------------
                                      Class A Class B                 Class A Fiduciary Class B
                                      ------- -------                 ------- --------- -------
<S>                                   <C>     <C>                     <C>     <C>       <C>
YTD Ending 3/31/98                    1.58%   1.28%                   1.54%   1.60%     1.39%
1 Year Annualized - 12/31/97          7.96%   7.25%                   9.49%   9.76%     8.80%
3 Year Annualized - 12/31/97          8.53%   7.73%                   9.68%   9.97%     9.00%
5 Year Annualized - 12/31/97          NA      NA                      NA      NA        NA
Average Net Assets 12/31/97 ($MM)     $151    $ 1                     $35     $727      $ 12
Total Fund Net Assets - 12/31/97      $147    $ 1                     $32     $810      $ 15

<CAPTION>
                                      Marquis Strategic       The One Group
                                      Income Fund             Income Bond Fund
                                      -----------             ----------------


                                          83
<PAGE>

                                      Class A Class B         Class A Fiduciary  Class B
                                      ------- -------         ------- ---------  -------
<S>                                   <C>     <C>             <C>     <C>        <C>
YTD Ending 3/31/98                    1.16%   0.98%           1.62%   1.58%      1.46%
1 Year Annualized - 12/31/97          NA      NA              7.05%   7.31%      6.26%
3 Year Annualized - 12/31/97          NA      NA              9.01%   9.27%      8.33%
5 Year Annualized - 12/31/97          NA      NA              6.04%   6.31%      NA
Average Net Assets 12/31/97 ($MM)     $ 14    $ 1             $ 14    $738       $ 11
Total Fund Net Assets - 12/31/97      $ 16    < $ 1           $ 15    $816       $ 14

<CAPTION>

                                        Marquis Louisiana     The One Group Louisiana 
                                       Tax-Free Income Fund   Municipal Bond Fund
                                      ----------------------  -------------------
                                      Class A Class B         Class A Fiduciary  Class B
                                      ------- -------         ------- ---------  -------
<S>                                   <C>     <C>             <C>     <C>        <C>
YTD Ending 3/31/98                    0.81%   0.53%           0.94%   0.90%      0.68%
1 Year Annualized - 12/31/97          7.31%   6.54%           7.04%   7.41%      6.46%
3 Year Annualized - 12/31/97          8.45%   7.65%           7.70%   7.90%      7.03%
5 Year Annualized - 12/31/97          NA      NA              5.93%   6.05%      NA
Average Net Assets 12/31/97 ($MM)     $ 32    $ 1             $ 50    $113       $ 4
Total Fund Net Assets - 12/31/97      $ 40    $ 2             $ 49    $103       $ 4

<CAPTION>

                                      Marquis Balanced Fund   The One Group Asset Allocation Fund
                                      ---------------------   -----------------------------------
                                      Class A Class B         Class A Fiduciary  Class B
                                      ------- -------         ------- ---------  -------
<S>                                   <C>     <C>             <C>     <C>        <C>
YTD Ending 3/31/98                    7.18%   6.87%           7.92%   7.99%      7.78%
1 Year Annualized - 12/31/97          21.65%  20.78%          22.26%  22.58%     21.41%
3 Year Annualized - 12/31/97          18.02%  17.16%          19.67%  20.01%     18.84%
5 Year Annualized - 12/31/97          NA      NA              NA      NA         NA
Average Net Assets 12/31/97 ($MM)     $126    $ 3             $ 30    $ 94       $45
Total Fund Net Assets - 12/31/97      $133    $ 4             $ 39    $ 95       $70

<CAPTION>
                                         Marquis Value             The One Group
                                          Equity Fund         Disciplined Value Fund
                                      --------------------    ----------------------
                                      Class A Class B         Class A Fiduciary  Class B
                                      ------- -------         ------- ---------  -------
<S>                                   <C>     <C>             <C>     <C>        <C>
YTD Ending 3/31/98                    10.27%  10.12%          8.39%   9.54%      8.22%
1 Year Annualized - 12/31/97          37.10%  36.04%          34.88%  35.10%     33.83%
3 Year Annualized - 12/31/97          28.44%  27.52%          25.32%  25.65%     24.39%
5 Year Annualized - 12/31/97          NA      NA              17.16%  17.39%     NA
Average Net Assets 12/31/97 ($MM)     $119    $  8            $25     $552       $20 
Total Fund Net Assets - 12/31/97      $132    $ 10            $29     $591       $25

<CAPTION>
                                           Marquis                  The One Group
                                      Growth Equity Fund      Growth Opportunities Fund
                                      ---------------------   -------------------------
                                      Class A Class B         Class A Fiduciary  Class B
                                      ------- -------         ------- ---------  -------
<S>                                   <C>     <C>             <C>     <C>        <C>
YTD Ending 3/31/98                    11.31%  11.08%          13.63%  13.68%     13.39%
1 Year Annualized - 12/31/97          27.33%  26.45%          29.78%  30.08%     28.67%
3 Year Annualized - 12/31/97          NA      NA              25.69%  26.01%     24.78%
5 Year Annualized - 12/31/97          NA      NA              16.47%  16.78%     NA
Average Net Assets 12/31/97 ($MM)     $29     $ 1             $46     $623       $40
Total Fund Net Assets - 12/31/97      $37     $ 2             $63     $734       $62

<CAPTION>
                                                                 The One Group Small 


                                          84

<PAGE>


                                        Marquis Small Cap
                                           Equity Fund        Small Capitalization Fund
                                      ----------------------  --------------------------
                                      Class A Class B         Class A Fiduciary  Class B
                                      ------- -------         ------- ---------  -------
<S>                                   <C>     <C>             <C>     <C>        <C>
YTD Ending 3/31/98                    11.67%  11.46%          11.39%  11.46%     11.20%
1 Year Annualized - 12/31/97          11.27%  10.54%          28.41%  28.78%     27.47%
3 Year Annualized - 12/31/97          22.72%  21.82%          21.90%  22.06%     20.98%
5 Year Annualized - 12/31/97          16.23%  15.37%          12.52%  12.61%     NA
Average Net Assets 12/31/97 ($MM)     $ 3     < $ 1           $18     $82        $ 4
Total Fund Net Assets - 12/31/97      $ 4     < $ 1           $18     $87        $ 5

<CAPTION>

                                      Marquis International           The One Group 
                                      Equity Fund             International Equity Index Fund
                                      --------------------    --------------------------------
                                      Class A Class B         Class A Fiduciary  Class B
                                      ------- -------         ------- ---------  -------
<S>                                   <C>     <C>             <C>     <C>        <C>
YTD Ending 3/31/98                    15.47%  15.32%          15.36%  15.36%     15.11%
1 Year Annualized - 12/31/97          (2.66%) (3.33%)         5.44%   5.68%      4.70%
3 Year Annualized - 12/31/97          5.53%   4.73%           7.26%   7.48%      6.31%
5 Year Annualized - 12/31/97          7.49%   6.66%           NA      10.83%     NA
Average Net Assets 12/31/97 ($MM)     $ 2     < $ 1           $13     $423       $ 11
Total Fund Net Assets - 12/31/97      $ 2     < $ 1           $16     $442       $ 11

</TABLE>

Please keep in mind, if you are a financial organization authorized to act in a
fiduciary, custodial, advisory or similar capacity and owned Class A shares of
the Marquis Funds, you will receive Fiduciary Class shares of The One Group.

5.  MANAGEMENT FEES

Following the merger of the Marquis Funds with the One Group Funds, investment
advisory fees will, for the most part, be reduced.  Below is a comparison of the
current investment advisory fee paid by each of the Marquis Funds and the fee
that will be assessed following the merger: 

<TABLE>
<CAPTION>

      Current (1)                              Proposed (2)
      -------                                  --------
<S>                           <C>         <S>                            <C>
Marquis Institutional          .04%      One Group Treasury Only         .08%
Marquis Treasury Securities    .30%      One Group Treasury Securities   .30%
Marquis Tax-Exempt             .44%      One Group Municipal             .25%
Marquis Government             .51%      One Group Government            .45%
Marquis Strategic Income       .31%      One Group Income                .40%
Marquis Louisiana              .35%      One Group Louisiana             .40%
Marquis Balanced               .71%      One Group Asset Allocation      .55%
Marquis Value                  .74%      One Group Value                 .74%
Marquis Growth                 .72%      One Group Growth                .74%
Marquis Small Cap             1.19%      One Group Small Cap             .74%
Marquis International         1.05%      One Group International         .55%
</TABLE>

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

     (1)  Absent waivers, Management Fees would be .15% for Marquis
          Institutional, .45% for Marquis Tax-Exempt, .55% for Marquis
          Government, .74% for Marquis Strategic Income, .35% for Marquis
          Louisiana, .74% for Marquis Balanced, 1.40% for Marquis Small Cap,
          and 1.36% for Marquis International.

     (2)  Absent waivers, Management Fees would be .35% for One Group Treasury
          Securities, .35% for One Group Municipal, .60% for One Group Income,
          .60% for One Group Louisiana, .65% for One Group Asset Allocation.


                                          85
<PAGE>

Although the Management Fees for One Group Treasury Only, One Group Income, One
Group Louisiana and One Group Growth are slightly higher than those paid by the
corresponding Marquis Funds, the level of fees prior to voluntary waiver of fees
is generally lower for the One Group Funds.  There is no guarantee that Banc One
Investment Advisors will continue to waiver a portion of the Management Fees
that it charges the Marquis Funds.

While the Management Fees for those four funds may be slightly higher, Banc One
Investment Advisors possesses superior investment management resources that
enable the One Group Funds to achieve and sustain a high level of performance.
In order to develop and maintain a money market expertise, Banc One Investment
Advisors invested a substantial amount of resources in attracting and retaining
qualified investment professionals, as well as system support. Significant
investments also have been made to develop a dynamic equity research group that
has fifteen dedicated analysts that follow eleven major market sectors and 37
specific industries. In addition, a highly efficient and effective trading
operation exists which ultimately benefits the Funds through securities trades
executed at costs lower than industry standards. 

FEDERAL TAX OPINIONS

As part of the reorganization, The One Group will have received an opinion of
Ropes & Gray, counsel to The One Group addressed to The One Group and each One
Group Fund and to Marquis Portfolio and each Marquis Fund, in a form reasonably
satisfactory to The One Group and Marquis Funds and dated the Exchange Date, to
the effect that for Federal income tax purposes (i) under Section 361 of the
Internal Revenue Code of 1986, as amended (the "Code"), no gain or loss will be
recognized by any Marquis Fund upon the transfer of its assets to the
corresponding One Group Fund in exchange for shares of such One Group Fund and
the assumption by such One Group Fund of the liabilities of the Marquis Fund;
(ii) under Section 354 of the Code, no gain or loss will be recognized by the
shareholders of any Marquis Fund upon the exchange of their shares for shares of
the corresponding One Group Fund; (iii) under Section 358 of the Code, the basis
of the shares a Marquis Fund shareholder receives in connection with the
transaction will be the same as the basis of his or her Marquis Fund shares
exchanged therefor; (iv) under Section 1223(1) of the Code, a Marquis
shareholder's holding period for his or her shares will be determined by
including the period for which he or she held the Marquis Fund shares exchanged
therefor, provided that he or she held such Marquis Fund shares as capital
assets; (v) under Section 1032 of the Code, no gain or loss will be recognized
by any One Group Fund upon the receipt of the assets of the corresponding
Marquis Fund in exchange for shares and the assumption by the One Group Fund of
the liabilities of the corresponding Marquis Fund; (vi) under Section 362 of the
Code, the basis in the hands of the One Group Fund of the assets of the
corresponding Marquis Fund transferred to the One Group Fund will be the same as
the basis of the assets in the hands of the corresponding Marquis Fund
immediately prior to the transfer; and (vii) under Section 1223(2) of the Code,
the holding periods of the Marquis Fund's assets in the hands of the
corresponding One Group Fund will include the periods during which such assets
were held by the Marquis Funds. 

FEES AND EXPENSES OF THE REORGANIZATION

All fees and expenses, including accounting expenses, portfolio transfer taxes
(if any) or other similar expenses incurred in connection with the consummation
by One Group and Marquis Funds of the transactions contemplated by this
Agreement and Plan of Reorganization will be paid by the party directly
incurring such fees and expenses, except that the costs of proxy materials and
proxy solicitation, including legal expenses, will be borne by The One Group;
PROVIDED HOWEVER, that such expenses will in any event be paid by the party
directly incurring such expenses if and to the extent that the payment by the
other party of such expenses would result in the disqualification of any One
Group or Marquis Fund, as the case may be, as a "regulated investment company"
within the meaning of Section 851 of the Code. 


                                          86
<PAGE>

COMPARISON OF SHAREHOLDER RIGHTS

Both the One Group Funds and the Marquis Funds are series of open-end management
investment companies. As shown above, each Fund has substantially similar
purchase and redemption procedures, sales charge structure, exchange and
conversion privileges, and voting rights.

EXISTING AND PRO FORMA CAPITALIZATION

The following tables set forth as of December 31, 1997, (I) the capitalization
of the Marquis Funds and the One Group Funds and (ii) the pro forma
capitalization of the Marquis Funds and the One Group Funds as adjusted giving
effect to the proposed acquisition of assets at net asset value: 

<TABLE>
<CAPTION>

                                                    The One Group          The Marquis Funds       Proforma Combined
                                                     Net Assets               Net Assets               Net Assets
                                                      12/31/97                 12/31/97
<S>                                              <C>                      <C>                      <C>
Municipal Money Market Fund                        596,488,477.06           126,250,090.92           722,738,567.98
Treasury Only Money Market Fund                    768,616,544.09            54,714,216.21           823,330,760.30
U.S. Treasury Securities Money Market Fund       3,521,750,412.00         1,420,509,488.58         4,942,259,900.58
Government Bond Fund                               856,655,495.86           148,429,107.42         1,005,084,603.28
Income Bond Fund                                   844,256,516.13            16,097,233.37           860,353,749.50
Louisiana Municipal Bond Fund                      155,949,852.52            42,278,783.52           198,228,636.04
Small Capitalization Fund                          110,282,705.76             4,602,313.97           114,885,019.73
Assets Allocation Fund                             203,458,349.47           136,972,926.18           340,431,275.65
International Equity Index Fund                    468,551,463.80             2,699,244.31           471,250,708.11
Disciplined Value Fund                             645,995,074.65           142,130,160.72           788,125,235.37
Growth Opportunities Fund                          858,524,541.12            38,600,655.09           897,125,196.21
</TABLE>


                                  VOTING INFORMATION

A proxy may be revoked at any time at or before the meeting by submitting to the
appropriate Marquis Fund a subsequently dated proxy, delivering a written notice
of revocation to the appropriate Marquis Fund at the offices of SEI Investments
Company, One Freedom Valley Road, Oaks, Pennsylvania 19456, or as otherwise
described in the "Introduction" above. Unless revoked, all valid proxies will be
voted in accordance with the instructions thereon or, in the absence of
instructions, will be voted FOR approval of the Agreement and Plan of
Reorganization. The transaction contemplated by the Agreement and Plan of
Reorganization will be consummated only if approved by the affirmative vote of a
majority of all votes attributable to the voting securities of each class of
each Marquis Fund voting separately as a class. In the event the shareholders do
not approve the reorganization, the Marquis Trustees will consider possible
alternative arrangements in the best interests of the Marquis Funds and their
shareholders. Shares of the Marquis Funds are redeemable for cash at net asset
value on Monday through Friday, except Federal holidays and Good Friday. See
"Redemption Procedures" in the One Group and Marquis Prospectuses accompanying
this Combined Prospectus/Proxy Statement. 

In the event that a quorum for a particular Marquis Fund is not present at the
Meeting, or in the event that a quorum is present at the Meeting but
insufficient votes from a particular Marquis Fund have been received to approve
the Agreement and Plan of Reorganization and the transactions contemplated
therein, the persons named as proxies may propose one or more adjournments of
the Meeting with respect to that Marquis Fund in order to permit further proxy
solicitations.   A majority of those shares of the Marquis Fund that are
affected by the adjournment that are represented at the Meeting in person or by
proxy must vote for the adjournment.  If a quorum is present, the persons


                                          87
<PAGE>

named as proxies will vote those proxies which they are entitled to vote FOR the
Agreement and Plan of Reorganization, for the adjournment, and will vote those
proxies required to be voted AGAINST such proposals against any adjournment.  A
shareholder vote may be taken with respect to one or more Marquis Funds prior to
any adjournment if sufficient votes have been received for approval with respect
to any such Marquis Fund.

Proxies are being solicited primarily by mail, but also may be made by
telephone, telegraph or personal interview conducted by certain officers or
employees of Marquis Funds or SEI Investments Company.  Shareholders of record
on the close of business on May 18, 1998 (the "Record Date"), will be entitled
to vote at the Meeting or any adjournment thereof. The holders of a majority of
votes attributable to the outstanding voting shares of each Marquis Fund
represented in person or by proxy at the Meeting will constitute a quorum for
the Meeting; however, the affirmative vote of the lesser of (a) 67% or more of
the votes attributable to all voting securities of each class of each Marquis
Fund present at such Meeting if holders of more than 50% of the votes
attributable to all voting securities of each class of each Marquis Fund are
present or represented by proxy or (b) more than 50% of the votes attributable
to the outstanding voting securities of each class of each Marquis Fund is
necessary to approve the reorganization. Shareholders are entitled to one vote
per share and a proportionate fractional vote for any fractional share. 

Votes cast by proxy or in person at the Meeting will be counted by the Inspector
of Election appointed by Marquis Funds. The Inspector of Election will count the
total number of votes cast FOR approval of the proposal for purposes of
determining whether sufficient affirmative votes have been cast. The Inspector
of Election will count shares represented by proxies that reflect abstentions as
shares that are present and entitled to vote on the matter for purposes of
determining the presence of a quorum; however, the Inspector of Election will
not count "broker non-votes" (I.E., shares held by brokers or nominees as to
which (I) instructions have not been received from the beneficial owners or the
persons entitled to vote and (ii) the broker or nominee does not have the
discretionary voting power on a particular matter) as shares that are present
and entitled to vote on the matter for purposes of determining the presence of a
quorum. For purposes of determining whether an issue has been approved,
abstentions have the effect of a negative vote on the proposal, and broker
non-votes are treated as "against" votes in those instances where approval of an
issue requires a certain percentage of all votes outstanding, but are given no
effect in those instances where approval of an issue requires a certain
percentage of the votes constituting the quorum for such issue.

As of May 18, 1998, as shown on the books of Marquis Funds, there were issued
and outstanding 1,521,821,673.357 shares of beneficial interest of the Marquis
Funds allocated among the Funds and classes as follows:

<TABLE>
               <S>                                 <C>
               MARQUIS INSTITUTIONAL 
               a.  Institutional                      107,052,951.010
               MARQUIS TREASURY SECURITIES
               a.  Retail Class                       660,020,895.570
               b.  Trust Class                        466,724,488.280
               c.  Cash Sweep Class                   181,308,422.190
               MARQUIS TAX-EXEMPT
               a.  Retail Class                       114,760,760.170

               MARQUIS GOVERNMENT
               a.  Class A Shares                      14,855,387.087
               b.  Class B Shares                         127,018.143
               MARQUIS STRATEGIC INCOME
               a.  Class A Shares                       1,620,887.081
               b.  Class B Shares                          58,929.640
</TABLE>


                                          88
<PAGE>

<TABLE>
               <S>                                 <C>
               MARQUIS LOUISIANA
               a.  Class A Shares                       4,966,265.443
               b.  Class B Shares                         196,788.867
               MARQUIS BALANCED
               a.  Class A Shares                      11,085,256.811
               b.  Class B Shares                         376,700.205
               MARQUIS GROWTH
               a.  Class A Shares                       2,413,303.618
               b.  Class B Shares                         135,410.068
               MARQUIS SMALL CAP
               a.  Class A Shares                         367,724.100
               b.  Class B Shares                          47,120.594
               MARQUIS INTERNATIONAL
               a.  Class A Shares                         162,873.279
               b.  Class B Shares                          29,789.378
</TABLE>

     As of May 18, 1998, the officers and Trustees of Marquis Funds as a group
beneficially owned less than 1% of the outstanding Class A and Class B shares of
the Marquis Funds. As of May 18, 1998, to the best of the knowledge of
Marquis Funds the following owned beneficially 5% or more of the outstanding
Class A and Class B shares of the following Marquis Funds: 

<TABLE>
<CAPTION>
NAME AND ADDRESS    FUND/CLASS             PERCENTAGE OF    TYPE OF OWNERSHIP
- ----------------    ----------               OWNERSHIP      -----------------
                                             ---------
<S>                 <C>                      <C>            <C>

</TABLE>

                                          89
<PAGE>

     In addition, as of May 18, 1998, 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: 

<TABLE>
<CAPTION>
                                           PERCENTAGE OF
NAME AND ADDRESS    FUND/CLASS               OWNERSHIP      TYPE OF OWNERSHIP
- ----------------    ----------               ---------      -----------------
<S>                 <C>                      <C>            <C>

</TABLE>



     First NBC may be deemed to be a "controlling person" of Class A shares
of the Funds, other than the_________Funds under the Investment Company Act of
1940. However, First NBC will cast votes attributable to any shares for which
it serves as fiduciary in the same proportion as votes cast by other
Shareholders. 

     The votes of the shareholders of the One Group Funds are not being 
solicited, since their approval or consent is not necessary for the approval 
of the Agreement and Plan of Reorganization. However, the vote required for 
approval of the proposal, including the treatment of abstention and "broker 
nonvotes" would be the same as that of the Marquis Funds. Also, whole shares 
of One Group Funds would be entitled to one vote and fractional shares would 
be entitled to a proportionate fractional vote. As of May 18, 1998, as shown 
on the books of The One Group, there were issued and outstanding 
5,559,677,537 shares of beneficial interest of the One Group Funds allocated 
between the Funds and classes as follows. 

<TABLE>
<CAPTION>
              <S>                                  <C>
              ONE GROUP TREASURY ONLY                
              a.  Institutional                      676,760,350
              -------------------------------------------------------
              ONE GROUP TREASURY SECURITIES
              a.  Class A Shares                     863,245,224
              b.  Class B Shares                         176,217
              c.  Class C Shares                           1,159
              d.  Fiduciary Class                  3,097,326,895
              e.  Service Class                  
              -------------------------------------------------------
              ONE GROUP MUNICIPAL
              a.  Class A Shares                     102,059,027
              b.  Class B Shares
              c.  Class C
              d.  Fiduciary Class                    471,056,102
              -------------------------------------------------------
              ONE GROUP GOVERNMENT
              a.  Class A Shares                       3,175,130
              b.  Class B Shares                       1,900,025
              c.  Class C Shares
              d.  Fiduciary Class                     83,348,814
              -------------------------------------------------------
              ONE GROUP INCOME
              a.  Class A Shares                       1,509,406
              b.  Class B Shares                       1,600,183
              c.  Class C Shares
              d.  Fiduciary Class                     92,822,441
              -------------------------------------------------------
              ONE GROUP LOUISIANA 
              a.  Class A Shares                       4,630,366
              b.  Class B Shares                         480,255


                                          90
<PAGE>

              c.  Class C Shares
              d.  Fiduciary Class                      9,184,367
              -------------------------------------------------------
              ONE GROUP ASSET ALLOCATION
              a.  Class A Shares                       3,526,228
              b.  Class B Shares                       7,635,125
              c.  Class C Shares
              d.  Fiduciary Class                      7,642,026
              -------------------------------------------------------
              ONE GROUP VALUE
              a.  Class A Shares                      1,770,663
              b.  Class B Shares                      1,752,340
              c.  Class C Shares
              d.  Fiduciary Class                    36,885,759
              -------------------------------------------------------
              ONE GROUP GROWTH
              a.  Class A Shares                      4,154,692
              b.  Class B Shares                      4,027,589
              c.  Class C Shares                         19,664
              d.  Fiduciary Class                    38,288,065
              -------------------------------------------------------
              ONE GROUP SMALL CAP
              a.  Class A Shares                      1,755,953
              b.  Class B Shares                        633,953
              c.  Class C Shares                          5,469
              d.  Fiduciary Class                     9,342,159
              -------------------------------------------------------
              ONE GROUP INTERNATIONAL INDEX
              a.  Class A Shares                      1,281,521
              b.  Class B Shares                        750,325
              c.  Class C Shares                          3,478
              d.  Fiduciary Class                    30,926,566
</TABLE>

     As of May 18, 1998, the officers and Trustees of The One Group as a 
group beneficially owned less than 1% of the outstanding shares of Class A, 
Class B, Class C, Fiduciary Class and Service Class shares of The One Group 
Funds.  As of May 18, 1998, to the best of the knowledge of The One Group the 
following owned beneficially 5% or more of the outstanding Class A, Class B, 
Class C, Fiduciary Class and Service Class shares of The One Group Funds: 


                                   5% SHAREHOLDERS

<TABLE>
<CAPTION>

NAME AND                                                                             PERCENTAGE OF            TYPE OF
ADDRESS                                      FUND/CLASS                              OWNERSHIP                OWNERSHIP
- -------                                      ----------                              ---------                ---------
<S>                                          <C>                                     <C>                      <C>
Strafe & Co.                                 Disciplined Value Fund                  55.32%                   Record
Attn: Mutual Funds 0393                      Fiduciary
100 E. Broad Street
Columbus, Ohio 43215-3607

Clark & Co.                                  Disciplined Value Fund                  32.87%                   Record
Database 2 - Attn: One Group/Cash Mgmt       Fiduciary
235 W. Schrock Road
Westerville, Ohio 43081-2874

Strafe & Co FBO                              Disciplined Value Fund                  15.41%                   Beneficial
Banc One Corporation                         Fiduciary
100 E. Broad Street
Columbus, OH 43215-3607

Dean Witter For The Benefit Of               Small Capitalization Fund               36.25%                   Record
Linda Sue Trizila &                          Class C
PO Box 250 Church Street Station
New York NY 10008-0250

State Street Bank & Trust Co                 Small Capitalization Fund               11.53%                   Record
Cust For The IRA Of                          Class C
Linda L Cole
14 Penguin Ct
Woodlands TX 77380-1827

Dean Witter For The Benefit Of               Small Capitalization Fund               7.60%                    Record
Wells Pickney & McHugh                       Class C
PO Box 250 Church Street Station
New York NY 10008-0250

Dean Witter For The Benefit Of               Small Capitalization Fund               7.42%                    Record
Robert Kennedy And                           Class C
Annemarie Kennedy Reisinger JTT
Church St Station - PO Box 250
New York NY 10013-0250

Dean Witter Reynolds Cust For                Small Capitalization Fund               5.99%                    Record
Laurence R Simon                             Class C
IRA STD/Rollover DTD 06/10/97
Church St Station - PO Box 250
New York NY 10013-0250

State Street Bank & Trust Co                 Small Capitalization Fund               5.65%                    Record
Cust For The IRA Of                          Class C
Linda Stephens
9057 E State Rd 46
Bloomington IN 47401-9241

Strafe & Co.                                 Small Capitalization Fund               69.82%                   Record
Attn: Mutual Funds 0393                      Fiduciary
100 E. Broad Street
Columbus, Ohio 43215-3607

Clark & Co                                   Small Capitalization Fund               12.84%                   Record
Database 2 - Attn One Group/Cash             Fiduciary
235 W Schrock Road
Westerville OH 43081-2874

The One Group Investor Growth Fund           Small Capitalization Fund               6.63%                    Record
C/O Mark S Redman                            Fiduciary
The One Group Services Company
3435 Stelzer Rd
Columbus OH 43219-6004

Banc One Securities Corp FBO                 Growth Opportunities Fund               13.84%                   Record
The One Investment Solution                  Class A
733 Greencrest Dr
Westerville OH 43081-4903

Northern Trust Company TTEE                  Growth Opportunities Fund               9.26%                    Record
Ohio Masanic Home Benevolent Endowment       Class A
PO Box 92956
Chicago, IL 60675-2956

Banc One Securities Corp FBO                 Growth Opportunities Fund               45.46%                   Record
The One Investment Solution                  Class C
733 Greencrest Dr
Columbus, OH 43081-4903

Dean Witter Reynolds Cust For                Growth Opportunities Fund               10.93%                   Record
Frederick J Peterson                         Class C
IRA Rollover Dated 09/23/96
Church St Station - PO Box 250
New York NY 10013-0250

Dean Witter For The Benefit Of               Growth Opportunities Fund               5.63%                    Record
United Drywall & Painting Inc                Class C
PO Box 250 Church Street Station
New York NY 10008-0250

Dean Witter For The Benefit Of               Growth Opportunities Fund               5.63%                    Record
Linda Sue Trizila &                          Class C
PO Box 250 Church Street Station
New York NY 10008-0250

Dean Witter For The Benefit Of               Growth Opportunities Fund               5.44%                    Record
Rosa L Peattie                               Class C
374 Venus Drive
Church St Station - PO Box 250
New York NY 10013-0250

Strafe & Co /Cash Div Cash                   Growth Opportunities Fund               55.06%                   Record
C/O Bank One Trust Co                        Fiduciary
Attn Mutual Fund 0393
100 E Broad St
Columbus OH 43215-3607

Clark & Company                              Growth Opportunities Fund               30.48%                   Record
Database 2 - Attn One Group/Cash             Fiduciary
235 W Schrock Road
Westerville OH 43081-2874

Strafe & Co FBO                              Growth Opportunities Fund               10.11%                   Beneficial
Banc One Corporation                         Fiduciary
100 E Broad Street
Columbus, OH 43215

Dean Witter for the Benefit of               Income Bond Fund                        9.48%                    Record
Alpert Corp. Money Purchase Plan             Class A
Steven Kurtz TTEE
5 World Trade Center, 6th Floor
New York, NY 10048-0205

Gila River Health Care Corporation           Income Bond Fund                        6.58%                    Beneficial
Attn Finance                                 Class A
PO Box 38
Sacaton AZ 85247-0038

Strafe & Co.                                 Income Bond Fund                        59.95%                   Record
Bank One Trust Co.                           Fiduciary
Attn: Mutual Funds
100 E. Broad Street
Columbus, Ohio 43215-3607

Clark & Co.                                  Income Bond Fund                        30.15%                   Record
Database 2 - Attn: One Group/Cash Mgmt       Fiduciary
235 W. Schrock Road
Westerville, Ohio 43081-2874

Strafe & Co.                                 Louisiana Municipal Bond Fund           97.78%                   Record
Attn: Mutual Funds 0393                      Fiduciary
100 E. Broad Street
Columbus, Ohio 43215-3607

Northern Trust Company TTEE                  International Equity Index Fund         23.65%                   Record
Ohio Masanic Home Benevolent                 Class A
Endowment
PO Box 92956
Chicago IL 60675-2956

Firstar Trust Co TTEE                        International Equity Index Fund         13.59%                   Record
FBO Milwaukee Foundation - Equit             Class A
PO Box 1787
Milwaukee WI 53201-1787

Dean Witter For The Benefit Of               International Equity Index Fund         31.63%                   Record
John S Wagner &                              Class C
PO Box 250 Church St Station
New York, NY 10008-0250

Banc One Securities Corp FBO                 International Equity Index Fund         31.26%                   Record
The One Investment Solution                  Class C
733 Greencrest Dr                            
Westerville OH 43081-4903

UMB Bank Cust FBO                            International Equity Index Fund         11.17%                   Record
Darlene Y Young IRA                          Class C
718 Sycamore Ave SPC 200                     
Vista CA 92083-7952

Dean Witter For The Benefit Of               International Equity Index Fund         8.57%                    Record
Wells Pickney & McHugh                       Class C
PO Box 250 Church Street Station             
New York NY 10008-0250

Dean Witter Reynolds Cust For                International Equity Index Fund         6.68%                    Record
Laurence R Simon                             Class C
IRA STD/Rollover DTD 06/10/97                
Church St Station - PO Box 250
New York NY 10013-0250

Strafe & Co.                                 International Equity Index Fund         57.18%                   Record
Attn: Mutual Funds 0393                      Fiduciary
100 E. Broad Street                          
Columbus, Ohio 43215-3607

Clark & Co.                                  International Equity Index Fund         30.90%                   Record
Database 2 - Attn: One Group/Cash Mgmt       Fiduciary
235 W. Schrock Road                          
Westerville, Ohio 43081-2874

Strafe & Co FBO                              International Equity Index Fund         15.64%                   Beneficial
Banc One Corporation                         Fiduciary
100 E Broad Street                           
Columbus, OH 43215

BISYS Fund Services, Inc.                    U.S. Treasury Securities                41.20%                   Record
FBO Bank One Corporate Sweep                 Money Market
First and Market Bldg., Ste. 300             Class A
Pittsburgh, PA 15222

BISYS Fund Services Pittsburgh               U.S. Treasury Securities                23.75%                   Record
FBO Bank One TX Sweep Customers              Money Market
First and Market Bldg., Ste. 300             Class A
Pittsburgh, PA 15222

Dean Witter FBO                              U.S. Treasury Securities                29.99%                   Record
Banc One Securities                          Money Market
PO Box 250                                   Class A
Church Street Station
New York, NY 10013-0250

State Street Bank & Trust Co                 U.S. Treasury Securities                32.96%                   Record
Cust for the IRA of                          Money Market
Roland J Bourgeois                           Class B
692C W Wickenburg Way
Wickenburg AZ 85390-2268

State Street Bank & Trust Co                 U.S. Treasury Securities                20.66%                   Record
Cust for the IRA of                          Money Market
Edward Hillman III                           Class B
121 S. Walnut Street
Troy, OH 45373-3530

State Street Bank & Trust Co                 U.S. Treasury Securities                6.65%                    Record
Cust for the IRA of                          Money Market
Joe D Bolding                                Class B
803 Holly Circle
Allen, TX 75002-5216

Dean Witter For the Benefit of               U.S. Treasury Securities                6.56%                    Record
Yo Suzuki                                    Money Market
2031 Grandview Ave Apt B                     Class B
Boulder CO 80302-6552

State Street Bank & Trust Co.                U.S. Treasury Securities                5.85%                    Record
Cust for the Rollover IRA of                 Money Market Fund
Pamela A Bell                                Class B
1692 Leighton Dr
Reynoldsburg OH 43068-8111

State Street Bank & Tr                       U.S. Treasury Securities                5.84%                    Record
SEP IRA Jeffrey S Lux                        Money Market
2220 Justice St                              Class B
Monroe LA 71201-3620

The One Group Services Company               U.S. Treasury Securities                86.96%                   Record
C/O Fund Administration                      Money Market
3435 Stelzer Road                            Class C
Columbus, OH 43219-6004


Strafe & Co. (N)                             U.S. Treasury Securities                68.34%                   Record
Bank One Ohio Trust Co., NA                  Money Market
Department 0393 S.T.I.F.                     Fiduciary
Columbus, Ohio 43271

Bank One Trust Company NA                    U.S. Treasury Securities                17.71%                   Record
Omnibus-Corporate Cash Sweep Acct.           Money Market
Attn: Cash Management DB3                    Fiduciary
235 W. Schrock Road
Westerville, Ohio 43081-2874

Clark & Co.                                  U.S. Treasury Securities                13.64%                   Record
Database 2 - Attn: One Group/Cash Mgmt       Money Market
235 W. Schrock Road                          Fiduciary
Westerville, Ohio 43081-2874

Strafe & Co FBO                              U.S. Treasury Securities                9.86%                    Beneficial
Mrs. Baird's Bakeries Inc.                   Money Market
100 E. Broad Street                          Fiduciary
Columbus, OH 43215

Dean Witter FBO                              Municipal Money Market Fund             66.74%                   Record
Banc One Securities                          Class A
PO Box 250
Church Street Station
New York, NY 10013-0250

BISYS Fund Services, Inc.                    Municipal Money Market Fund             30.86%                   Record
FBO Bank One Corporate Sweep                 Class A
First & Market Building Suite 300
Pittsburgh, PA 15222

Strafe & Co. (D)                             Municipal Money Market Fund             59.25%                   Record
Bank One Ohio Trust Co., NA                  Fiduciary
Department 0393 S.T.I.F
Columbus, Ohio 43271

Clark & Co.                                  Municipal Money Market Fund             35.91%                   Record
Database 2 - Attn: One Group/Cash Mgmt       Fiduciary
235 W. Schrock Road
Westerville, Ohio 43081-2874

Strafe & Co.                                 Government Bond Fund                    60.10%                   Record
Attn: Mutual Funds 0393                      Fiduciary
100 E. Broad Street
Columbus, Ohio 43215-3607

Clark & Co.                                  Government Bond Fund                    29.75%                   Record
Database 2 - Attn: One Group/Cash Mgmt       Fiduciary
235 W. Schrock Road
Westerville, Ohio 43081-2874

Clark & Co.                                  Asset Allocation Fund                   46.72%                   Record
Database 2-Attn: One Group/Cash              Fiduciary
235 W. Schrock Road
Westerville, Ohio 43081-2874

Strafe & Co                                  Asset Allocation Fund                   34.10%                   Record
Attn Mutual Funds 0393                       Fiduciary
100 E Broad Street
Columbus, OH 43215-3607

Strafe & Co                                  Asset Allocation Fund                   7.75%                    Beneficial
OFDA (MT2)                                   Fiduciary
100 E Broad Street
Columbus OH 43215

Strafe & Co.                                 Treasury Only Money Market Fund         52.71%                   Record
Bank One Trust Co.
Attn: Mutual Funds
100 E. Broad Street
Columbus, Ohio 43215-3607

Clark & Co.                                  Treasury Only Money Market Fund         26.20%                   Record
235 W. Schrock Road
Westerville, Ohio 43081-2874

BISYS Fund Services, Inc.                    Treasury Only Money Market Fund         12.38%                   Record
FBO Bank One Corporate Sweep                 
First and Market Bldg-Suite 300
Pittsburg, PA 15222

Bank One Texas NA                            Treasury Only Money Market Fund         6.16%                    Record
1717 Main Street
Dallas, TX 75201-4605
</TABLE>

     In addition, as of May 18, 1998, 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: 


                                   25% SHAREHOLDERS

<TABLE>
<CAPTION>

NAME AND                                                                             PERCENTAGE OF            TYPE OF
ADDRESS                                      FUND/CLASS                              OWNERSHIP                OWNERSHIP
- -------                                      ----------                              ---------                ---------
<S>                                          <C>                                     <C>                      <C>
Strafe & Co.                                 Disciplined Value Fund                  55.32%                   Record
Attn: Mutual Funds 0393                      Fiduciary
100 E. Broad Street
Columbus, Ohio 43215-3607

Clark & Co.                                  Disciplined Value Fund                  32.87%                   Record
Database 2 - Attn: One Group/                Fiduciary
Cash Mgmt
235 W. Schrock Road
Westerville, Ohio 43081-2874

Dean Witter For The Benefit Of               Small Capitalization Fund               36.25%                   Record
Linda Sue Trizila &                          Class C
PO Box 250 Church Street Station
New York NY 10008-0250

Strafe & Co.                                 Small Capitalization Fund               69.82%                   Record
Attn: Mutual Funds 0393                      Fiduciary
100 E. Broad Street
Columbus, Ohio 43215-3607

Banc One Securities Corp FBO                 Growth Opportunities Fund               45.46%                   Record
The One Investment Solution                  Class C
733 Greencrest Dr
Columbus, OH 43081-4903

Strafe & Co/Cash Div Cash                    Growth Opportunities Fund               55.06%                   Record
C/O Bank One Trust Co                        Fiduciary
Attn Mutual Fund 0393
100 E Broad St
Columbus OH 43215-3607

Clark & Company                              Growth Opportunities Fund               30.48%                   Record
Database 2 - Attn One Group/Cash             Fiduciary
235 W Schrock Road
Westerville OH 43081-2874

Strafe & Co.                                 Income Bond Fund                        59.95%                   Record
Bank One Trust Co.                           Fiduciary
Attn: Mutual Funds
100 E. Broad Street
Columbus, Ohio 43215-3607

Clark & Co.                                  Income Bond Fund                        30.15%                   Record
Database 2 - Attn: One Group/                Fiduciary
Cash Mgmt
235 W. Schrock Road
Westerville, Ohio 43081-2874

Strafe & Co.                                 Louisiana Municipal Bond Fund           97.78%                   Record
Attn: Mutual Funds 0393                      Fiduciary
100 E. Broad Street
Columbus, Ohio 43215-3607

Dean Witter For The Benefit Of               International                           31.63%                   Record
John S Wagner &                              Equity Index Fund
PO Box 250 Church St Station                 Class C
New York, NY 10008-0250

Banc One Securities Corp FBO                 International                           31.26%                   Record
The One Investment Solution                  Equity Index Fund
733 Greencrest Dr                            Class C
Westerville OH 43081-4903

Strafe & Co.                                 International Equity Index Fund         57.18%                   Record
Attn: Mutual Funds 0393                      Fiduciary
100 E. Broad Street
Columbus, Ohio 43215-3607

Clark & Co.                                  International Equity Index Fund         30.90%                   Record
Database 2 - Attn: One Group/Cash Mgmt       Fiduciary
235 W. Schrock Road
Westerville, Ohio 43081-2874

BISYS Fund Services, Inc.                    U.S. Treasury Securities                41.20%                   Record
FBO Bank One Corporate Sweep                 Money Market
First and Market Bldg., Ste. 300             Class A
Pittsburgh, PA 15222

Dean Witter FBO                              U.S. Treasury Securities                29.99%                   Record
Banc One Securities                          Money Market
PO Box 250                                   Class A
Church Street Station
New York, NY 10013-0250

State Street Bank & Trust Co                 U.S. Treasury Securities                32.96%                   Record
Cust for the IRA of                          Money Market
Roland J Bourgeois                           Class B
692C W Wickenburg Way
Wickenburg AZ 85390-2268

The One Group Services Company               U.S. Treasury Securities                86.96%                   Record
C/O Fund Administration                      Money Market
3435 Stelzer Road                            Class C
Columbus, OH 43219-6004

Strafe & Co. (N)                             U.S. Treasury Securities                68.34%                   Record
Bank One Ohio Trust Co., NA                  Money Market
Department 0393 S.T.I.F.                     Fiduciary
Columbus, Ohio 43271

Dean Witter FBO                              Municipal Money Market Fund             66.74%                   Record
Banc One Securities                          Class A
PO Box 250
Church Street Station
New York, NY 10013-0250

BISYS Fund Services, Inc.                    Municipal Money Market Fund             30.86%                   Record
FBO Bank One Corporate Sweep                 Class A
First & Market Building Suite 300
Pittsburgh, PA 15222

Strafe & Co. (D)                             Municipal Money Market Fund             59.25%                   Record
Bank One Ohio Trust Co., NA                  Fiduciary
Department 0393 S.T.I.F
Columbus, Ohio 43271

Clark & Co.                                  Municipal Money Market Fund             35.91%                   Record
Database 2 - Attn: One Group/Cash Mgmt       Fiduciary
235 W. Schrock Road
Westerville, Ohio 43081-2874

Strafe & Co.                                 Government Bond Fund                    60.10%                   Record
Attn: Mutual Funds 0393                      Fiduciary
100 E. Broad Street
Columbus, Ohio 43215-3607

Clark & Co.                                  Government Bond Fund                    29.75%                   Record
Database 2 - Attn: One Group/Cash Mgmt       Fiduciary
235 W. Schrock Road
Westerville, Ohio 43081-2874

Clark & Co.                                  Asset Allocation Fund                   46.72%                   Record
Database 2-Attn: One Group/Cash              Fiduciary
235 W. Schrock Road
Westerville, Ohio 43081-2874

Strafe & Co                                  Asset Allocation Fund                   34.10%                   Record
Attn Mutual Funds 0393                       Fiduciary
100 E Broad Street
Columbus, OH 43215-3607

Strafe & Co.                                 Treasury Only Money Market Fund         52.71%                   Record
Bank One Trust Co.
Attn: Mutual Funds
100 E. Broad Street
Columbus, Ohio 43215-3607

Clark & Co.                                  Treasury Only Money Market Fund         26.20%                   Record
235 W. Schrock Road
Westerville, Ohio 43081-2874
</TABLE>

                                          91
<PAGE>

                   INTERESTS OF CERTAIN PERSONS IN THE TRANSACTION

     Banc One Investment Advisors may be deemed to have an interest in the
reorganization because it provides investment advisory services to the One Group
Funds and the Marquis Funds pursuant to an advisory agreement with The One Group
and Marquis Funds.  Future growth of assets of The One Group can be expected to
increase the total amount of fees payable to Banc One Investment Advisors and to
reduce the amount of fees required to be waived to maintain total fees of the
Funds at agreed upon levels. 

                                 FINANCIAL STATEMENTS

     The audited financial statements of the Marquis Funds as of September 30,
1997, have been incorporated by reference into this Prospectus/Proxy Statement
in reliance on the reports of Arthur Andersen LLP, independent accountants,
given on the authority of such firm as an expert in accounting and auditing.
Unaudited financial statements for the Marquis Funds for the period ended March
31, 1998, are contained in the Marquis Funds Semi-Annual Report filed with the
Securities and Exchange Commission and incorporated by reference into the
Statement of Additional Information relating to this Prospectus/Proxy Statement.

The audited financial statements of the One Group Funds as of June 30, 1997,
have been incorporated by reference into this Prospectus/Proxy Statement in
reliance on the reports of Coopers & Lybrand, L.L.P., independent accountants,
given on authority of such firm as an expert in accounting and auditing. 
Unaudited financial statements for the period ended December 31, 1997 are
contained in The One Group Semi-Annual Reports filed with the Securities and
Exchange Commission and are incorporated by reference into the Statement of
Additional Information relating to this Prospectus/Proxy Statement.

Unaudited pro forma combined financial statements of the Marquis Funds and the
One Group Funds for the twelve month period ending December 31, 1997 are
included in the Statement of Additional Information.  Because the Agreement and
Plan of Reorganization provides that the One Group Funds will be the surviving
funds following the reorganization and because the One Group Funds' investment
objectives and policies will remain unchanged, the pro forma combined financial
statements reflect the transfer of the assets and liabilities of each Marquis
Fund to the corresponding One Group Fund as contemplated by the Agreement and
Plan of Reorganization. 

THE BOARD OF TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMEND
APPROVAL OF THE AGREEMENT AND PLAN OF REORGANIZATION. 


                                          92
<PAGE>

            INFORMATION FILED WITH THE SECURITIES AND EXCHANGE COMMISSION

     This Combined Prospectus/Proxy Statement and the related Statement of
Additional Information do not contain all of the information set forth in the
registration statements and the exhibits relating thereto which The One Group
has filed with the Securities and Exchange Commission ("SEC") under the
Securities Act of 1933 and the Investment Company Act of 1940, to which
reference is hereby made. The file number for The One Group Prospectuses and the
related Statement of Additional Information which are incorporated herein by
reference is Registration No. 2-95973. The file number for the Marquis Funds
Prospectus and the related Statement of Additional Information which are
incorporated herein by reference is Registration No. 33-31334. 

The One Group and Marquis Funds are subject to the informational requirements of
the Securities Exchange Act of 1934 and in accordance therewith file reports and
other information with the SEC. Proxy material, reports, proxy and information
statements, registration statements and other information filed by The One Group
and Marquis Funds can be inspected and copied at the SEC's public reference
facilities located at 450 Fifth Street, N.W. Washington, D.C. 20549. Copies of
such filings may be available at the following SEC regional offices: 90
Devonshire Street, Suite 700, Boston, MA 02109; 500 West Madison Street, Suite
1400, Chicago, IL 60611; and 601 Walnut Street, Suite 1005E, Philadelphia, PA
19106. Copies of such materials can also be obtained by mail from the Public
Reference Branch, Office of Consumer Affairs and Informational Services, SEC,
Washington, D.C. 20549 at prescribed rates.


                                          93
<PAGE>



                                      EXHIBIT A

                         AGREEMENT AND PLAN OF REORGANIZATION


                                          94

<PAGE>

                         AGREEMENT AND PLAN OF REORGANIZATION

     This Agreement and Plan of Reorganization (the "Agreement") is made as of
May __, 1998 by and between The One Group-Registered Trademark-, a Massachusetts
business trust, ("One Group") and Marquis Funds, a Massachusetts business trust
("Marquis").  The capitalized terms used herein shall have the meaning ascribed
to them in this Agreement.

I.   PLAN OF REORGANIZATION

     (a)  Marquis will sell, assign, convey, transfer and deliver to One Group,
and One Group will acquire, on the Exchange Date all of the properties and
assets existing at the Valuation Time in Marquis' Institutional Money Market
Fund ("Marquis Institutional"), Marquis' Treasury Securities Money Market Fund
("Marquis Treasury Securities"), Marquis' Tax-Exempt Money Market Fund ("Marquis
Tax-Exempt"), Marquis' Government Securities Fund ("Marquis Government"),
Marquis' Strategic Income Bond Fund ("Marquis Strategic Income"), Marquis'
Louisiana Tax-Free Income Fund  ("Marquis Louisiana"), Marquis' Balanced Fund
("Marquis Balanced"), Marquis' Value Equity Fund ("Marquis Value"), Marquis'
Growth Equity Fund ("Marquis Growth"), Marquis' Small Cap Equity Fund ("Marquis
Small Cap"), and Marquis' International Equity Fund ("Marquis International"),
(Marquis Institutional, Marquis Treasury Securities, Marquis Tax-Exempt, Marquis
Government, Marquis Strategic Income, Marquis Louisiana, Marquis Balanced,
Marquis Value, Marquis Growth, Marquis Small Cap and Marquis International, each
is a "Marquis Fund" and are collectively the "Marquis Funds"), such acquisition
to be made by The One Group Treasury Only Money Market Fund ("One Group Treasury
Only"), The One Group U.S. Treasury Securities Money Market Fund ("One Group
Treasury Securities"), The One Group Municipal Money Market Fund ("One Group
Municipal"), One Group Government Bond Fund ("One Group


                                          95
<PAGE>

Government"), The One Group Income Bond Fund ("One Group Income"), The One Group
Louisiana Municipal Bond Fund ("One Group Louisiana"), The One Group Asset
Allocation Fund ("One Group Asset Allocation"), The One Group Disciplined Value
Fund ("One Group Value"), The One Group Growth Opportunities Fund ("One Group
Growth"), The One Group Small Capitalization Fund ("One Group Small
Capitalization"), and The One Group International Equity Index Fund ("One Group
International Index")  (One Group Treasury Only, One Group Treasury Securities,
One Group Municipal, One Group Government, One Group Income, One Group
Louisiana, One Group Asset Allocation, One Group Value, One Group Growth, One
Group Small Capitalization and One Group International Index, each is a "One
Group Fund" and are collectively the "One Group Funds"), respectively, of One
Group.  For purposes of this Agreement the respective Marquis Funds correspond
to the One Group Funds as follows: Marquis Institutional corresponds to One
Group Treasury Only; Marquis Treasury Securities corresponds to One Group
Treasury Securities; Marquis Tax-Exempt corresponds to One Group Municipal;
Marquis Government corresponds to One Group Government; Marquis Strategic Income
corresponds to One Group Income; Marquis Louisiana corresponds to One Group
Louisiana; Marquis Balanced corresponds to One Group Asset Allocation; Marquis
Value corresponds to One Group Value; Marquis Growth corresponds to One Group
Growth; Marquis Small Cap corresponds to One Group Small Capitalization; and
Marquis International corresponds to One Group International Index.  In
consideration therefor, each One Group Fund shall, on the Exchange Date, assume
all of the liabilities of the corresponding Marquis Fund in exchange for a
number of full and fractional One Group Class A, Fiduciary Class or Class B
shares of the corresponding One Group Fund (collectively, "Shares") having an
aggregate net asset value equal to the value of all of the assets of


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<PAGE>

each Marquis Fund transferred to the corresponding One Group Fund on such date
less the value of all of the liabilities of each Marquis Fund assumed by the
corresponding One Group Fund on that date.  It is intended that each
reorganization described in this Agreement shall be a tax-free reorganization
under the Internal Revenue Code of 1986, as amended (the "Code").

     (b)  Upon consummation of the transactions described in paragraph (a) of
this Agreement, each Marquis Fund shall distribute in complete liquidation to
its respective shareholders of record as of the Exchange Date the Shares
received by it, each shareholder being entitled to receive that number of Shares
equal to the proportion which the number of shares of beneficial interest of the
applicable class of the Marquis Fund held by such shareholder bears to the
number of such shares of such class of the Marquis Fund outstanding on such
date.  If the Marquis shareholder of record is a financial organization
authorized to act in a fiduciary, advisory, custodial or similar capacity, or
holds Trust Class shares, that shareholder will receive One Group Fiduciary
Class Shares.  All other Marquis Class A, Retail Class and Cash Sweep Class
shareholders will receive One Group Class A Shares.  Shareholders of record
holding Marquis Class B Shares will receive One Group Class B shares. 

II.  AGREEMENT

     One Group and Marquis represent, warrant and agree as follows:

     1.   REPRESENTATIONS AND WARRANTIES OF MARQUIS.  Marquis and each Marquis
Fund jointly and severally represent and warrant to and agree with One Group and
each One Group Fund that:

     (a)  Marquis is a business trust duly established and validly existing
under the laws of the Commonwealth of Massachusetts and has power to own all of
its properties and assets and to carry out its obligations under this Agreement.
Marquis and each Marquis Fund is not required to qualify


                                          97
<PAGE>

as a foreign association in any jurisdiction.  Marquis and each Marquis Fund has
all necessary federal, state and local authorizations to carry on its business
as now being conducted and to fulfill the terms of this Agreement, except as set
forth in Section 1(l).

     (b)  Marquis is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end management investment company, and such
registration has not been revoked or rescinded and is in full force and effect. 
Each Marquis Fund has elected to qualify and has qualified as a regulated
investment company under Part 1 of Subchapter M of the Code, as of and since its
first taxable year, and qualifies and intends to continue to qualify as a
regulated investment company for its taxable year ending upon its liquidation. 
Each Marquis Fund has been a regulated investment company under such sections of
the Code at all times since its inception.

     (c)  The statements of assets and liabilities, statements of operations,
statements of changes in net assets and schedules of portfolio investments
(indicating their market values) for each Marquis Fund at and for the year ended
September 30, 1997, such statements and schedules having been audited by Arthur
Anderson, LLP, independent accountants to Marquis,  have been furnished to One
Group.  Unaudited statements of net assets, statement of operations, statement
of changes in net assets, and schedules of portfolio investments for the period
ended March 31, 1998 also have been provided to One Group.

     (d)  The prospectuses of each Marquis Fund dated February 1, 1998
(collectively, the "Marquis Prospectuses") and the Statement of Additional
Information for the Marquis Funds dated February 1, 1998 and on file with the
Securities and Exchange Commission (the "Commission"), which have been
previously furnished to One Group, did not as of their dates and do not as of
the


                                          98
<PAGE>

date hereof contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading.

     (e)  There are no material legal, administrative or other proceedings
pending or, to the knowledge of Marquis or any Marquis Fund, threatened against
Marquis or any Marquis Fund which assert liability on the part of Marquis or any
Marquis Fund.

     (f)  There are no material contracts outstanding to which Marquis or any
Marquis Fund is a party, other than as disclosed in the Marquis Prospectuses and
the corresponding Statement of Additional Information, or in the Registration
Statement and the Proxy Statement as defined herein.

     (g)  Neither Marquis nor any Marquis Fund has any known liabilities of a
material nature, contingent or otherwise, other than those shown as belonging to
it on its statement of assets and liabilities as of March 31, 1998, and those
incurred in the ordinary course of Marquis's business as an investment company
since that date.  Prior to the Exchange Date, Marquis will advise One Group of
all known material liabilities, contingent or otherwise, incurred by it and each
Marquis Fund subsequent to March 31, 1998, whether or not incurred in the
ordinary course of business.

     (h)  As used in this Agreement, the term "Investments" shall mean each
Marquis Fund's investments shown on the schedule of its portfolio investments as
of September 30, 1997 and March 31, 1998, referred to in Section 1(c) hereof, as
supplemented with such changes as Marquis or each Marquis Fund shall make after
March 31, 1998, which changes have been disclosed to One Group, and changes made
on and after the date of this Agreement after advising One Group of such
proposed changes, and changes resulting from stock dividends, stock split-ups,
mergers and similar corporate actions.


                                          99
<PAGE>

     (i)  Each Marquis Fund has filed or will file all federal and state tax
returns which, to the knowledge of Marquis's officers, are required to be filed
by each Marquis Fund and has paid or will pay all federal and state taxes shown
to be due on said returns or on any assessments received by each Marquis Fund. 
All tax liabilities of each Marquis Fund have been adequately provided for on
its books, and no tax deficiency or liability of any Marquis Fund has been
asserted, and no question with respect thereto has been raised, by the Internal
Revenue Service or by any state or local tax authority for taxes in excess of
those already paid.

     (j)  As of both the Valuation Time and the Exchange Date and except for
shareholder approval as described in Section 8(a) and otherwise as described in
Section 1(1), Marquis on behalf of each Marquis Fund will have full right, power
and authority to sell, assign, transfer and deliver the Investments and any
other assets and liabilities of each Marquis Fund to be transferred to the
corresponding One Group Fund pursuant to this Agreement.  At the Exchange Date,
subject only to the delivery of the Investments and any such other assets and
liabilities as contemplated by this Agreement, One Group will, on behalf of each
One Group Fund, acquire the Investments and any such other assets subject to no
encumbrances, liens or security interests in favor of any third party creditor
of Marquis or a Marquis Fund and, except as described in Section 1(k), without
any restrictions upon the transfer thereof.

     (k)  No registration under the Securities Act of 1933, as amended (the
"1933 Act"), of any of the Investments would be required if they were, as of the
time of such transfer, the subject of a public distribution by either of Marquis
or One Group, except as previously disclosed to One Group by Marquis in writing.


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<PAGE>

     (l)  No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by Marquis or any
Marquis Fund of the transactions contemplated by this Agreement, except such as
may be required under the 1933 Act, the Securities Exchange Act of 1934, as
amended (the "1934 Act"), the 1940 Act, state securities or blue sky laws (which
term as used herein shall include the laws of the District of Columbia and of
Puerto Rico) or the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the
"H-S-R Act").

     (m)  The registration statement (the "Registration Statement") filed with
the  Commission  by One Group on Form N-14 relating to the Shares issuable
hereunder, and the proxy statement of Marquis included therein (the "Proxy
Statement"), on the effective date of the Registration Statement and insofar as
they relate to Marquis and the Marquis Funds, (i) will comply in all material
respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and
the rules and regulations thereunder and (ii) will not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading; and
at the time of the shareholders' meeting referred to in Section 8(a) below and
on the Exchange Date, the prospectus contained in the Registration Statement of
which the Proxy Statement is a part (the "Prospectus"), as amended or
supplemented by any amendments or supplements filed with the Commission by One
Group, insofar as it relates to Marquis and the Marquis Funds, will not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; provided, however, that the representations and warranties in this
subsection shall apply only to statements of fact relating to Marquis and any
Marquis Fund contained in the Registration Statement, the Prospectus or the
Proxy Statement, or omissions to state in any thereof a material fact relating
to Marquis or any Marquis


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<PAGE>

Fund, as such Registration Statement, Prospectus and Proxy Statement shall be
furnished to Marquis in definitive form as soon as practicable following
effectiveness of the Registration  Statement and before any public distribution
of the Prospectus or Proxy Statement.

     (n)  All of the issued and outstanding shares of beneficial interest of
each Marquis Fund have been offered for sale and sold in conformity with all
applicable federal and state securities laws.

     (o)  Each of the Marquis Funds is qualified, and will at all times through
the Exchange Date qualify for taxation as a "regulated investment company" under
Sections 851 and 852 of the Code.

     (p)  At the Exchange Date, each of the Marquis Funds, as One Group may
reasonably direct via written instructions, will have sold such of its assets,
if any, as necessary to assure that, after giving effect to the acquisition of
the assets pursuant to this Agreement, each of the One Group Funds (other than
One Group Louisiana) will remain a "diversified company" within the meaning of
Section 5(b) (l) of the 1940 Act and in compliance with such other mandatory
investment restrictions as are set forth in the One Group Prospectuses
previously furnished to Marquis.

     2.   REPRESENTATIONS AND WARRANTIES OF ONE GROUP.  One Group and each One
Group Fund jointly and severally represent and warrant to and agree with Marquis
and each Marquis Fund that:

     (a)  One Group is a business trust duly established and validly existing
under the laws of The Commonwealth of Massachusetts and has power to carry on
its business as it is now being conducted and to carry out this Agreement.  One
Group and each One Group Fund is not required to qualify as a foreign
association in any jurisdiction.  One Group and each One Group Fund has all
necessary federal, state and local authorizations to own all of its properties
and assets and to carry on its


                                         102
<PAGE>

business as now being conducted and to fulfill the terms of this Agreement,
except as set forth in Section 2(i).

     (b)  One Group is registered under the 1940 Act as an open-end management
investment company, and such registration has not been revoked or rescinded and
is in full force and effect.  Each One Group Fund has elected to qualify and has
qualified as a regulated investment company under Part 1 of Subchapter M of the
Code, as of and since its first taxable year, and qualifies and intends to
continue to qualify as a regulated investment company for its taxable year
ending June 30, 1998.  Each One Group Fund has been a regulated investment
company under such sections of the Code at all times since its inception. 

     (c)  The statements of assets and liabilities, statements of operations,
statements of changes in net assets and schedules of portfolio investments
(indicating their market values) for each One Group Fund for the year ended June
30, 1997, such statements and schedules having been audited by Coopers &
Lybrand, independent accountants to One Group, have been furnished to Marquis. 
Unaudited statements of assets and liabilities, statements of  operations,
statements of changes in net assets and schedules of portfolio investments
(indicating their market values) for each One Group Fund as of December 31, 1997
have also been furnished to Marquis.   Such statements of assets and liabilities
and schedules fairly present the financial position of the One Group Funds as of
their respective dates, and said statements of operations and changes in net
assets fairly reflect the results of its operations and changes in financial
position for the periods covered thereby in conformity with generally accepted
accounting principles.

     (d)  The prospectuses of each One Group Fund dated November 1, 1997,
(collectively, the "One Group Prospectuses"), and the Statement of Additional
Information for the One Group Funds,


                                         103
<PAGE>

dated November 1, 1997, and on file with the Commission, which have been
previously furnished to Marquis, did not as of their dates and do not as of the
date hereof contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading.

     (e)  There are no material legal, administrative or other proceedings
pending or, to the knowledge of One Group or any One Group Fund, threatened
against One Group or any One Group Fund which assert liability on the part of
One Group or any One Group Fund.

     (f)  There are no material contracts outstanding to which One Group or any
One Group Fund is a party, other than as disclosed in the One Group Prospectuses
and the corresponding Statement of Additional Information or in the Registration
Statement and the Proxy Statement.

     (g)  Neither One Group nor any One Group Fund has any known liabilities of
a material nature, contingent or otherwise, other than those shown on its
statement of assets and liabilities as of December 31, 1997 referred to above
and those incurred in the ordinary course of the business of One Group as an
investment company or any One Group Fund since such date.  Prior to the Exchange
Date, One Group will advise Marquis of all known material liabilities,
contingent or otherwise, incurred by it and each One Group Fund subsequent to
December 31, 1997, whether or not incurred in the ordinary course of business.

     (h)  Each One Group Fund has filed or will file all federal and state tax
returns which, to the knowledge of One Group's officers, are required to be
filed by each One Group Fund and has paid or will pay all federal and state
taxes shown to be due on said returns or on any assessments received by each One
Group Fund.  All tax liabilities of each One Group Fund have been adequately
provided for on its books, and no tax deficiency or liability of any One Group
Fund has been asserted, and no


                                         104
<PAGE>

question with respect thereto has been raised, by the Internal Revenue Service
or by any state or local tax authority for taxes in excess of those already
paid.

     (i)  No consent, approval, authorization or order of any governmental
authority is required for the consummation by One Group or any One Group Fund of
the transactions contemplated by this Agreement, except such as may be required
under the 1933 Act, the 1934 Act, the 1940 Act, state securities or Blue Sky
laws or the H-S-R Act.

     (j)  As of both the Valuation Time and the Exchange Date and otherwise as
described in Section 2 (i), One Group on behalf of each One Group Fund will have
full right, power and authority to purchase the Investments and any other assets
and assume the liabilities of each  Marquis Fund to be transferred to the
corresponding One Group Fund pursuant to this Agreement.

     (k)  The Registration Statement, the Prospectus and the Proxy Statement, on
the effective date of the Registration Statement and insofar as they relate to
One Group and the One Group Funds: (i) will comply in all material respects with
the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and
regulations thereunder and (ii) will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and at the time of the
shareholders' meeting referred to in Section 8(a) and at the Exchange Date, the
Prospectus, as amended or supplemented by any amendments or supplements filed
with the Commission by One Group or any One Group Fund, will not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading;
provided, however, that none of the representations and warranties in this
subsection shall apply to statements in or omissions from the Registration
Statement, the Prospectus or the Proxy Statement made in reliance upon and in


                                         105
<PAGE>

conformity with information furnished by Marquis or any Marquis Fund for use in
the Registration Statement, the Prospectus or the Proxy Statement.

     (l)  Shares to be issued to each Marquis Fund have been duly authorized
and, when issued and delivered pursuant to this Agreement and the Prospectus,
will be legally and validly issued and will be fully paid and nonassessable by
One Group and no shareholder of One Group will have any preemptive right of
subscription or purchase in respect thereof.

     (m)  The issuance of Shares pursuant to this Agreement will be in
compliance with all applicable federal and state securities laws.

     (n)  Each One Group Fund is qualified and will at all times through the
Exchange Date qualify for taxation as a "regulated investment company" under
Sections 851 and 852 of the Code.

     3.   REORGANIZATION.  (a) Subject to the requisite shareholder approval as
described in Section 8(a) and to the other terms and conditions contained herein
(including each Marquis Fund's obligation to distribute to its respective
shareholders all of its investment company taxable income and net capital gain
as described in Section 9(k) hereof ), Marquis and each Marquis Fund agree to
sell, assign, convey, transfer and deliver to the corresponding One Group Fund,
and One Group and each One Group Fund agree to acquire from the corresponding
Marquis Fund, on the Exchange Date all of the Investments and all of the cash
and other assets of each Marquis Fund in exchange for that number of Shares of
the corresponding One Group Fund provided for in Section 4 and the assumption by
the corresponding One Group Fund of all the liabilities of the Marquis Fund. 
Pursuant to this Agreement, each Marquis Fund will, as soon as practicable after
the Exchange Date, distribute in liquidation all of the Shares received by it to
its shareholders in exchange for their shares of beneficial interest of such
Marquis Fund.


                                         106
<PAGE>

     (b)  Marquis, on behalf of each Marquis Fund, will pay or cause to be paid
to the corresponding One Group Fund any interest and cash dividends received by
it on or after the Exchange Date with respect to the Investments transferred to
the One Group Funds hereunder.  Marquis, on behalf of each Marquis Fund, will
transfer to the corresponding One Group Fund any rights, stock dividends or
other securities received by Marquis or any Marquis Fund after the Exchange Date
as stock dividends or other distributions on or with respect to the Investments
transferred, which rights, stock dividends and other securities shall be deemed
included in the assets transferred to each One Group Fund at the Exchange Date
and shall not be separately valued, in which case any such distribution that
remains unpaid as of the Exchange Date shall be included in the determination of
the value of the assets of the Marquis Fund acquired by the corresponding One
Group Fund.

     4.   EXCHANGE DATE; VALUATION TIME.  On the Exchange Date, One Group will
deliver to Marquis a number of Shares having an aggregate net asset value equal
to the value of the assets of the corresponding Marquis Fund acquired by each
One Group Fund, less the value of the liabilities of such Marquis Fund assumed,
determined as hereafter provided in this Section 4.

     (a)  Subject to Section 4(d) hereof, the value of each Marquis Fund's net
assets will be computed as of the Valuation Time using the valuation procedures
for the corresponding One Group Fund as set forth in the One Group Prospectus
for the particular One Group Fund

     (b)  Subject to Section 4(d) hereof, the net asset value of a share of each
One Group Fund will be determined to the nearest full cent as of the Valuation
Time, using the valuation procedures set forth in the One Group Prospectus for
the particular One Group Fund.


                                         107
<PAGE>

     (c)  Subject to Section 4(d), the Valuation Time shall be 4:00 p.m. Eastern
Standard time on August 7, 1998 or such earlier or later day as may be mutually
agreed upon in writing by the parties hereto (the "Valuation Time").

     (d)  No formula will be used to adjust the net asset value of any Marquis
Fund or One Group Fund to take into account differences in realized and
unrealized gains and losses.

     (e)  Each One Group Fund shall issue its Shares to the corresponding
Marquis Fund on one share deposit receipt registered in the name of the
corresponding Marquis Fund.  Each Marquis Fund shall distribute in liquidation
the Shares received by it hereunder pro rata to its shareholders of each class
of shares by redelivering such share deposit receipt to One Group's transfer
agent which will as soon as practicable set up open accounts for each Marquis
Fund shareholder in accordance with written instructions furnished by Marquis.

     (f)  Each One Group Fund shall assume all liabilities of the corresponding
Marquis Fund, whether accrued or contingent, in connection with the acquisition
of assets and subsequent dissolution of the corresponding Marquis Fund or
otherwise, except that recourse for assumed liabilities relating to a particular
Marquis Fund will be limited to the corresponding One Group Fund.

     5.   EXPENSES, FEES, ETC.  (a) Subject to subsections 5(b) through 5(e),
all fees and expenses, including accounting expenses, portfolio transfer 
taxes (if any) or other similar expenses incurred in connection with the 
consummation by One Group and Marquis of the transactions contemplated by 
this Agreement will be paid by the party directly incurring such fees and 
expenses, except that the costs of proxy materials and proxy solicitation, 
including the costs of drafting, filing, printing and mailing the proxy, the 
retention of proxy solicitors, and legal and tax opinions, will be borne by 
Banc One Investment Advisors Corporation; PROVIDED,  HOWEVER, that such 
expenses will in any event be paid by the party directly 


                                         108
<PAGE>

incurring such expenses if and to the extent that the payment by the other 
party of such expenses would result in the disqualification of any One Group 
Fund or any Marquis Fund, as the case may be, as a "regulated investment 
company" within the meaning of Section 851 of the Code.

     (b)  In the event the transactions contemplated by this Agreement are not
consummated by reason of Marquis being either unwilling or unable to go forward
(other than by reason of the nonfulfillment or failure of any condition to
Marquis's obligations referred to in Section 8(a) or Section 10) Marquis shall
pay directly all reasonable fees and expenses incurred by One Group in
connection with such transactions, including, without limitation, legal,
accounting and filing fees.

     (c)  In the event the transactions contemplated by this Agreement are not
consummated by reason of One Group being either unwilling or unable to go
forward (other than by reason of the nonfulfillment or failure of any condition
to One Group's obligations referred to in Section 8(a) or Section 9), One Group
shall pay directly all reasonable fees and expenses incurred by Marquis in
connection with such transactions, including without limitation legal,
accounting and filing fees.

     (d)  In the event the transactions contemplated by this Agreement are not
consummated for any reason other than (i) One Group or Marquis being either
unwilling or unable to go forward or (ii) the nonfulfillment or failure of any
condition to Marquis or One Group's obligations referred to in Section 8(a),
Section 9 or Section 10 of this Agreement, then each of Marquis and One Group
shall bear the expenses it has actually incurred in connection with such
transactions.

     (e)  Notwithstanding any other provisions of this Agreement, if for any
reason the transactions contemplated by this Agreement are not consummated, no
party shall be liable to the other party for any damages resulting therefrom,
including without limitation consequential damages, except as specifically set
forth above.


                                         109
<PAGE>

     6.   PERMITTED ASSETS.  One Group agrees to advise Marquis promptly if at
any time prior to the Exchange Date the assets of any Marquis Fund include any
assets that the corresponding One Group Fund is not permitted, or reasonably
believes to be unsuitable for it, to acquire, including without limitation any
security that, prior to its acquisition by any Marquis Fund, One Group has
informed Marquis is unsuitable for the corresponding One Group Fund to acquire.

     7.   EXCHANGE DATE.  Delivery of the assets of the Marquis Funds to be
transferred, assumption of the liabilities of the Marquis Funds to be assumed,
and the delivery of Shares to be issued shall be made at the offices of Banc One
Investment Advisors Corporation  at 9:00 am. on August 10, 1998, or at such
other time and date agreed to by Marquis and One Group, the date and time upon
which such delivery is to take place being referred to herein as the "Exchange
Date."

     8.   SPECIAL MEETING OF SHAREHOLDERS; DISSOLUTION.  (a) Marquis agrees to
call a special meeting of the shareholders of each Marquis Fund as soon as is
practicable after the effective date of the Registration Statement for the
purpose of considering the sale of all of the assets of each Marquis Fund to and
the assumption of all of the liabilities of each Marquis Fund by the
corresponding One Group Fund as herein provided, adopting this Agreement, and
authorizing the liquidation and dissolution of any Marquis Fund, and, except as
set forth in Section 13, it shall be a condition to the obligations of each of
the parties hereto that the holders of the shares of beneficial interest of each
Marquis Fund, and each class of shares of each Marquis Fund if such is required
under the 1940 Act, shall have approved this Agreement and the transactions
contemplated herein in the manner required by law and Marquis's Declaration of
Trust at such a meeting on or before the Valuation Time.


                                         110
<PAGE>

     (b)  Marquis and each Marquis Fund agree that the liquidation and
dissolution of each Marquis Fund will be effected in the manner provided in
Marquis's Declaration of Trust in accordance with applicable law, and that it
will not make any distributions of any Shares to the shareholders of a Marquis
Fund without first paying or adequately providing for the payment of all of such
Marquis Fund's known debts, obligations and liabilities.

     (c)  Each of One Group and Marquis will cooperate with the other, and each
will furnish to the other the information relating to itself required by the
1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder
to be set forth in the Registration Statement, including the Prospectus and the
Proxy Statement.

     9.   CONDITIONS TO ONE GROUP'S OBLIGATIONS.  The obligations of One Group
and each One Group Fund hereunder shall be subject to the following conditions:

     (a)  That this Agreement shall have been adopted and the transactions
contemplated hereby, including the liquidation and dissolution of the Marquis
Funds, shall have been approved as set forth in Section 8(a).

     (b)  Marquis shall have furnished to One Group a statement of each Marquis
Fund's assets and liabilities, with values determined as provided in Section 4
of this Agreement, together with a list of Investments with their respective tax
costs, all as of the Valuation Time, certified on Marquis's behalf by its
President (or any Vice President) and Treasurer, and a certificate of both such
officers, dated the Exchange Date, to the effect that as of the Valuation Time
and as of the Exchange Date there has been no material adverse change in the
financial position of any Marquis Fund since March 31, 1998, other than changes
in the Investments since that date or changes in the market value


                                         111
<PAGE>

of the Investments, or changes due to net redemptions of shares of the Marquis
Funds, dividends paid or losses from operations.

     (c)  As of the Valuation Time and as of the Exchange Date, all
representations and warranties of Marquis and each Marquis Fund made in this
Agreement are true and correct in all material respects as if made at and as of
such dates, Marquis and each Marquis Fund has complied with this Agreement and
satisfied all the conditions on its part to be performed or satisfied at or
prior to each of such dates, and Marquis shall have furnished to One Group a
statement, dated the Exchange Date, signed by Marquis's President (or any Vice
President) and Treasurer certifying those facts as of such dates.

     (d)  Marquis shall have delivered to One Group a letter from SEI
Investments Company dated the Exchange Date stating that such firm prepared 
the federal and state income tax returns of each Marquis Fund for the year 
ended September 30, 1997.

     (e)  There shall not be any material litigation pending with respect to the
matters contemplated by this Agreement.

     (f)  One Group shall have received an opinion of Morgan, Lewis & Bockius
LLP, in form reasonably satisfactory to One Group and dated the Exchange Date,
to the effect that (i) Marquis is a business trust duly established and validly
existing under the laws of the Commonwealth of Massachusetts, and neither
Marquis nor any Marquis Fund is, to the knowledge of such counsel, required to
qualify to do business as a foreign association in any jurisdiction, (ii) this
Agreement has been duly authorized, executed, and delivered by Marquis and,
assuming that the Registration Statement, the Prospectus and the Proxy Statement
comply with the 1933 Act, the 1934 Act and the 1940 Act and assuming due
authorization, execution and delivery of this Agreement by One Group,


                                         112
<PAGE>

is a valid and binding obligation of Marquis subject to applicable bankruptcy,
insolvency, fraudulent conveyance and similar laws or court decisions regarding
enforcement of creditor's rights generally, (iii) Marquis and each Marquis Fund
has power to sell, assign, convey, transfer and deliver the Investments and
other assets contemplated hereby and, upon consummation of the transactions
contemplated hereby in accordance with the terms of this Agreement, Marquis and
each Marquis Fund will have duly sold, assigned, conveyed, transferred and
delivered such Investments and other assets to One Group, (iv) the execution and
delivery of this Agreement did not, and the consummation of the transactions
contemplated hereby will not, violate Marquis's Declaration of Trust, or Bylaws,
as amended, or any provision of any agreement known to such counsel to which
Marquis or any Marquis Fund is a party or by which it is bound, it being
understood that with respect to investment restrictions as contained in
Marquis's Declaration of Trust, or Bylaws, or then-current prospectus or
statement of additional information of each Marquis Fund, such counsel may rely
upon a certificate of an officer of Marquis whose responsibility it is to advise
Marquis with respect to such matters and (v) to the best of counsel's knowledge
after reasonable inquiry, no consent, approval, authorization or order of any
court or governmental authority is required for the consummation by Marquis or
any Marquis Fund of the transactions contemplated herein, except (a) such as
have been obtained under the 1933 Act, the 1934 Act and the 1940 Act and such as
may be required under state securities or blue sky laws and the H-S-R Act, and
it being understood that such opinion shall not be deemed to apply to One
Group's compliance obligations under the 1933 Act, 1934 Act, 1940 Act, state
securities or blue sky laws and H-S-R Act, and (b) where the failure to obtain
any such consent, approval, authorization or order would not have a material
adverse effect.  For purposes of analysis regarding the 1940 Act, Morgan, Lewis
& Bockius LLP may assume as fact that the Marquis Funds


                                         113
<PAGE>

and the One Group Funds may be considered affiliated persons or affiliated
persons of an affiliated person solely by reason of having a common investment
adviser.

     (g)  One Group shall have received an opinion of Ropes & Gray, counsel to
One Group addressed to The One Group and each One Group Fund, in form reasonably
satisfactory to One Group and dated the Exchange Date, to the effect that for
Federal income tax purposes (i) no gain or loss will be recognized by any
Marquis Fund upon the transfer of the assets to the corresponding One Group Fund
in exchange for Shares and the assumption by such One Group Fund of the
liabilities of the Marquis Fund or upon the distribution of Shares by the
Marquis Fund to its shareholders in liquidation; (ii) no gain or loss will be
recognized by the shareholders of any Marquis Fund upon the exchange of their
shares for Shares; (iii) the basis of the Shares a Marquis shareholder receives
in connection with the transaction will be the same as the basis of his or her
Marquis Fund shares exchanged therefor; (iv) a Marquis shareholder's holding
period for his or her Shares will be determined by including the period for
which he or she held the Marquis Fund shares exchanged therefor, provided that
he or she held such Marquis Fund shares as capital assets; (v) no gain or loss
will be recognized by any One Group Fund upon the receipt of the assets of the
corresponding Marquis Fund in exchange for Shares and the assumption by the One
Group Fund of the liabilities of the corresponding Marquis Fund; (vi) the basis
in the hands of the One Group Fund of the assets of the corresponding Marquis
Fund transferred to the One Group Fund in the transaction will be the same as
the basis of the assets in the hands of the corresponding Marquis Fund
immediately prior to the transfer; and (vii) the holding periods of the assets
of the corresponding Marquis Fund in the hands of the One Group Fund will
include the periods for which such assets were held by the corresponding Marquis
Fund.


                                         114

<PAGE>

     (h)  The assets of each Marquis Fund to be acquired by the corresponding
One Group Fund will include no assets which the corresponding One Group Fund, by
reason of limitations contained in its Declaration of Trust or of investment
restrictions disclosed in the One Group Prospectuses in effect on the Exchange
Date, may not properly acquire. 

     (i)  The Registration Statement shall have become effective under the 1933
Act and applicable blue sky provisions, and no stop order suspending such
effectiveness shall have been instituted or, to the knowledge of One Group
contemplated by the Commission and or any state regulatory authority.

     (j)  All proceedings taken by Marquis in connection with the transactions
contemplated by this Agreement and all documents incidental thereto reasonably
shall be satisfactory in form and substance to One Group and Ropes & Gray.

     (k)  Prior to the Exchange Date, each Marquis Fund shall have declared a
dividend or dividends which, together with all previous such dividends, shall
have the effect of distributing to its shareholders all of its investment
company taxable income for its taxable year ended September 30, 1997 and the
short taxable year beginning on October 1, 1997 and ending on the Exchange Date
(computed without regard to any deduction for dividends paid), and all of its
net capital gain realized in its taxable year ended September 30, 1997 and the
short taxable year beginning on October 1, 1997 and ending on the Exchange Date
(after reduction for any capital loss carryover).

     (l)  Marquis shall have furnished to One Group a certificate, signed by the
President (or any Vice President) and the Treasurer of Marquis, as to the tax
cost to One Group of the securities delivered to One Group pursuant to this
Agreement, together with any such other evidence as to such tax cost as One
Group may reasonably request.


                                         115

<PAGE>

     (m)  Marquis's custodian shall have delivered to One Group a certificate
identifying all of the assets of each Marquis Fund held by such custodian as of
the Valuation Time.

     (n)  Marquis's transfer agent shall have provided to One Group (i) the
originals or true copies of all of the records of each Marquis Fund in the
possession of such transfer agent as of the Exchange Date, (ii) a certificate
setting forth the number of shares of each class of Marquis Fund outstanding as
of the Valuation Time and (iii) the name and address of each holder of record of
any such shares of each Marquis Fund and the number of shares of each class held
of record by each such shareholder.

     (o)  All of the issued and outstanding shares of beneficial interest of
each Marquis Fund shall have been offered for sale and sold in conformity with
all applicable federal or state securities or blue sky laws and, to the extent
that any audit of the records of Marquis or any Marquis Fund or its transfer
agent by One Group or its agents shall have revealed otherwise, either (i)
Marquis and each Marquis Fund shall have taken all actions that in the
reasonable opinion of One Group or Ropes & Gray are necessary to remedy any
prior failure on the part of Marquis to have offered for sale and sold such
shares in conformity with such laws or (ii) Marquis shall have furnished (or
caused to be furnished) surety, or deposited (or caused to be deposited) assets
in escrow, for the benefit of One Group in amounts sufficient and upon terms
satisfactory, in the opinion of One Group or its counsel, to indemnify One Group
against any expense, loss, claim, damage or liability whatsoever that may be
asserted or threatened by reason of such failure on the part of Marquis to have
offered and sold such shares in conformity with such laws.

     (p)  Marquis shall have duly executed and delivered to One Group bills of
sale, assignments, certificates and other instruments of transfer ("Transfer
Documents") as One Group may deem 


                                         116

<PAGE>

necessary or desirable to transfer all of Marquis's and each Marquis Fund's
entire right, title and interest in and to the Investments and all other assets
of each Marquis Fund.

     10.  CONDITIONS TO MARQUIS'S OBLIGATIONS.  The obligations of Marquis and
each Marquis Fund hereunder shall be subject to the following conditions:

     (a)  This Agreement shall have been adopted and the transactions
contemplated hereby, including the liquidation and dissolution of the Marquis
Funds, shall have been approved as described in Section 8(a). 

     (b)  One Group shall have furnished to Marquis a Statement of each One
Group Fund's net assets, together with a list of portfolio holdings with values
determined as provided in Section 4, all as of the Valuation Time, certified on
One Group's behalf by its President (or any Vice President) and Treasurer (or
any Assistant Treasurer), and a certificate of both such officers, dated the
Exchange Date, to the effect that as of the Valuation Time and as of the
Exchange Date there has been no material adverse change in the financial
position of any One Group Fund since December 31, 1997, other than changes in
its portfolio securities since that date, changes in the market value of its
portfolio securities, changes due to net redemptions, dividends paid or losses
from operations.

     (c)  One Group shall have executed and delivered to Marquis an Assumption
of Liabilities Certificate and other instruments as Marquis may deem necessary
and desirable dated as of the Exchange Date pursuant to which each One Group
Fund will assume all of the liabilities of the corresponding Marquis Fund
existing at the Valuation Time in connection with the transactions contemplated
by this Agreement.

     (d)  As of the Valuation Time and as of the Exchange Date, all
representations and warranties of One Group and each One Group Fund made in this
Agreement are true and correct in all material 


                                         117

<PAGE>

respects as if made at and as of such dates, One Group and each One Group Fund
has complied with all of the agreements and satisfied all of the conditions on
its part to be performed or satisfied at or prior to each of such dates, and One
Group shall have furnished to Marquis a statement, dated the Exchange Date,
signed by One Group's President (or any Vice President) and Treasurer certifying
those facts as of such dates.

     (e)  There shall not be any material litigation pending with respect to the
matters contemplated by this Agreement.

     (f)  Marquis shall have received an opinion of Ropes & Gray, in form
reasonably satisfactory to Marquis and dated the Exchange Date, to the effect
that (i) One Group is a business trust and validly existing in conformity with
the laws of The Commonwealth of Massachusetts, and, (to the knowledge of such
counsel), neither One Group nor any One Group Fund is required to qualify to do
business as a foreign association in any jurisdiction, (ii) the Shares to be
delivered to Marquis as provided for by this Agreement are duly authorized and
upon such delivery will be validly issued and will be fully paid and
nonassessable by One Group and no shareholder of One Group has any preemptive
right to subscription or purchase in respect thereof, (iii) this Agreement has
been duly authorized, executed and delivered by One Group and, assuming that the
Prospectus, the Registration Statement and the Proxy Statement comply with the
1933 Act, the 1934 Act and the 1940 Act and assuming due authorization,
execution and delivery of this Agreement by Marquis, is a valid and binding
obligation of One Group, subject to applicable bankruptcy, insolvency,
fraudulant conveyance and similar laws or court decisions regarding the
enforcement of credit rights generally, (iv) One Group and each One Group Fund
has the power to acquire and assume all of the liabilities of Marquis and the
Marquis Funds and, upon consumation of the transactions contemplated hereby 


                                         118

<PAGE>

in accordance with the terms of this Agreement, One Group and each respective
One Group Fund shall have duly aquired and assumed such liabilities, and (v) the
execution and delivery of this Agreement did not, and the consummation of the
transactions contemplated hereby will not, violate One Group's Declaration of
Trust, as amended, or Code of Regulations, or any provision of any agreement
known to such counsel to which One Group or any One Group Fund is a party or by
which it is bound, it being understood that with respect to investment
restrictions as contained in One Group's Declaration of Trust, as amended, Code
of Regulations or then-current prospectus or statement of additional information
of each One Group Fund, such counsel may rely upon a certificate of an officer
of One Group whose responsibility it is to advise One Group with respect to such
matters, (vi) no consent, approval, authorization or order of any court or
governmental authority is required for the consummation by One Group or any One
Group Fund of the transactions contemplated herein, except such as have been
obtained under the 1933 Act, the 1934 Act and the 1940 Act and such as may be
required under state securities or blue sky laws and the H-S-R Act and it being
understood that such opinion shall not be deemed to apply to Marquis's
compliance obligations under the 1933 Act, 1934 Act, 1940 Act, state securities
or blue sky laws and the H-S-R Act; and (vii) the Registration Statement has
become effective under the 1933 Act, and to the best of the knowledge of such
counsel, no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have been
instituted or are pending or contemplated under the 1933 Act.

     (g)  Marquis shall have received an opinion of Ropes & Gray addressed to
Marquis, and each Marquis Fund, and in a form reasonably satisfactory to Marquis
and dated the Exchange Date, with respect to the matters specified in Section
9(g) of this Agreement.


                                         119

<PAGE>

     (h)  All proceedings taken by One Group in connection with the transactions
contemplated by this Agreement and all documents incidental thereto reasonably
shall be satisfactory in form and substance to Marquis and Morgan, Lewis &
Bockius LLP.

     (i)  The Registration Statement shall have become effective under the 1933
Act and applicable blue sky provisions, and no stop order suspending such
effectiveness shall have been instituted or, to the knowledge of Marquis,
contemplated by the Commission or any state regulatory authority.

     11.  INDEMNIFICATION.  (a) The Marquis Funds will indemnify and hold
harmless One Group, its trustees and its officers (for purposes of this
subsection, the "Indemnified Parties") against any and all expenses, losses,
claims, damages and liabilities at any time imposed upon or reasonably incurred
by any one or more of the Indemnified Parties in connection with, arising out
of, or resulting from any claim, action, suit or proceeding in which any one or
more of the Indemnified Parties may be involved or with which any one or more of
the Indemnified Parties may be threatened by reason of any untrue statement or
alleged untrue statement of a material fact relating to Marquis or any Marquis
Fund contained in the Registration Statement, the Prospectus or the Proxy
Statement or any amendment or supplement to any of the foregoing, or arising out
of or based upon the omission or alleged omission to state in any of the
foregoing a material fact relating to Marquis or any Marquis Fund required to be
stated therein or necessary to make the statements relating to Marquis or any
Marquis Fund therein not misleading, including, without limitation, any amounts
paid by any one or more of the Indemnified Parties in a reasonable compromise or
settlement of any such claim, action, suit or proceeding or threatened claim,
action, suit or proceeding made with the prior consent of Marquis.  The
Indemnified Parties will notify Marquis in writing within ten days after the
receipt 


                                         120

<PAGE>

by any one or more of the Indemnified Parties of any notice of legal process or
any suit brought against or claim made against any Indemnified Party as to any
matters covered by this Section 11(a).  Marquis shall be entitled to participate
at its own expense in the defense of any claim, action, suit or proceeding
covered by this Section 11(a), or, if it so elects, to assume at its expense by
counsel satisfactory to the Indemnified Parties the defense of any such claim,
action, suit or proceeding, and if Marquis elects to assume such defense, the
Indemnified Parties shall be entitled to participate in the defense of any such
claim, action, suit or proceeding at their expense.  The Marquis Funds'
obligation under this Section 11(a) to indemnify and hold harmless the
Indemnified Parties shall constitute a guarantee of payment so that the Marquis
Funds will pay in the first instance any expenses, losses, claims, damages and
liabilities required to be paid by it under this Section 11(a) without the
necessity of the Indemnified Parties first paying the same.

     (b)  The One Group Funds will indemnify and hold harmless Marquis, its
trustees and its officers (for purposes of this subsection, the "Indemnified
Parties") against any and all expenses, losses, claims, damages and liabilities
at any time imposed upon or reasonably incurred by any one or more of the
Indemnified Parties in connection with, arising out of, or resulting from any
claim, action, suit or proceeding in which any one or more of the Indemnified
Parties may be involved or with which any one or more of the Indemnified Parties
may be threatened by reason of any untrue statement or alleged untrue statement
of a material fact relating to One Group or any One Group Fund contained in the
Registration Statement, the Prospectus or the Proxy Statement, or any amendment
or supplement to any of the foregoing, or arising out of or based upon the
omission or alleged omission to state in any of the foregoing a material fact
relating to One Group or any One Group Fund required to be stated therein or
necessary to make the statements relating to One Group 


                                         121

<PAGE>

or any One Group Fund therein not misleading, including, without limitation, any
amounts paid by any one or more of the Indemnified Parties in a reasonable
compromise or settlement of any such claim, action, suit or proceeding, or
threatened claim, action, suit or proceeding made with the prior consent of One
Group.  The Indemnified Parties will notify One Group in writing within ten days
after the receipt by any one or more of the Indemnified Parties of any notice of
legal process or any suit brought against or claim made against any Indemnified
Party as to any matters covered by this Section 11(b).  One Group shall be
entitled to participate at its own expense in the defense of any claim, action,
suit or proceeding covered by this Section 11(b), or, if it so elects, to assume
at its expense by counsel satisfactory to the Indemnified Parties the defense of
any such claim, action, suit or proceeding, and, if One Group elects to assume
such defense, the Indemnified Parties shall be entitled to participate in the
defense of any such claim, action, suit or proceeding at their own expense.  The
One Group Funds' obligation under this Section 11(b) to indemnify and hold
harmless the Indemnified Parties shall constitute a guarantee of payment so that
the One Group Funds will pay in the first instance any expenses, losses, claims,
damages and liabilities required to be paid by it under this Section 11(b)
without the necessity of the Indemnified Parties first paying the same.

     12.  NO BROKER, ETC.  Each of One Group and Marquis represents that there
is no person who has dealt with it who by reason of such dealings is entitled to
any broker's or finder's or other similar fee or commission arising out of the
transactions contemplated by this Agreement.

     13.  TERMINATION.  One Group and Marquis may, by mutual consent of their
respective trustees, terminate this Agreement, and One Group or Marquis, after
consultation with counsel and by consent of their respective trustees or an
officer authorized by such trustees, may waive any condition to their respective
obligations hereunder.  If the transactions contemplated by this 


                                         122

<PAGE>

Agreement have not been substantially completed by October 30, 1998, this
Agreement shall automatically terminate on that date unless a later date is
agreed to by One Group and Marquis.

     Notwithstanding any other provision in this Agreement, in the event
shareholder approval of this Agreement and the transactions contemplated by this
Agreement is obtained with respect to only one or more Marquis Funds but not all
of the Marquis Funds, One Group and Marquis agree to consummate those
transactions with respect to those Marquis Funds whose shareholders have
approved this Agreement and those transactions.

     In the event that shareholder approval of this Agreement and the
transactions contemplated by this Agreement is required, but is obtained with
respect to only one class of shares of a Marquis Fund, the transaction with
respect to that Marquis Fund will not be consummated unless and until
shareholder approval is obtained with respect to both classes.

     14.  RULE 145.  Pursuant to Rule 145 under the 1933 Act, One Group will, in
connection with the issuance of any Shares to any person who at the time of the
transaction contemplated hereby is deemed to be an affiliate of a party to the
transaction pursuant to Rule 145 (c), cause to be affixed upon the certificates
issued to such person (if any) a legend as follows:

     "THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
     1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT
     TO THE ONE GROUP OR ITS PRINCIPAL UNDERWRITER UNLESS (i) A
     REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED, OR (ii) IN THE OPINION OF COUNSEL
     REASONABLY 


                                         123

<PAGE>

     SATISFACTORY TO THE ONE GROUP SUCH REGISTRATION IS NOT REQUIRED."

and, further, One Group will issue stop transfer instructions to One Group's
transfer agent with respect to such shares. Marquis will provide One Group on
the Exchange Date with the name of any shareholder of the Marquis Funds who is
to the knowledge of Marquis an affiliate of Marquis on such date.

     15.  COVENANTS, ETC. DEEMED MATERIAL.  All covenants, agreements,
representations and warranties made under this Agreement and any certificates
delivered pursuant to this Agreement shall be deemed to have been material and
relied upon by each of the parties, notwithstanding any investigation made by
them or on their behalf.

     16.  SOLE AGREEMENT; AMENDMENTS.  This Agreement supersedes all previous
correspondence and oral communications between the parties regarding the subject
matter hereof, constitutes the only understanding with respect to such subject
matter, may not be changed except by a letter of agreement signed by each party
hereto, and shall be construed in accordance with and governed by the laws of
The Commonwealth of Massachusetts provided, however, that no such amendment may
have the effect of changing the provisions for determining the number or value
of shares to be paid to the Marquis Fund's shareholders under Sections I(b) and
II(4)(b) this Agreement to the material detriment of such shareholder's without
their further approval.

     17.  AGREEMENT AND DECLARATION OF TRUST.  The names "Marquis Funds" and
"Trustees of Marquis Funds" refer respectively to Marquis and the Trustees, as
trustees but not individually or personally, acting from time to time under a
Declaration of Trust, to which reference is hereby made and a copy of which is
on file at the office of the Secretary of The Commonwealth of Massachusetts 


                                         124

<PAGE>

and elsewhere as required by law, and to any and all amendments thereto so filed
or hereafter filed.  The obligations of "Marquis Funds" entered into in the name
or on behalf thereof by any of the Trustees, officers, employees or agents are
made not individually, but in such capacities, and are not binding upon any of
the Trustees, officers, employees, agents or shareholders of Marquis personally,
but bind only the assets of Marquis, and all persons dealing with any of the
series or funds of Marquis, such as Marquis Funds, must look solely to the
assets of Marquis belonging to such series or funds for the enforcement of any
claims against Marquis.

     The names "The One Group" and "Trustees of The One Group" refer
respectively to One Group and the Trustees, as trustees but not individually or
personally, acting from time to time under a Declaration of Trust dated May 23,
1985 to which reference is hereby made and a copy of which is on file at the
office of the Secretary of The Commonwealth of Massachusetts and elsewhere as
required by law, and to any and all amendments thereto so filed or hereafter
filed.  The obligations of "The One Group" entered into in the name or on behalf
thereof by any of the Trustees, representatives or agents are made not
individually, but in such capacities, and are not binding upon any of the
Trustees, Shareholders or representatives of One Group personally, but bind only
the assets of One Group, and all persons dealilng with any series or fund of One
Group, such as the One Group Funds, must look solely to the assets of One Group
belonging to such series for the enforcement of any claims against One Group.


                                         125

<PAGE>

     This Agreement may be executed in any number of counter-parts, each of
which, when executed and delivered, shall be deemed to be an original.


                                        MARQUIS FUNDS


                                        By: /s/ Mark E. Nagle
                                            ----------------------------

                                        THE ONE GROUP


                                        By: /s/ Mark S. Redman


82717


                                         126

<PAGE>

                    MARQUIS FUNDS INSTITUTIONAL MONEY MARKET FUND

                     PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS,
                                     JULY 30, 199
                                           
         THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF MARQUIS FUNDS.

The undersigned hereby appoints _____________, _________________, ______________
and _____________  each of them with full power of substitution as proxies of
the undersigned, to vote, as designated below, at the Special Meeting of
Shareholders of Marquis Funds Institutional Money Market Fund ("Marquis
Institutional") on July 30, 1998 at 10:00 am., Eastern time, and at any
adjournments thereof, all of the shares of beneficial interest in Marquis
Institutional which the undersigned would be entitled to vote upon the following
matter if personally present. 

     1.   Approval of an Agreement and Plan of Reorganization pursuant to which
all of the assets and liabilities of Marquis Institutional will be transferred
to The One Group Treasury Only Money Market Fund ("One Group Treasury Only") in
return for of One Group Treasury Only, followed by the dissolution and
liquidation of Marquis Institutional, and the distribution of shares of One
Group Treasury Only to the shareholders of Marquis Institutional. 

                  FOR         AGAINST        ABSTAIN
                  / /           / /            / /

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL (1). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE. 

NOTE: Please sign exactly as the name appears on this card. EACH Joint owner
must sign the proxy. When signing as executor, administrator, attorney, trustee
or guardian, or as custodian for a minor, please give the FULL title of such. If
a corporation, please give the FULL corporate name and indicate the signer's
office. If a partner, please sign in the partnership name. 



                              Signature of Shareholder(s)



                              Signature of Shareholder(s)

                              Dated:_______________, 1998.

                  PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS PROXY

                         PROMPTLY USING THE ENCLOSED ENVELOPE


                                         127

<PAGE>

                    MARQUIS TREASURY SECURITIES MONEY MARKET FUND

                     PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS,
                                     JULY 30, 199
                                 RETAIL CLASS SHARES

         THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF MARQUIS FUNDS.

The undersigned hereby appoints _____________________________________ each of
them with full power of substitution as proxies of the undersigned, to vote, as
designated below, at the Special Meeting of Shareholders of the Marquis Funds
Treasury Securities Money Market Fund ("Marquis Treasury Securities") on July
30, 1998 at 10:00 am., Eastern time, and at any adjournments thereof, all of the
shares of beneficial interest in Paragon Money Market which the undersigned
would be entitled to vote upon the following matter if personally present. 

     1.   Approval of an Agreement and Plan of Reorganization pursuant to which
all of the assets and liabilities of Marquis Treasury Securities will be
transferred to The One Group U.S. Treasury Securities Money Market Fund ("One
Group Money Market") in return for Class A shares of One Group Money Market,
followed by the dissolution and liquidation of Marquis Treasury Securities, and
the distribution of shares of One Group Money Market to the shareholders of
Marquis Treasury Securities. 

                  FOR         AGAINST        ABSTAIN
                  / /           / /            / /

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL (1). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE. 

NOTE: Please sign exactly as the name appears on this card. EACH Joint owner
must sign the proxy. When signing as executor, administrator, attorney, trustee
or guardian, or as custodian for a minor, please give the FULL title of such. If
a corporation, please give the FULL corporate name and indicate the signer's
office. If a partner, please sign in the partnership name. 



                              Signature of Shareholder(s)



                              Signature of Shareholder(s)

                              Dated:_______________, 1998.

                  PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS PROXY

                         PROMPTLY USING THE ENCLOSED ENVELOPE



                                         128

<PAGE>

                    MARQUIS TREASURY SECURITIES MONEY MARKET FUND

                     PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS,
                                     JULY 30, 199
                                     TRUST SHARES

         THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF MARQUIS FUNDS.

The undersigned hereby appoints _____________________________________ each of
them with full power of substitution as proxies of the undersigned, to vote, as
designated below, at the Special Meeting of Shareholders of the Marquis Funds
Treasury Securities Money Market Fund ("Marquis Treasury Securities") on July
30, 1998 at 10:00 am., Eastern time, and at any adjournments thereof, all of the
shares of beneficial interest in Marquis Treasury Securities which the
undersigned would be entitled to vote upon the following matter if personally
present. 

     1.   Approval of an Agreement and Plan of Reorganization pursuant to which
all of the assets and liabilities of Marquis Treasury Securities will be
transferred to The One Group U.S. Treasury Securities Money Market Fund ("One
Group Money Market") in return for Fiduciary class shares of One Group Money
Market, followed by the dissolution and liquidation of Marquis Treasury
Securities, and the distribution of shares of One Group Money Market to the
shareholders of Marquis Treasury Securities. 

                  FOR         AGAINST        ABSTAIN
                  / /           / /            / /

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL (1). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE. 

NOTE: Please sign exactly as the name appears on this card. EACH Joint owner
must sign the proxy. When signing as executor, administrator, attorney, trustee
or guardian, or as custodian for a minor, please give the FULL title of such. If
a corporation, please give the FULL corporate name and indicate the signer's
office. If a partner, please sign in the partnership name. 



                              Signature of Shareholder(s)



                              Signature of Shareholder(s)

                              Dated:_______________, 1998.

                  PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS PROXY
                         PROMPTLY USING THE ENCLOSED ENVELOPE



                                         129

<PAGE>

                    MARQUIS TREASURY SECURITIES MONEY MARKET FUND

                     PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS,
                                     JULY 30, 199
                                  CASH SWEEP SHARES

         THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF MARQUIS FUNDS.

The undersigned hereby appoints _____________________________________ each of
them with full power of substitution as proxies of the undersigned, to vote, as
designated below, at the Special Meeting of Shareholders of the Marquis Funds
Treasury Securities Money Market Fund ("Marquis Treasury Securities") on July
30, 1998 at 10:00 am., Eastern time, and at any adjournments thereof, all of the
shares of beneficial interest in Marquis Treasury Securities which the
undersigned would be entitled to vote upon the following matter if personally
present. 

     1.   Approval of an Agreement and Plan of Reorganization pursuant to which
all of the assets and liabilities of Marquis Treasury Securities will be
transferred to The One Group U.S. Treasury Securities Money Market Fund ("One
Group Money Market") in return for Class A shares of One Group Money Market,
followed by the dissolution and liquidation of Marquis Treasury Securities, and
the distribution of shares of One Group Money Market to the shareholders of
Marquis Treasury Securities. 

                  FOR         AGAINST        ABSTAIN
                  / /           / /            / /

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL (1). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE. 

NOTE: Please sign exactly as the name appears on this card. EACH Joint owner
must sign the proxy. When signing as executor, administrator, attorney, trustee
or guardian, or as custodian for a minor, please give the FULL title of such. If
a corporation, please give the FULL corporate name and indicate the signer's
office. If a partner, please sign in the partnership name. 



                              Signature of Shareholder(s)



                              Signature of Shareholder(s)

                              Dated:_______________, 1998.

                  PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS PROXY
                         PROMPTLY USING THE ENCLOSED ENVELOPE


                                         130

<PAGE>










                                         131

<PAGE>

                         MARQUIS TAX-EXEMPT MONEY MARKET FUND

                     PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS,
                                     JULY 30, 199
                                    RETAIL SHARES

         THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF MARQUIS FUNDS.

The undersigned hereby appoints _____________________________________ each of
them with full power of substitution as proxies of the undersigned, to vote, as
designated below, at the Special Meeting of Shareholders of the Marquis Funds
Tax-Exempt Money Market Fund ("Marquis Tax-Exempt") on July 30, 1998 at 10:00
am., Eastern time, and at any adjournments thereof, all of the shares of
beneficial interest in Marquis Tax-Exempt which the undersigned would be
entitled to vote upon the following matter if personally present. 

     1.   Approval of an Agreement and Plan of Reorganization pursuant to which
all of the assets and liabilities of Marquis Tax-Exempt will be transferred to
The One Group Municipal Money Market Fund ("One Group Municipal") in return for
Class A shares of One Group Municipal, followed by the dissolution and
liquidation of Marquis Tax-Exempt, and the distribution of shares of One Group
Municipal to the shareholders of Marquis Tax-Exempt. 

                  FOR         AGAINST        ABSTAIN
                  / /           / /            / /

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL (1). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE. 

NOTE: Please sign exactly as the name appears on this card. EACH Joint owner
must sign the proxy. When signing as executor, administrator, attorney, trustee
or guardian, or as custodian for a minor, please give the FULL title of such. If
a corporation, please give the FULL corporate name and indicate the signer's
office. If a partner, please sign in the partnership name. 



                              Signature of Shareholder(s)



                              Signature of Shareholder(s)

                              Dated:_______________, 1998.

                  PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS PROXY
                         PROMPTLY USING THE ENCLOSED ENVELOPE



                                         132

<PAGE>

                       MARQUIS FUNDS GOVERNMENT SECURITIES FUND
                     PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS,
                                    JULY 30, 1998
                                    CLASS A SHARES

         THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF MARQUIS FUNDS.

The undersigned hereby appoints_______________________________________ each of
them with full power of substitution as proxies of the undersigned, to vote, as
designated below, at the Special Meeting of Shareholders of Marquis Funds
Government Securities Fund ("Marquis Government") on July 30, 1998 at 10:00 am.,
Eastern time, and at any adjournments thereof, all of the shares of beneficial
interest in Marquis Government which the undersigned would be entitled to vote
upon the following matter if personally present. 

     1.   Approval of an Agreement and Plan of Reorganization pursuant to which
all of the assets and liabilities of Marquis Government will be transferred to
The One Group Government Bond Fund ("One Group Government") in return for
Class A and Fiduciary class shares of One Group Government, followed by the
dissolution and liquidation of Marquis Government, and the distribution of
shares of One Group Government to the shareholders of Marquis Government. 

                  FOR         AGAINST        ABSTAIN
                  / /           / /            / /

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL (1). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE. 

NOTE: Please sign exactly as the name appears on this card. EACH Joint owner
must sign the proxy. When signing as executor, administrator, attorney, trustee
or guardian, or as custodian for a minor, please give the FULL title of such. If
a corporation, please give the FULL corporate name and indicate the signer's
office. If a partner, please sign in the partnership name. 



                              Signature of Shareholder(s)



                              Signature of Shareholder(s)

                              Dated:_______________, 1998.

                  PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS PROXY
                         PROMPTLY USING THE ENCLOSED ENVELOPE



                                         133

<PAGE>

                       MARQUIS FUNDS GOVERNMENT SECURITIES FUND
                     PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS,
                                    JULY 30, 1998
                                    CLASS B SHARES

         THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF MARQUIS FUNDS.

The undersigned hereby appoints ___________________________________ each of them
with full power of substitution as proxies of the undersigned, to vote, as
designated below, at the Special Meeting of Shareholders of Marquis Funds
Government Securities Fund ("Marquis Government") on July 30, 1998 at 10:00 am.,
Eastern time, and at any adjournments thereof, all of the shares of beneficial
interest in Marquis Government which the undersigned would be entitled to vote
upon the following matter if personally present. 

     1.   Approval of an Agreement and Plan of Reorganization pursuant to which
all of the assets and liabilities of Marquis Government will be transferred to
The One Group Government Bond Fund ("One Group Government") in return for
Class B shares of One Group Government, followed by the dissolution and
liquidation of Marquis Government, and the distribution of shares of One Group
Government to the shareholders of Marquis Government. 

                  FOR         AGAINST        ABSTAIN
                  / /           / /            / /

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL (1). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE. 

NOTE: Please sign exactly as the name appears on this card. EACH Joint owner
must sign the proxy. When signing as executor, administrator, attorney, trustee
or guardian, or as custodian for a minor, please give the FULL title of such. If
a corporation, please give the FULL corporate name and indicate the signer's
office. If a partner, please sign in the partnership name. 

                                                                                

                              Signature of Shareholder(s)

                                                                                

                              Signature of Shareholder(s)

                              Dated:_______________, 1998.

                  PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS PROXY
                         PROMPTLY USING THE ENCLOSED ENVELOPE


                                         134

<PAGE>

                         MARQUIS FUNDS STRATEGIC INCOME FUND
                     PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS,
                                    JULY 30, 1998
                                    CLASS A SHARES

         THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF MARQUIS FUNDS.

The undersigned hereby appoints _________________________________ each of them
with full power of substitution as proxies of the undersigned, to vote, as
designated below, at the Special Meeting of Shareholders of Marquis Funds
Strategic Income Fund ("Marquis Strategic Income") on July 30, 1998 at 10:00
am., Eastern  time, and at any adjournments thereof, all of the shares of
beneficial interest in Marquis Strategic Income which the undersigned would be
entitled to vote upon the following matter if personally present. 

     1.   Approval of an Agreement and Plan of Reorganization pursuant to which
all of the assets and liabilities of Marquis Strategic Income will be
transferred to The One Group Income Bond Fund ("One Group Income") in return for
Class A and Fiduciary class shares of One Group Income, followed by the
dissolution and liquidation of Marquis Strategic Income, and the distribution of
shares of One Group Income to the shareholders of Marquis Strategic Income. 

                  FOR         AGAINST        ABSTAIN
                  / /           / /            / /

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL (1). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE. 

NOTE: Please sign exactly as the name appears on this card. EACH Joint owner
must sign the proxy. When signing as executor, administrator, attorney, trustee
or guardian, or as custodian for a minor, please give the FULL title of such. If
a corporation, please give the FULL corporate name and indicate the signer's
office. If a partner, please sign in the partnership name. 



                              Signature of Shareholder(s)



                              Signature of Shareholder(s)

                              Dated:_______________, 1998.

                  PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS PROXY
                         PROMPTLY USING THE ENCLOSED ENVELOPE



                                         135
<PAGE>

                         MARQUIS FUNDS STRATEGIC INCOME FUND
                     PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS,
                                    JULY 30, 1998
                                    CLASS B SHARES

         THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF MARQUIS FUNDS.

The undersigned hereby appoints __________________________________ each of them
with full power of substitution as proxies of the undersigned, to vote, as
designated below, at the Special Meeting of Shareholders of Marquis Funds
Strategic Income Fund ("Marquis Strategic Income") on July 30, 1998 at 10:00
am., Eastern time, and at any adjournments thereof, all of the shares of
beneficial interest in Marquis Strategic Income which the undersigned would be
entitled to vote upon the following matter if personally present. 

     1.   Approval of an Agreement and Plan of Reorganization pursuant to which
all of the assets and liabilities of Marquis Strategic Income will be
transferred to The One Group Income Bond Fund ("One Group Income") in return for
Class B shares of One Group Income, followed by the dissolution and liquidation
of Marquis Strategic Income, and the distribution of shares of One Group Bond to
the shareholders of Marquis Strategic Income. 

                  FOR         AGAINST        ABSTAIN
                  / /           / /            / /

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL (1). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE. 

NOTE: Please sign exactly as the name appears on this card. EACH Joint owner
must sign the proxy. When signing as executor, administrator, attorney, trustee
or guardian, or as custodian for a minor, please give the FULL title of such. If
a corporation, please give the FULL corporate name and indicate the signer's
office. If a partner, please sign in the partnership name. 

                                                                                

                              Signature of Shareholder(s)

                                                                                

                              Signature of Shareholder(s)

                              Dated:_______________, 1998.

                  PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS PROXY
                         PROMPTLY USING THE ENCLOSED ENVELOPE


                                         136

<PAGE>
                             MARQUIS FUNDS BALANCED FUND
                     PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS,
                                    JULY 30, 1998
                                    CLASS A SHARES

         THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF MARQUIS FUNDS.

The undersigned hereby appoints ________________________________ each of them
with full power of substitution as proxies of the undersigned, to vote, as
designated below, at the Special Meeting of Shareholders of Marquis Funds
Balanced Fund ("Marquis Balanced") on July 30, 1998 at 10:00 am., Eastern time,
and at any adjournments thereof, all of the shares of beneficial interest in
Marquis Balanced which the undersigned would be entitled to vote upon the
following matter if personally present. 

     1.   Approval of an Agreement and Plan of Reorganization pursuant to which
all of the assets and liabilities of Marquis Balanced will be transferred to The
One Group Asset Allocation Fund ("One Group Asset Allocation") in return for
Class A and Fiduciary class shares of One Group Asset Allocation, followed by
the dissolution and liquidation of Marquis Balanced, and the distribution of
shares of One Group Asset Allocation to the shareholders of Marquis Balanced. 

                  FOR         AGAINST        ABSTAIN
                  / /           / /            / /

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL (1). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE. 

NOTE: Please sign exactly as the name appears on this card. EACH Joint owner
must sign the proxy. When signing as executor, administrator, attorney, trustee
or guardian, or as custodian for a minor, please give the FULL title of such. If
a corporation, please give the FULL corporate name and indicate the signer's
office. If a partner, please sign in the partnership name. 

                                                                                

                              Signature of Shareholder(s)

                                                                                

                              Signature of Shareholder(s)

                              Dated: _______________, 1998.

                  PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS PROXY
                         PROMPTLY USING THE ENCLOSED ENVELOPE


                                         137

<PAGE>

                             MARQUIS FUNDS BALANCED FUND
                     PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS,
                                    JULY 30, 1998
                                    CLASS B SHARES

         THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF MARQUIS FUNDS.

The undersigned hereby appoints _________________________________ each of them
with full power of substitution as proxies of the undersigned, to vote, as
designated below, at the Special Meeting of Shareholders of Marquis Funds
Balanced Fund ("Marquis Balanced") on July 30, 1998 at 10:00 am., Eastern time,
and at any adjournments thereof, all of the shares of beneficial interest in
Marquis Balanced which the undersigned would be entitled to vote upon the
following matter if personally present. 

     1.   Approval of an Agreement and Plan of Reorganization pursuant to which
all of the assets and liabilities of Marquis Balanced will be transferred to The
One Group Asset Allocation Fund ("One Group Asset Allocation") in return for
Class B shares of One Group Asset Allocation, followed by the dissolution and
liquidation of Marquis Balanced, and the distribution of shares of One Group
Asset Allocation to the shareholders of Marquis Balanced. 

                  FOR         AGAINST        ABSTAIN
                  / /           / /            / /

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL (1). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE. 

NOTE: Please sign exactly as the name appears on this card. EACH Joint owner
must sign the proxy. When signing as executor, administrator, attorney, trustee
or guardian, or as custodian for a minor, please give the FULL title of such. If
a corporation, please give the FULL corporate name and indicate the signer's
office. If a partner, please sign in the partnership name. 

                                                                                

                              Signature of Shareholder(s)

                                                                                

                              Signature of Shareholder(s)

                              Dated:_______________, 1998.

                  PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS PROXY
                         PROMPTLY USING THE ENCLOSED ENVELOPE


                                         138

<PAGE>

                    MARQUIS FUNDS LOUISIANA TAX-EXEMPT INCOME FUND
                     PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS,
                                    JULY 30, 1998
                                    CLASS A SHARES

         THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF MARQUIS FUNDS.

The undersigned hereby appoints _________________________________ each of them
with full power of substitution as proxies of the undersigned, to vote, as
designated below, at the Special Meeting of Shareholders of Marquis Funds
Louisiana Tax-Exempt Income Fund ("Marquis Louisiana") on July 30, 1998 at 10:00
am., Eastern time, and at any adjournments thereof, all of the shares of
beneficial interest in Marquis Louisiana which the undersigned would be entitled
to vote upon the following matter if personally present. 

     1.   Approval of an Agreement and Plan of Reorganization pursuant to which
all of the assets and liabilities of Marquis Louisiana will be transferred to
The One Group Louisiana Municipal Bond Fund ("One Group Louisiana") in return
for Class A and Fiduciary class shares of One Group Louisiana, followed by the
dissolution and liquidation of Marquis Louisiana, and the distribution of shares
of One Group Louisiana to the shareholders of Marquis Louisiana. 

                  FOR         AGAINST        ABSTAIN
                  / /           / /            / /

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL (1). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE. 

NOTE: Please sign exactly as the name appears on this card. EACH Joint owner
must sign the proxy. When signing as executor, administrator, attorney, trustee
or guardian, or as custodian for a minor, please give the FULL title of such. If
a corporation, please give the FULL corporate name and indicate the signer's
office. If a partner, please sign in the partnership name. 

                                                                                

                              Signature of Shareholder(s)

                                                                                

                              Signature of Shareholder(s)

                              Dated:_______________, 1998.

                  PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS PROXY
                         PROMPTLY USING THE ENCLOSED ENVELOPE


                                         139
<PAGE>

                    MARQUIS FUNDS LOUISIANA TAX-EXEMPT INCOME FUND
                     PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS,
                                    JULY 30, 1998
                                    CLASS B SHARES

         THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF MARQUIS FUNDS.

The undersigned hereby appoints _________________________________ each of them
with full power of substitution as proxies of the undersigned, to vote, as
designated below, at the Special Meeting of Shareholders of Marquis Louisiana
Tax-Exempt Income Fund ("Marquis Louisiana") on July 30, 1998 at 10:00 am.,
Eastern time, and at any adjournments thereof, all of the shares of beneficial
interest in Marquis Louisiana which the undersigned would be entitled to vote
upon the following matter if personally present. 

     1.   Approval of an Agreement and Plan of Reorganization pursuant to which
all of the assets and liabilities of Marquis Louisiana will be transferred to
The One Group Louisiana Municipal Bond Fund ("One Group Louisiana") in return
for Class B shares of One Group Louisiana, followed by the dissolution and
liquidation of Marquis Louisiana, and the distribution of shares of One Group
Louisiana to the shareholders of Marquis Louisiana. 

                  FOR         AGAINST        ABSTAIN
                  / /           / /            / /

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL (1). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE. 

NOTE: Please sign exactly as the name appears on this card. EACH Joint owner
must sign the proxy. When signing as executor, administrator, attorney, trustee
or guardian, or as custodian for a minor, please give the FULL title of such. If
a corporation, please give the FULL corporate name and indicate the signer's
office. If a partner, please sign in the partnership name. 

                                                                                

                              Signature of Shareholder(s)

                                                                                

                              Signature of Shareholder(s)

                              Dated:_______________, 1998.

                  PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS PROXY
                         PROMPTLY USING THE ENCLOSED ENVELOPE


                                         140

<PAGE>

                           MARQUIS FUNDS VALUE EQUITY FUND
                     PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS,
                                    JULY 30, 1998
                                    CLASS A SHARES

         THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF MARQUIS FUNDS.

The undersigned hereby appoints __________________________________ each of them
with full power of substitution as proxies of the undersigned, to vote, as
designated below, at the Special Meeting of Shareholders of Marquis Funds Value
Equity Fund ("Marquis Value") on July 30, 1998 at 10:00 am., Eastern time, and
at any adjournments thereof, all of the shares of beneficial interest in Marquis
Value which the undersigned would be entitled to vote upon the following matter
if personally present. 

     1.   Approval of an Agreement and Plan of Reorganization pursuant to which
all of the assets and liabilities of Marquis Value will be transferred to The
One Group Disciplined Value Fund ("One Group Value") in return for Class A and
Fiduciary class shares of One Group Value, followed by the dissolution and
liquidation of Marquis Value, and the distribution of shares of One Group Value
to the shareholders of Marquis Value. 

                  FOR         AGAINST        ABSTAIN
                  / /           / /            / /

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL (1). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE. 

NOTE: Please sign exactly as the name appears on this card. EACH Joint owner
must sign the proxy. When signing as executor, administrator, attorney, trustee
or guardian, or as custodian for a minor, please give the FULL title of such. If
a corporation, please give the FULL corporate name and indicate the signer's
office. If a partner, please sign in the partnership name. 

                                                                                

                              Signature of Shareholder(s)

                                                                                

                              Signature of Shareholder(s)

                              Dated:_______________, 1998.

                  PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS PROXY
                         PROMPTLY USING THE ENCLOSED ENVELOPE


                                         141

<PAGE>

                           MARQUIS FUNDS VALUE EQUITY FUND
                     PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS,
                                    JULY 30, 1998
                                    CLASS B SHARES

         THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF MARQUIS FUNDS.

The undersigned hereby appoints _________________________________ each of them
with full power of substitution as proxies of the undersigned, to vote, as
designated below, at the Special Meeting of Shareholders of Marquis Funds Value
Equity Fund ("Marquis Value") on July 30, 1998 at 10:00 am., Eastern time, and
at any adjournments thereof, all of the shares of beneficial interest in Marquis
Value which the undersigned would be entitled to vote upon the following matter
if personally present. 

     1.   Approval of an Agreement and Plan of Reorganization pursuant to which
all of the assets and liabilities of Marquis Value will be transferred to The
One Group Disciplined Value Fund ("One Group Value") in return for Class B
shares of One Group Value, followed by the dissolution and liquidation of
Marquis Value, and the distribution of shares of One Group Value to the
shareholders of Marquis Value. 

                  FOR         AGAINST        ABSTAIN
                  / /           / /            / /

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL (1). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE. 

NOTE: Please sign exactly as the name appears on this card. EACH Joint owner
must sign the proxy. When signing as executor, administrator, attorney, trustee
or guardian, or as custodian for a minor, please give the FULL title of such. If
a corporation, please give the FULL corporate name and indicate the signer's
office. If a partner, please sign in the partnership name. 

                                                                                

                              Signature of Shareholder(s)

                                                                                

                              Signature of Shareholder(s)

                              Dated:_______________, 1998.

                  PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS PROXY
                         PROMPTLY USING THE ENCLOSED ENVELOPE


                                         142

<PAGE>

                           MARQUIS FUNDS GROWTH EQUITY FUND
                     PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS,
                                    JULY 30, 1998
                                    CLASS A SHARES

         THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF MARQUIS FUNDS.

The undersigned hereby appoints __________________________________ each of them
with full power of substitution as proxies of the undersigned, to vote, as
designated below, at the Special Meeting of Shareholders of Marquis Funds Growth
Equity Fund ("Marquis Growth") on July 30, 1998 at 10:00 am., Eastern time, and
at any adjournments thereof, all of the shares of beneficial interest in Marquis
Growth which the undersigned would be entitled to vote upon the following matter
if personally present. 

     1.   Approval of an Agreement and Plan of Reorganization pursuant to which
all of the assets and liabilities of Marquis Growth will be transferred to The
One Group Growth Opportunities Fund ("One Group Growth") in return for Class A
and Fiduciary class shares of One Group Growth, followed by the dissolution and
liquidation of Marquis Growth, and the distribution of shares of One Group
Growth to the shareholders of Marquis Growth. 

                  FOR         AGAINST        ABSTAIN
                  / /           / /            / /

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL (1). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE. 

NOTE: Please sign exactly as the name appears on this card. EACH Joint owner
must sign the proxy. When signing as executor, administrator, attorney, trustee
or guardian, or as custodian for a minor, please give the FULL title of such. If
a corporation, please give the FULL corporate name and indicate the signer's
office. If a partner, please sign in the partnership name. 

                                                                                

                              Signature of Shareholder(s)

                                                                                

                              Signature of Shareholder(s)

                              Dated:_______________, 1998.

                  PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS PROXY
                         PROMPTLY USING THE ENCLOSED ENVELOPE


                                         143

<PAGE>

                           MARQUIS FUNDS GROWTH EQUITY FUND
                     PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS,
                                    JULY 30, 1998
                                    CLASS B SHARES

         THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF MARQUIS FUNDS.

The undersigned hereby appoints ________________________________ each of them
with full power of substitution as proxies of the undersigned, to vote, as
designated below, at the Special Meeting of Shareholders of Marquis Funds Growth
Equity Fund ("Marquis Growth") on July 30, 1998 at 10:00 am., Eastern time, and
at any adjournments thereof, all of the shares of beneficial interest in Marquis
Growth which the undersigned would be entitled to vote upon the following matter
if personally present. 

     1.   Approval of an Agreement and Plan of Reorganization pursuant to which
all of the assets and liabilities of Marquis Growth will be transferred to The
One Group Growth Opportunities Fund ("One Group Growth") in return for Class B
shares of One Group Growth, followed by the dissolution and liquidation of
Marquis Growth, and the distribution of shares of One Group Growth to the
shareholders of Marquis Growth. 

                  FOR         AGAINST        ABSTAIN
                  / /           / /            / /

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL (1). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE. 

NOTE: Please sign exactly as the name appears on this card. EACH Joint owner
must sign the proxy. When signing as executor, administrator, attorney, trustee
or guardian, or as custodian for a minor, please give the FULL title of such. If
a corporation, please give the FULL corporate name and indicate the signer's
office. If a partner, please sign in the partnership name. 

                                                                                

                              Signature of Shareholder(s)

                                                                                

                              Signature of Shareholder(s)

                              Dated:_______________, 1998.

                  PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS PROXY
                         PROMPTLY USING THE ENCLOSED ENVELOPE


                                         144

<PAGE>

                             MARQUIS FUNDS SMALL CAP FUND

                     PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS,
                                    JULY 30, 1998
                                    CLASS A SHARES

         THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF MARQUIS FUNDS.

The undersigned hereby appoints _____________________________________ each of
them with full power of substitution as proxies of the undersigned, to vote, as
designated below, at the Special Meeting of Shareholders of the Marquis Funds
Small Cap Fund ("Marquis Small Cap") on July 30, 1998 at 10:00 am., Eastern
time, and at any adjournments thereof, all of the shares of beneficial interest
in Marquis Small Cap which the undersigned would be entitled to vote upon the
following matter if personally present. 

     1.   Approval of an Agreement and Plan of Reorganization pursuant to which
all of the assets and liabilities of Marquis Small Cap will be transferred to
The One Group Small Capitalization Fund ("One Group Small Capitalization") in
return for Class A and Fiduciary class shares of One Group Small Capitalization,
followed by the dissolution and liquidation of Marquis Small Cap, and the
distribution of shares of One Group Small Capitalization to the shareholders of
Marquis Small Cap. 

                  FOR         AGAINST        ABSTAIN
                  / /           / /            / /

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL (1). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE. 

NOTE: Please sign exactly as the name appears on this card. EACH Joint owner
must sign the proxy. When signing as executor, administrator, attorney, trustee
or guardian, or as custodian for a minor, please give the FULL title of such. If
a corporation, please give the FULL corporate name and indicate the signer's
office. If a partner, please sign in the partnership name. 

                                                                                

                              Signature of Shareholder(s)

                                                                                

                              Signature of Shareholder(s)

                              Dated:_______________, 1998.

                  PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS PROXY
                         PROMPTLY USING THE ENCLOSED ENVELOPE


                                         145

<PAGE>

                             MARQUIS FUNDS SMALL CAP FUND

                     PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS,
                                    JULY 30, 1998
                                    CLASS B SHARES

         THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF MARQUIS FUNDS.

The undersigned hereby appoints _____________________________________ each of
them with full power of substitution as proxies of the undersigned, to vote, as
designated below, at the Special Meeting of Shareholders of the Marquis Funds
Small Cap Fund ("Marquis Small Cap") on July 30, 1998 at 10:00 am., Eastern
time, and at any adjournments thereof, all of the shares of beneficial interest
in Marquis Small Cap which the undersigned would be entitled to vote upon the
following matter if personally present. 

     1.   Approval of an Agreement and Plan of Reorganization pursuant to which
all of the assets and liabilities of Marquis Small Cap will be transferred to
The One Group Small Capitalization Fund ("One Group Small Capitalization") in
return for Class B shares of One Group Small Capitalization, followed by the
dissolution and liquidation of Marquis Small Cap, and the distribution of shares
of One Group Small Capitalization to the shareholders of Marquis Small Cap. 

                  FOR         AGAINST        ABSTAIN
                  / /           / /            / /

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL (1). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE. 

NOTE: Please sign exactly as the name appears on this card. EACH Joint owner
must sign the proxy. When signing as executor, administrator, attorney, trustee
or guardian, or as custodian for a minor, please give the FULL title of such. If
a corporation, please give the FULL corporate name and indicate the signer's
office. If a partner, please sign in the partnership name. 

                                                                                

                              Signature of Shareholder(s)

                                                                                

                              Signature of Shareholder(s)

                              Dated:_______________, 1998.

                  PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS PROXY
                         PROMPTLY USING THE ENCLOSED ENVELOPE


                                         146

<PAGE>

                       MARQUIS FUNDS INTERNATIONAL EQUITY FUND

                     PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS,
                                     JULY 30, 199
                                    CLASS A SHARES

         THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF MARQUIS FUNDS.

The undersigned hereby appoints _____________________________________ each of
them with full power of substitution as proxies of the undersigned, to vote, as
designated below, at the Special Meeting of Shareholders of the Marquis Funds
International Equity Fund ("Marquis International") on July 30, 1998 at 10:00
am., Eastern time, and at any adjournments thereof, all of the shares of
beneficial interest in Marquis International which the undersigned would be
entitled to vote upon the following matter if personally present. 

     1.   Approval of an Agreement and Plan of Reorganization pursuant to which
all of the assets and liabilities of Marquis International will be transferred
to The One Group International Equity Index Fund ("One Group International
Index") in return for Class A and Fiduciary class shares of One Group
International Index, followed by the dissolution and liquidation of Marquis
Internaitonal, and the distribution of shares of One Group International Index
to the shareholders of Marquis International. 

                  FOR         AGAINST        ABSTAIN
                  / /           / /            / /

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL (1). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE. 

NOTE: Please sign exactly as the name appears on this card. EACH Joint owner
must sign the proxy. When signing as executor, administrator, attorney, trustee
or guardian, or as custodian for a minor, please give the FULL title of such. If
a corporation, please give the FULL corporate name and indicate the signer's
office. If a partner, please sign in the partnership name. 



                              Signature of Shareholder(s)



                              Signature of Shareholder(s)

                              Dated:_______________, 1998.

                  PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS PROXY
                         PROMPTLY USING THE ENCLOSED ENVELOPE


                                         147

<PAGE>

                       MARQUIS FUNDS INTERNATIONAL EQUITY FUND

                     PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS,
                                     JULY 30, 199
                                    CLASS B SHARES

         THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES OF MARQUIS FUNDS.

The undersigned hereby appoints _____________________________________ each of
them with full power of substitution as proxies of the undersigned, to vote, as
designated below, at the Special Meeting of Shareholders of the Marquis Funds
International Equity Index ("Marquis International") on July 30, 1998 at 10:00
am., Eastern time, and at any adjournments thereof, all of the shares of
beneficial interest in Marquis International which the undersigned would be
entitled to vote upon the following matter if personally present. 

     1.   Approval of an Agreement and Plan of Reorganization pursuant to which
all of the assets and liabilities of Marquis International will be transferred
to The One Group International Equity Index Fund ("One Group International
Index") in return for Class B shares of One Group International Index, followed
by the dissolution and liquidation of Marquis International, and the
distribution of shares of One Group International Index to the shareholders of
Marquis International. 

                  FOR         AGAINST        ABSTAIN
                  / /           / /            / /

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL (1). IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. THE TRUSTEES
RECOMMEND A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE. 

NOTE: Please sign exactly as the name appears on this card. EACH Joint owner
must sign the proxy. When signing as executor, administrator, attorney, trustee
or guardian, or as custodian for a minor, please give the FULL title of such. If
a corporation, please give the FULL corporate name and indicate the signer's
office. If a partner, please sign in the partnership name. 



                              Signature of Shareholder(s)



                              Signature of Shareholder(s)

                              Dated:_______________, 1998.

                  PLEASE EXECUTE, SIGN, DATE, AND RETURN THIS PROXY
                         PROMPTLY USING THE ENCLOSED ENVELOPE


                                         148

<PAGE>

                                    THE ONE GROUP

                         STATEMENT OF ADDITIONAL INFORMATION


This Statement of Additional Information contains information which may be of
interest to investors but which is not included in the Combined Prospectus/Proxy
(the "Prospectus") of The One Group dated June ____, 1998 relating to the
transfer of the assets and liabilities of Marquis Institutional, Marquis
Treasury Securities, Marquis Tax-Exempt, Marquis Government, Marquis Strategic
Income, Marquis Louisiana, Marquis Balanced, Marquis Value, Marquis Growth,
Marquis Small Cap and Marquis International to One Group Treasury Only, One
Group Treasury Securities, One Group Municipal, One Group Government, One Group
Income, One Group Louisiana, One Group Asset Allocation, One Group Value, One
Group Growth, One Group Small Capitalization and One Group International Index.
This Statement of Additional Information is not a prospectus and is authorized
for distribution only when it accompanies or follows delivery of the Prospectus.
This Statement of Additional Information should be read in conjunction with the
Prospectus.  A copy of the Prospectus may be obtained, without charge, by
writing The One Group Services Company, 3435 Stelzer Road, Columbus, Ohio 43219,
or by calling 1-800-554-3882.

The Statement of Additional Information for The One Group dated November 1, 1997
has been filed with the Securities and Exchange Commission and is incorporated
herein by reference.  The Statement of Additional Information for Marquis Funds
dated February 1, 1998 has been filed with the Securities and Exchange
Commission and is incorporated herein by reference.

Unaudited financial statements for Marquis Institutional, Marquis Treasury
Securities, Marquis Tax-Exempt, Marquis Government, Marquis Strategic Income,
Marquis Louisiana, Marquis Balanced, Marquis Value, Marquis Growth, Marquis
Small Cap and Marquis International for the period ended March 31, 1998, are
contained in the Marquis Funds Semi-Annual Report, which was filed with the
Securities and Exchange Commission and is incorporated herein by reference.

Unaudited financial statements for One Group Treasury Only, One Group Municipal,
One Group Government, One Group Income, One Group Louisiana, One Group Asset
Allocation, One Group Discipline, One Group Growth, One Group Small
Capitalization and One Group International Index for the period ended December
31, 1997, are contained in The One Group Semi-Annual Report, which was filed
with the Securities and Exchange Commission and is incorporated herein by
reference.


THE DATE OF THIS STATEMENT OF ADDITIONAL INFORMATION IS JUNE ____, 1998

<PAGE>

                                  TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

Financial Statements of the Combined Funds on a pro-forma basis for the periods
ended December  31, 1997 Marquis Institutional, Marquis Treasury Securities,
Marquis Tax-Exempt, Marquis Government, Marquis Louisiana, Marquis Balanced, 
Marquis Value and Marquis Growth to One Group Treasury Only, One Group Treasury
Securities, One Group Municipal, One Group Government, One Group Louisiana, One
Group Asset Allocation, One Group Discipline and One Group Growth.



<PAGE>




THE ONE GROUP U.S TREASURY SECURITIES MONEY MARKET FUND / MARQUIS TREASURY
SECURITIES MARKET FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>
                             PROFORMA                                                                                      PROFORMA
  MARQUIS     ONE GROUP      COMBINED                                                            MARQUIS      ONE GROUP    COMBINED
 PRINCIPAL   PRINCIPAL      PRINCIPAL                                                          AMORTIZED      AMORTIZED   AMORTIZED
  AMOUNT      AMOUNT         AMOUNT                     SECURITY DESCRIPTION                     COST           COST         COST
- ----------  -----------  ------------- --------------------------------------------------- -------------- ------------- -----------
<S><C>
U.S. TREASURY OBLIGATIONS (16.6%)
U.S. Treasury Bills (11.3%)
  175,000                      175,000 1/22/98                                                  174,479                    174,479
   60,000       55,000         115,000 3/5/98 (b)                                                59,420       54,484       113,904
               150,000         150,000 3/26/98                                                               148,202       148,202
                25,000          25,000 6/25/98                                                                24,348        24,348
               100,000         100,000 11/12/98                                                               95,398        95,398
                                                                                              ---------    ---------     ---------
Total U.S. Treasury Bills                                                                       233,899      322,432       556,331
                                                                                              ---------    ---------     ---------

U.S. TREASURY NOTES (5.3%)
               120,000         120,000 5.25%, 7/31/98                                                        119,759       119,759
                95,000          95,000 6.13%, 8/31/98                                                         95,232        95,232
                50,000          50,000 5.88%, 10/31/98                                                        50,113        50,113
                                                                                                           ---------     ---------
Total U.S. Treasury Notes                                                                                    265,104       265,104
                                                                                                           ---------     ---------

REPURCHASE AGREEMENTS (83.6%)
               175,000         175,000 Aubrey G. Lanston & Co., 6.50%, 1/2/98
                                        (Collateralized by $169,891 various U.S.
                                        Treasury Securities, 5.88% - 6.63%,
                                        11/15/05 - 2/15/27, market value - $179,385)                         175,000       175,000
   60,000                       60,000 Aubrey G. Lanston & Co., 6.50%, 1/2/98
                                        (Collateralized by $61,224 various U.S.
                                        Treasury Notes, 5.00% - 6.38%,
                                        1/31/99 - 4/30/99, market value - $62,285)               60,000                     60,000
               175,000         175,000 Barclays De Zoette Wedd, 6.63%, 1/2/98
                                        (Collateralized by $202,633 various U.S.
                                        Treasury Securities, 0.00% - 12.38%,
                                        7/31/98 - 2/15/26, market value - $178,501)                          175,000       175,000
               160,000         160,000 CIBC Wood Gundy, 6.50%, 1/2/98
                                        (Collateralized by $121,298 various U.S
                                        Treasury Securities, 7.25% - 12.00%,
                                        8/15/13 - 8/15/22, market value - $163,604)                          160,000       160,000
   70,085                       70,085 Deutsche Morgan Grenfell, 5.18%, 1/2/98
                                        (Collateralized by $81,458 various
                                        U.S. Treasury Securities, 0.00% - 10.75%,
                                        5/15/98 - 5/15/23, market value - $71,487)               70,085                     70,085
               299,317         299,317 Deutsche Morgan Grenfell, 6.80%, 1/2/98
                                        (Collateralized by $291,824 various
                                        U.S.Treasury Securities, 0.00% - 12.50%,
                                        8/15/98 - 5/15/21, market value - $305,303)                          299,317       299,317
               250,000         250,000 Deutsche Morgan Grenfell, 7.30%, 1/5/98
                                        (Collateralized by $243,743 various
                                        U.S. Treasury Securities, 0.00% - 12.50%,
                                        8/15/98 - 5/15/21, market value - $255,000)                          250,000       250,000
               170,000         170,000 Donaldson, Lufkin & Jenrette, 6.50%, 1/2/98
                                        (Collateralized by $143,145
                                        various U.S. Treasury Securities,
                                        5.63% - 10.38%, 2/15/99 - 2/15/19,
                                        market value - $173,400)                                             170,000       170,000
               165,000         165,000 Dresdner Securities, 5.00%, 1/2/98
                                        (Collateralized by $140,996 various U.S.
                                        Treasury Securities, 6.25% - 8.13%,
                                        8/15/21 - 8/15/25, market value -$167,391)                           165,000       165,000
               865,000         865,000 Goldman Sachs, 6.53%, 1/2/98 (Collateralized by
                                        $799,232 various U.S. Treasury Securities,
                                        0.00% - 13.13%, 1/2/98 - 11/15/27,
                                        market value - $882,300)                                             865,000       865,000
               175,000         175,000 HSBC Securities, 6.55%, 1/2/98 (Collateralized by
                                        $307,505 various U.S. Treasury Securities,
                                        0.00% - 11.75%, 6/30/02 - 2/15/27,
                                        market value - $178,504)                                             175,000       175,000
   60,000                       60,000 HSBC Securities, 6.60%, 1/2/98 (Collateralized
                                        by $159,600 various U.S Treasury Strips, 0.00%,
                                        11/15/01 - 8/15/20, market value - $61,212               60,000                     60,000
               175,000         175,000 J.P. Morgan Securities, 6.30%, 1/2/98 (Collateralized
                                        by $169,587 various U.S. Treasury Securities,
                                        5.63% - 7.25%, 12/31/99 - 8/15/26,
                                        market value - $178,501)                                             175,000       175,000
   11,674                       11,674 J.P. Morgan Securities, 6.40%, 1/2/98
                                        (Collateralized by $9,449 various U.S.
                                        Treasury Securities, 7.25% - 9.88%,
                                        8/15/04 - 11/15/15, market value - $11,908)              11,674                     11,674
  310,000                      310,000 J.P. Morgan Securities, 6.60%, 1/2/98 (Collateralized
                                        by $595,513 various U.S. Treasury Strips, 0.00 %,
                                        5/15/98 - 11/15/21, market value - $316,363)            310,000                    310,000
               175,000         175,000 Lehman Brothers Holding, Inc., 6.40%, 1/2/98
                                        (Collateralized by $377,778 various U.S.
                                        Treasury Securities, 0.00%,
                                         11/15/98 - 2/15/23, market value - $178,503)                        175,000       175,000
  300,000                      300,000 Lehman Brothers Holding, Inc., 6.57%, 1/2/98
                                        (Collateralized by $588,235 various U.S. Treasury
                                        Strips, 0.00%, 2/15/09, market value - $306,717)        300,000                    300,000
   58,411                       58,411 Merrill Lynch, 6.45%, 1/2/98 (Collateralized by
                                        $45,297 U.S Treasury Bonds, 8.13% - 9.13%,
                                        8/15/17 - 2/15/20, market value - $59,582                58,411                     58,411
               160,000         160,000 Morgan Stanley, 6.20%, 1/2/98 (Collateralized by
                                        $158,825 U.S Treasury Notes, 6.75% - 7.50%,
                                        6/30/99 - 11/15/01, market value - $163,282                          160,000       160,000
   70,085                       70,085 Morgan Stanley, 6.50%,1/2/98 (Collateralized by
                                        $71,601 various U.S. Treasury Securities,
                                        5.50% - 6.13%, 11/30/98 - 11/15/27,
                                        market value - $71,515)                                  70,085                     70,085
   58,411                       58,411 Nomura Securities, 6.58%, 1/2/98 (Collateralized by
                                        $56,529 various U.S. Treasury Securities,
                                        0.00% - 7.50%, 1/22/98 - 2/15/20,
                                        market value -  $59,579)                                 58,411                     58,411
   60,000                       60,000 Prudential Securities, 6.60%, 1/2/98
                                        (Collateralized by $54,965 various U.S.
                                        Treasury Notes, 6.88%, 5/15/06 - 8/15/25,
                                        market value - $61,207)                                  60,000                     60,000
   70,085                       70,085 UBS Securities, 6.70%, 1/2/98 (Collateralized by
                                        $238,542 U.S. Treasury Strips, 0.00 %,
                                        5/15/13 - 8/15/22, market value - $71,487)               70,085                     70,085
   60,000                       60,000 Wachovia, 6.00%, 1/2/98 (Collateralized by $61,515
                                       various U.S. Treasury
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.


<PAGE>


THE ONE GROUP U.S TREASURY SECURITIES MONEY MARKET FUND / MARQUIS TREASURY
SECURITIES MARKET FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>

                           PROFORMA                                                                                       PROFORMA
 MARQUIS    ONE GROUP      COMBINED                                                            MARQUIS      ONE GROUP     COMBINED
 PRINCIPAL  PRINCIPAL     PRINCIPAL                                                           AMORTIZED      AMORTIZED    AMORTIZED
  AMOUNT     AMOUNT         AMOUNT                     SECURITY DESCRIPTION                     COST           COST         COST
- ----------  -----------  ------------- --------------------------------------------------- -------------- ------------- -----------
<S><C>
                                        Securities, 0.00% - 8.00%, 3/26/98 - 8/15/99,
                                        market value - $61,217)                                  60,000                     60,000
                                                                                              ---------    ---------     ---------
Total Repurchase Agreements                                                                   1,188,751    2,944,317     4,133,068
                                                                                              ---------    ---------     ---------
Total (Cost $4,954,503)(a)                                                                    1,422,650    3,531,853     4,954,503
                                                                                              ---------    ---------     ---------
                                                                                              ---------    ---------     ---------
</TABLE>
_________
Percentages indicated are based on net assets of $4,942,249.
(a) Cost and value for federal income tax and financial reporting purposes are
    the same.
(b) With respect to the One Group Fund only, a portion of this security was
    loaned as of December 31, 1997.


SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>

THE ONE GROUP MUNICIPAL MONEY FUND / MARQUIS TAX EXEMPT MONEY MARKET FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>

                       PROFORMA                                                                                     PROFORMA
  MARQUIS   ONE GROUP  COMBINED                                                          MARQUIS      ONE GROUP     COMBINED
 PRINCIPAL  PRINCIPAL  PRINCIPAL                                                        AMORTIZED     AMORTIZED     AMORTIZED
  AMOUNT      AMOUNT    AMOUNT                SECURITY DESCRIPTION                        COST          COST          COST
 ----------  --------  -------- -----------------------------------------------------   ---------     ---------     ---------
<S><C>

DAILY DEMAND NOTES  (8.4%):
Alabama  (1.0%):

               4,100     4,100  Phenix City, IDR for Mead, AMT, 5.10%, 3/1/31, LOC:
                                Bayerische Landesbank*                                                   4,100          4,100
               3,000     3,000  Phenix City, IDR for Mead, Series 93-A, AMT, 5.10%,
                                6/1/28, LOC: Toronto Domimion Bank*                                      3,000          3,000
                                                                                                       -------
                                                                                                         7,100          7,100
                                                                                                       -------        -------
District of Columbia  (0.4%):
      2,700              2,700  General Fund Recovery, Series B-3, 5.00%, 6/1/03*         2,700                         2,700
                                                                                        -------                       -------

Georgia  (0.2%):
        700                700  Burke County Pollution Control Authority, Georgia
                                Power Company Project, 5.05%, 9/1/25*                       700                           700
        200                200  Effingham County Pollution Control Development
                                Authority, Savannah Electric & Power Co. Project,
                                5.05%, 4/1/37*                                              200                           200
        500                500  Hospital Finance Authority, 4.95%, 3/1/01*                  500                           500
                                                                                        -------                       -------
                                                                                          1,400                         1,400
                                                                                        -------                       -------
Illinois  (0.5%):
               3,400     3,400  Health Facilities Authority Revenue, Central Dupage
                                - Healthcorp Project, 5.10%, 11/1/20, LOC: Rabobank*                     3,400          3,400
                                                                                                       -------        -------
Indiana  (0.0%):
        200                200  Rockport Pollution Control Revenue Refunding, AEP
                                Generating Co., Project B, 5.10%, 7/1/25*                   200                           200
                                                                                        -------                       -------
Iowa  (0.0%):
        100                100  State Higher Education Loan Authority Revenue,
                                Educational Facility, Palmer Chiropractor Project,
                                5.35%, 4/1/27*                                              100                           100
                                                                                        -------                       -------
Michigan  (1.1%):
               5,700     5,700  Cornell Township Economic Development Corp., Mead
                                Escanaba Paper, 5.00%, 11/1/16, LOC: Swiss Bank*                         5,700          5,700
               2,600     2,600  University of Michigan, Hospital Revenues, Series
                                92A, 5.10%, 12/1/19*                                                     2,600          2,600
                                                                                                       -------        -------
                                                                                                         8,300          8,300
                                                                                                       -------        -------
Missouri  (0.3%):
               2,000     2,000  Development Finance Board, Union Station Project
                                1997  B, 4.50%, 12/1/03, LOC: CIBC*                                      2,000          2,000
                                                                                                       -------        -------
Ohio  (0.5%):
                 800       800  State Air Quality Development Authority, Cincinnati
                                Gas & Electric, 4.50%, 12/1/15, LOC: J.P. Morgan*                          800            800
               1,600     1,600  State Air Quality Development Authority, Cincinnati
                                Gas & Electric, 4.50%, 12/1/15, LOC: Union Bank of
                                Switzerland*                                                             1,600          1,600
               1,000     1,000  Twinsburg, IDR, United Stationers Project, AMT,
                                5.35%, 12/1/11, LOC: PNC Bank*                                           1,000          1,000
                                                                                                       -------        -------
                                                                                                         3,400          3,400
                                                                                                       -------        -------
Oregon  (0.3%):
               2,500     2,500  Port of Portland, PCR, Reynolds Metals, 5.00%,
                                12/1/09, LOC: Bank of Nova Scotia*                                       2,500          2,500
                                                                                                       -------        -------
Pennsylvania  (0.0%):
        300                300  Schuylkill County Resource Recovery Revenue
                                Authority, Northeastern Power Company Project,
                                Series A, 5.10%, 12/1/22*                                   300                           300
                                                                                        -------                       -------
Texas  (2.1%):
              11,400    11,400  Matagorda County, IDR, Houston Light & Power, 4.95%,
                                11/1/28, AMBAC                                                          11,400         11,400
               3,500     3,500  North Central Health Facility Development Corp.
                                Revenue, Presbyterian Medical Center, Series D,
                                5.00%, 12/1/15, MBIA*                                                    3,500          3,500
                                                                                                       -------        -------
                                                                                                        14,900         14,900
                                                                                                       -------        -------
Utah  (0.1%):
        800                800  West Valley City Industrial Development Revenue
                                Authority, Johnson Matthey Inc. Project, 5.00%,
                                11/1/11*                                                    800                           800
                                                                                        -------                       -------
Washington  (0.5%):
               1,250     1,250  Health Care Facilities, Fred Hutchinson, Series A,
                                5.10%, 1/1/18, LOC: Morgan Guaranty*                                     1,250          1,250
               2,110     2,110  Health Care Facilities, Fred Hutchinson, Series B,
                                5.10%, 1/1/18, LOC: Morgan Guaranty*                                     2,110          2,110
                                                                                                       -------        -------
                                                                                                         3,360          3,360
                                                                                                       -------        -------
Wyoming  (1.4%):
               6,200     6,200  Sublette County, PCR, 5.10%, 7/1/17, GTY: Exxon*                         6,200          6,200
      4,300              4,300  Sweetwater County, PCR, Refunding, Idaho Power Co.,
                                Project C, 5.10%, 7/15/26*                                4,300                         4,300
                                                                                          4,300          6,200         10,500
                                                                                        -------        -------        -------
Total Daily Demand Notes                                                                  9,800         51,160         60,960
                                                                                        -------        -------        -------

MONTHLY DEMAND NOTES  (3.1%):

Hawaii  (0.2%):
      1,560              1,560  State Department of Budget & Finance, Kuakini
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>

THE ONE GROUP MUNICIPAL MONEY FUND / MARQUIS TAX EXEMPT MONEY MARKET FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>

                       PROFORMA                                                                                     PROFORMA
  MARQUIS   ONE GROUP  COMBINED                                                          MARQUIS      ONE GROUP     COMBINED
 PRINCIPAL  PRINCIPAL  PRINCIPAL                                                        AMORTIZED     AMORTIZED     AMORTIZED
  AMOUNT      AMOUNT    AMOUNT                SECURITY DESCRIPTION                        COST          COST          COST
 ----------  --------  -------- -----------------------------------------------------   ---------     ---------     ---------
<S><C>

                                Medical Center Project, 3.80%, 7/1/04*                    1,560                         1,560
                                                                                        -------                       -------
Indiana  (2.0%):
              14,800    14,800  Gary Environmental Improvement Revenue, U.S.
                                Steel Corp. Project, 4.05%, 7/15/02, LOC: Bank
                                of Nova Scotia*                                                         14,800         14,800
                                                                                                       -------        -------
Missouri  (0.3%):
      2,065              2,065  Osage Beach, Industrial Development Authority,
                                Health Care Realty, 4.05%, 1/1/11*                        2,065                         2,065
                                                                                        -------                       -------
Ohio  (0.2%):
      1,300              1,300  Columbus Electrical Systems Revenue, 3.70%, 9/1/09*       1,300                         1,300
                                                                                        -------                       -------
Tennessee  (0.3%):
        360                360  Franklin County Health & Education Facilities
                                Revenue, 3.80%, 9/1/10*                                     360                           360
      1,800              1,800  Knox County Industrial Development Board,
                                Weisgarber Partners, 3.95%, 12/1/14*                      1,800                         1,800
                                                                                        -------                       -------
                                                                                          2,160                         2,160
                                                                                        -------                       -------
West Virginia  (0.1%):
        800                800  Wood County Industrial Devlopment Revenue
                                Authority, AGA Gas Inc. Project, 3.90%, 10/1/98*            800                           800
                                                                                        -------                       -------
Total Monthly Demand Notes
                                                                                          7,885         14,800         22,685
                                                                                        -------        -------        -------

MUNICIPAL NOTES  (18.7%):
California  (2.5%):
      3,250   15,000    18,250  State Revenue Anticipation Notes, 4.50%, 6/30/98          3,261         15,048         18,309
                                                                                        -------        -------        -------
Colorado  (1.4%):
              10,000    10,000  State General Fund, Series A, 4.50%, 6/26/98                            10,031         10,031
                                                                                                       -------        -------
Idaho  (0.3%):
               2,500     2,500  State Tansportation, GO, 4.63%, 6/30/98                                  2,509          2,509
                                                                                                       -------        -------
Illinois  (0.1%):
        295                295  Elgin, GO, Series A, 7.13%, 1/1/98                          295                           295
        750                750  Kendall and Kane Counties, Community School
                                Districts Number 115, Yorkville Tax Anticipation
                                Notes, 4.40%, 1/21/98                                       750                           750
                                                                                        -------                       -------
                                                                                          1,045                         1,045
                                                                                        -------                       -------
Indiana  (1.0%):
      1,000              1,000  Benton, Community School Corp., Tax Anticipation
                                Warrants, 4.25%, 12/31/98                                 1,002                         1,002
        819                819  Bond Bank, Advance Funding Notes, 4.00% 1/21/98             819                           819
        885                885  Hammond Local Public Improvement, Advance Funding
                                Program Notes, Series A-1, 3.75%, 7/9/98                    885                           885
      1,000              1,000  Perry Township, Multiple School Building
                                Corporation Revenue, 4.00%, 6/25/98                       1,000                         1,000
        250                250  Purdue University, Student Fee Revenue, 6.10%,
                                7/1/98                                                      253                           253
      2,000              2,000  Residential Apartments, 1 Portfolio Cert. Trust
                                1996, Series A, 4.30%, 12/1/02                            2,000                         2,000
      1,500              1,500  State Advance Funding Notes, 3.90% 2/2/98                 1,500                         1,500
                                                                                        -------                       -------
                                                                                          7,459                         7,459
                                                                                        -------                       -------
Kansas  (0.1%):
        940                940  Shawnee County, Tax Anticipation, Notes Series 1,
                                4.25%, 2/1/98                                               940                           940
                                                                                        -------                       -------
Louisiana  (0.1%):
        501                501  State Recovery District Sales Tax, 4.25%, 7/1/98            501                           501
                                                                                        -------                       -------
Maine  (0.2%):
      1,600              1,600  Health and Higher Education Facilities, New
                                England Incorporated Series C, 3.70%, 12/1/25*            1,600                         1,600
                                                                                        -------                       -------
Massachusetts  (0.6%):
        800                800  Brockton GO, Revenue Anticipation Notes, 4.50%,
                                6/30/98                                                     801                           801
      1,200              1,200  Fall River, Anticipation Notes, 4.25%, 6/15/98            1,201                         1,201
      1,000              1,000  Holyoke, Anticipation Notes, 4.25%, 3/6/98                1,001                         1,001
      1,000              1,000  New England Education Loan Marketing Corporation
                                Refunding, Student Loans Series C, 4.75%, 7/1/98          1,003                         1,003
                                                                                        -------                       -------
                                                                                          4,006                         4,006
                                                                                        -------                       -------
Michigan  (2.9%):
        105                105  Grand Rapids, Water Supply Revenue, Series 1988,
                                7.88%, 1/1/18, Callabe 1/1/98 @ 102                         107                           107
        370                370  Kent Hospital Finance Authority, 6.50% 1/1/98               370                           370
     20,000             20,000  State Note, GO, 4.50%, 9/30/98                                          20,108         20,108
                                                                                        -------        -------        -------
                                                                                            477         20,108         20,585
                                                                                        -------        -------        -------
New Jersey  (0.1%):
      1,000              1,000  Ventnor City, Anticipation Notes, Series A,
                                4.25%, 4/30/98                                            1,000                         1,000
                                                                                        -------                       -------
New Mexico  (1.4%):
              10,000    10,000  State Tax & Revenue Anticipation Notes, 4.50%,
                                6/30/98                                                                 10,031         10,031
                                                                                                       -------        -------
New York  (0.5%):
        500                500  Freeport, Tax and Revenue Anticipation Notes,
                                4.25%, 6/29/98                                              500                           500
        500                500  Lindenhurst, Tax and Revenue Anticipation Notes,
                                4.25%, 6/24/98                                              501                           501
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS

<PAGE>

THE ONE GROUP MUNICIPAL MONEY FUND / MARQUIS TAX EXEMPT MONEY MARKET FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>

                       PROFORMA                                                                                     PROFORMA
  MARQUIS   ONE GROUP  COMBINED                                                          MARQUIS      ONE GROUP     COMBINED
 PRINCIPAL  PRINCIPAL  PRINCIPAL                                                        AMORTIZED     AMORTIZED     AMORTIZED
  AMOUNT      AMOUNT    AMOUNT                SECURITY DESCRIPTION                        COST          COST          COST
 ----------  --------  -------- -----------------------------------------------------   ---------     ---------     ---------
<S><C>

        700                700  Nassau County, Revenue Anticipation Notes, 4.25%,
                                10/31/98                                                    701                           701
      1,000              1,000  North Hempstead, Anticipation Notes, Series A,
                                4.00% 1/29/98                                             1,000                         1,000
        750                750  North Hempstead, Anticipation Notes, Series C,
                                4.38% 5/6/98                                                750                           750
                                                                                        -------                       -------
                                                                                          3,452                         3,452
                                                                                        -------                       -------
North Dakota  (0.1%):
        215                215  Grand Forks Sales Tax Revenue, Aurora Project,
                                Series A, 3.80%, 6/15/98                                    215                           215
                                                                                        -------                       -------
Ohio  (0.1%):
      1,000              1,000  Warren Anticipation Notes, Series 2, 4.70%,
                                1/13/98                                                   1,000                         1,000
                                                                                        -------                       -------
Pennsylvania  (0.2%):
      1,000              1,000  Norristown, Tax and Revenue Anticpation Notes,
                                4.05%, 12/31/98                                           1,000                         1,000
        750                750  Philadelphia School District Authority, Tax &
                                Revenue Anticipation Notes, 4.50%, 6/30/98                  752                           752
                                                                                        -------                       -------
                                                                                          1,752                         1,752
                                                                                        -------                       -------
South Carolina  (0.1%):
        500                500  State Institution, Go, Series B, 7.00%, 4/1/98              504                           504
                                                                                        -------                       -------
Tennessee  (0.1%):
        505                505  Germantown Refunding, 3.80%, 1/1/98                         505                           505
        500                500  Nashville & Davidson County, Metro Government
                                Water and Sewer Revenue, 5.70%, 4/1/98                      502                           502
                                                                                        -------                       -------
                                                                                          1,007                         1,007
                                                                                        -------                       -------
Texas  (1.6%):
        200                200  Bexar County Detention Facilities, GO, 7.25%,
                                6/15/98                                                     203                           203
        290                290  San Antonio River Authority Import Revenue,
                                6.55%, 7/1/98                                               294                           294
        825                825  School District Limited Tax Obligation, Texas
                                Association of School Boards, Series D, 4.00%,
                                2/15/98                                                     825                           825
              10,000    10,000  State Tax & Revenue Anticipation Notes, Series
                                97A, 4.75%, 8/31/98                                                     10,058         10,058
                                                                                        -------        -------        -------
                                                                                          1,322         10,058         11,380
                                                                                        -------        -------        -------
Wisconsin  (5.2%):
        475                475  Clinton Community School District, Tax and
                                Revenue Anticipation Note, 4.19%, 8/31/98                   475                           475
        500                500  Cudahy School District, Tax and Revenue
                                Anticipation Note, 4.19%, 9/29/98                           500                           500
        775                775  Fox Point and Bayside Joint School District,
                                Unlimited Tax, GO, 4.20%, 4/10/98                           775                           775
              11,405    11,405  Green Bay, Area Public School District, 3.84%,
                                2/2/98                                                                  11,405         11,405
        1,000            1,000  Janesville Promissary Notes, 4.70%, 6/1/98                1,003                         1,003
          380              380  Janesville Unlimited Tax, GO, Water Utility
                                Improvements, 4.80%, 6/1/98                                 381                           381
        1,350            1,350  Menasha JT School District, 4.25% 10/13/98                1,352                         1,352
          315              315  Middletown Cross Plains Area School District,
                                4.88%, 4/1/98                                               316                           316
        1,000            1,000  Oregon School District, Tax and Revenue
                                Anticipation Notes, 4.22%, 9/16/98                        1,001                         1,001
              20,000    20,000  State Operating Notes, 4.50%, 6/15/98                                   20,059         20,059
                                                                                        -------        -------        -------
                                                                                          5,803         31,464         37,267
                                                                                        -------        -------        -------
Wyoming  (0.1%):
          265              265  University of Wyoming, Revenue Refunding,
                                4.00%, 6/1/98                                               265                           265
                                                                                        -------                       -------
Total Municipal Notes                                                                    35,609         99,249        134,858
                                                                                        -------        -------        -------

PUT BONDS  (3.4%):
Arizona  (0.8%):
               6,000     6,000  Cochise County, PCR, Arizona Electric Power Corp.,
                                Series A, AMT, 3.80%, 9/1/24                                             6,000          6,000
                                                                                                       -------        -------
Missouri  (0.6%):
               4,175     4,175  State Environmental Improvement & Energy, Union
                                Electric Co., Series B, 3.95%, 6/1/14, LOC:
                                Union Bank of Switzerland                                                4,175          4,175
                                                                                                       -------        -------
North Dakota  (0.3%):
               2,100     2,100  Mercer County, Solid Waste Disposal Revenue,
                                National Rural Utility Power Project, Series U,
                                3.80%, 12/1/18                                                           2,100          2,100
                                                                                                       -------        -------
Ohio  (1.5%):
        380                380  Bellevue, Revenue Bonds, Bellevue Hospital
                                Project, 3.85%, 3/1/17*                                     380                           380
              11,000    11,000  Housing Finance Agency, Series 1997 A-2, ATM,
                                3.65%, 3/2/98, GIC: AIG                                                 11,000         11,000
                                                                                        -------        -------        -------
                                                                                            380         11,000         11,380
                                                                                        -------        -------        -------
Pennsylvania  (0.2%):
      1,200              1,200  State Higher Education Facility Authority, Thomas
                                Jefferson University, Series B, 3.80%, 2/18/98            1,200                         1,200
                                                                                        -------                       -------
Total Put Bonds                                                                           1,580         23,275         24,855
                                                                                        -------        -------        -------

SEMI ANNUAL DEMAND NOTES (0.4%):

Florida  (0.1%):
        530                530  Orange County Industrial Development Authority,
                                Orlando Hawaiian Motel Company, 3.90%, 10/1/15*             530                           530
                                                                                        -------                       -------
Michigan  (0.1%):
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>

THE ONE GROUP MUNICIPAL MONEY FUND / MARQUIS TAX EXEMPT MONEY MARKET FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>

                       PROFORMA                                                                                     PROFORMA
  MARQUIS   ONE GROUP  COMBINED                                                          MARQUIS      ONE GROUP     COMBINED
 PRINCIPAL  PRINCIPAL  PRINCIPAL                                                        AMORTIZED     AMORTIZED     AMORTIZED
  AMOUNT      AMOUNT    AMOUNT                SECURITY DESCRIPTION                        COST          COST          COST
 ----------  --------  -------- -----------------------------------------------------   ---------     ---------     ---------
<S><C>

        620                620  Oakland County, Economic Development Corp.,
                                Limited Obligation Revenue, Corners Shopping
                                Center, 3.65%, 8/1/15*                                      620                           620
                                                                                        -------                       -------
Minnesota  (0.1%):
        325                325  Hutchinson Economic Development Authority
                                Revenue, Diversified Developer Project, 3.85%,
                                8/15/06, Callable 2/16/98 @ 100                             325                           325
                                                                                        -------                       -------
Ohio  (0.0%):
        260                260  Clermont County, Economic Development Revenue,
                                Eastmark Center Association Project, 3.80%,
                                12/1/09*                                                    260                           260
                                                                                        -------                       -------
South Carolina  (0.1%):
      1,000              1,000  Charleston Center Mortgage Authority,
                                Adjustable Rate Certificate Project, 3.75%,
                                3/1/02                                                    1,000                         1,000
                                                                                        -------                       -------
Texas  (0.0%):
        125                125  Corpus Christi, Industrial Development Authority,
                                Air Inventory Co. Project, 3.90%, 8/1/11*                   125                           125
                                                                                        -------                       -------
Wyoming  (0.0%):
        250                250  Cheyenne County, Revenue Refunding, Holiday Inn
                                Project, 3.90%, 10/1/10*                                    250                           250
                                                                                        -------                       -------
Total Semi Annual Demand Notes                                                            3,110                         3,110
                                                                                        -------                       -------

TAX FREE COMMERCIAL PAPER (6.7%):

Alabama  (2.0%):
               5,000     5,000  Phenix IDR, Mead Paper, AMT, 3.75%, 1/26/98,
                                LOC: ABN AMRO                                                            5,000          5,000
               5,000     5,000  Phenix IDR, Mead Paper, AMT, 3.80%, 2/2/98,
                                LOC: ABN AMRO                                                            5,000          5,000
               4,000     4,000  Phenix IDR, Mead Paper, AMT, 3.80%, 2/2/98,
                                LOC: ABN AMRO                                                            4,000          4,000
                                                                                                       -------        -------
                                                                                                        14,000         14,000
                                                                                                       -------        -------
Arizona  (0.3%):
               2,000     2,000  Mesa  Municipal Development Corp., 3.70%, 1/15/98,
                                LOC: West Deutsche Landesbank                                            2,000          2,000
                                                                                                       -------        -------
Illinois  (0.1%):
      1,000              1,000  Education Facilities Authority, 3.75%, 4/7/98             1,000                         1,000
                                                                                        -------                       -------
Michigan  (1.0%):
               7,500     7,500  State Builders Authority Revenue, 3.75%, 3/2/98,
                                LOC: CIBC                                                                7,500          7,500
                                                                                                       -------        -------
Ohio  (1.2%):
               5,100     5,100  Air Quality Development Authority, CEI, 3.80%,
                                1/14/98, FGIC                                                            5,100          5,100
               3,500     3,500  Water Development Authority, CEI, 3.75%, 2/2/98, FGIC                    3,500          3,500
                                                                                                       -------        -------
                                                                                                         8,600          8,600
                                                                                                       -------        -------
Pennsylvania  (0.8%):
               6,100     6,100  Delaware IDR, Philadelphia Electric, 3.70%,
                                1/21/98, FGIC                                                            6,100          6,100
                                                                                                       -------        -------
Texas  (0.7%):
               5,000     5,000  Brazos River Utilities, AMT, 3.80%, 2/6/98, LOC:
                                Union Bank of Switzerland                                                5,000          5,000
                                                                                                       -------        -------
West Virginia  (0.6%):
               4,500     4,500  State Public  Authority Energy Revenue, Morgantown
                                Assoc. Project, AMT, 3.90%, 2/9/98, LOC: Swiss Bank                      4,500          4,500
                                                                                                       -------        -------
Total Tax Free Commercial Paper                                                           1,000         47,700         48,700
                                                                                        -------        -------        -------

WEEKLY DEMAND NOTES (59.4%)::

Alabama  (0.2%):
      1,095              1,095  State Housing Finance Authority, Multifamily
                                Residential Development Series B, 3.95%, 12/1/14*         1,095                         1,095
                                                                                        -------                       -------
Alaska  (0.8%):
               5,900     5,900  Anchorage, Higher Education Revenue, Alaska
                                Pacific University, 3.75%, 7/1/17, LOC:
                                Seattle-First National Bank*                                             5,900          5,900
                                                                                                       -------        -------
Arizona  (0.1%):
        500                500  Tuscon Industrial Development Authorithy,
                                Tuscon City Center Parking Garage Project, 4.28%,
                                6/1/15*                                                     500                           500
                                                                                        -------                       -------
Arkansas  (1.5%):
               8,100     8,100  Clark County, Solid Waste Disposal Revenue,
                                Reynolds Metals Co. Project, AMT, 3.95%, 8/1/22,
                                LOC: Trust Co. Bank*                                                     8,100          8,100
               2,900     2,900  Clark County, Solid Waste Disposal, AMT, 3.95%,
                                8/1/22, LOC: SunTrust Bank                                               2,900          2,900
                                                                                                       -------        -------
                                                                                                        11,000         11,000
                                                                                                       -------        -------
Colorado  (2.3%):
               3,000     3,000  Housing Finance Authority, Pool I, Series B,
                                Coventry Village, 3.85%, 10/15/16, FNMA*                                 3,000          3,000
      2,150              2,150  Housing Financing Authority, Cambray Park
                                Project, 4.25%, 5/1/15*                                   2,150                         2,150
      1,500              1,500  Smith Creek Metropolitan District Authority,
                                4.20%, 10/1/35*                                           1,500                         1,500
               2,500     2,500  Student Obligation Bond Authority, 90-A, AMT,
                                3.75%, 9/1/24, SLMA*                                                     2,500          2,500
               5,600     5,600  Student Obligation Bond Authority, AMT, 3.75%,
                                7/1/20, SLMA*                                                            5,600          5,600
      1,860              1,860  Woodstream Housing Financial Authority, 4.25%,
                                6/1/05*                                                   1,860                         1,860
                                                                                        -------        -------        -------
                                                                                          5,510         11,100         16,610
                                                                                        -------        -------        -------
District of Columbia  (1.3%):
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>

THE ONE GROUP MUNICIPAL MONEY FUND / MARQUIS TAX EXEMPT MONEY MARKET FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>

                       PROFORMA                                                                                     PROFORMA
  MARQUIS   ONE GROUP  COMBINED                                                          MARQUIS      ONE GROUP     COMBINED
 PRINCIPAL  PRINCIPAL  PRINCIPAL                                                        AMORTIZED     AMORTIZED     AMORTIZED
  AMOUNT      AMOUNT    AMOUNT                SECURITY DESCRIPTION                        COST          COST          COST
 ----------  --------  -------- -----------------------------------------------------   ---------     ---------     ---------
<S><C>

               9,705     9,705  Metro Washington D.C. Airports Authority
                                Trust Receipts, 4.30%, 10/1/16, LIQ: Societe
                                General*                                                                 9,705          9,705
                                                                                                       -------        -------
Florida  (2.4%):
      1,425              1,425  Brevard County Housing Finance Authority
                                Revenue, Park Village & Malobar Lakes Project,
                                3.85%, 12/1/10*                                           1,425                         1,425
        825                825  Lee County Industrial Development Authority,
                                Christ Mission-Shell Point Villiage, 4.07%,
                                4/1/10*                                                     825                           825
      2,450              2,450  Putnam County Pollution Control Revenue,
                                Seminole Electric H-2, 3.85%, 3/15/14*                    2,450                         2,450
              10,000    10,000  State Housing Finance Authority, Woodlands Apt.
                                Project 85S, 3.65%, 12/1/17, LOC: Citibank*                             10,000         10,000
        430                430  State Multi-Family Housing Finance Authority,
                                Lakeside Project, Series B, 4.28%, 8/1/06*                  430                           430
      2,395              2,395  State, Gulf Coast University, 4.15%, 8/1/27*              2,395                         2,395
                                                                                        -------        -------        -------
                                                                                          7,525         10,000         17,525
                                                                                        -------        -------        -------
Georgia  (4.8%):
        700                700  De Kalb County Industrial Development Authority,
                                4.40%, 2/1/03*                                              700                           700
              13,000    13,000  De Kalb Private Hospital Authority Revenue,
                                Egleston Children's Hospital, Series A, 3.70%,
                                3/1/24, LOC: SunTrust Bank*                                             13,000         13,000
               3,735     3,735  Gwinnett County Housing Authority, Herrington
                                Woods Apts., Series 96A, AMT,4.31%, 9/15/26,
                                LOC: KeyBank*                                                            3,735          3,735
      2,500              2,500  Marietta Multi-Family Revenue Authority, Franklin
                                Walk Apartments Project, 3.80%, 8/1/08*                   2,500                         2,500
              15,000    15,000  Municipal Electric Authority, 3.85%, 1/1/26,
                                LOC: ABN-AMRO*                                                          15,000         15,000
                                                                                        -------        -------        -------
                                                                                          3,200         31,735         34,935
                                                                                        -------        -------        -------
Hawaii  (0.1%):
                                State Multifamily Housing Authority, Tropicana
      1,000              1,000  West Project, Series A, 3.80%, 8/1/10                     1,000                         1,000
                                                                                        -------                       -------
Idaho  (0.2%):
      1,025              1,025  Nez Perce County Pollution Control Revenue,
                                4.05%, 2/1/14*                                            1,025                         1,025
                                                                                        -------                       -------
Illinois  (8.4%):
              11,300    11,300  Chicago O'Hare International Airport Revenue,
                                Second Lien, Series B, AMT, 3.75%, 1/1/18, LOC:
                                Societe Generale*                                                       11,300         11,300
               5,200     5,200  Development Finance Authority Revenue, Aurora
                                Central Catholic High School, 4.00%, 4/1/24, LOC:
                                Nothern Trust*                                                           5,200          5,200
      1,000              1,000  Development Finance Authority Revenue, Casa Central
                                Padres Project, 4.23%, 8/1/26*                            1,000                         1,000
      3,000              3,000  Development Finance Authority Revenue, Catholic
                                Charities Housing Project, Series B, 4.05%, 1/1/28*       3,000                         3,000
               3,700     3,700  Development Finance Authority Revenue,
                                Presbyterian Home Lake Forrest Place Project,
                                4.00%, 9/1/31, LOC: LaSalle National Bank*                               3,700          3,700
               4,500     4,500  Development Finance Authority Revenue, Roosevelt
                                University Project, 4.00%, 4/1/25, LOC: American
                                National Bank*                                                           4,500          4,500
               5,900     5,900  Development Finance Authority Revenue, Special
                                Facility, Little City Foundation, 4.00%, 2/1/19,
                                LOC: LaSalle National Bank*                                              5,900          5,900
               1,625     1,625  Development Finance Authority Revenue, St. Pauls,
                                House Project, 4.00%, 2/1/25, LOC: LaSalle
                                National Bank*                                                           1,625          1,625
      1,300              1,300  Development Financial Authority Revenue, Series
                                84, 4.29%, 12/1/09*                                       1,300                         1,300
      1,000              1,000  Development Financial Authority Revenue, Village
                                of Oak Park Residence, 4.10%, 9/1/26*                     1,000                         1,000
      1,700              1,700  Health Facility Authority Revenue, Advocate Health
                                Care Project, Series B, 3.80%, 8/15/22*                   1,700                         1,700
      1,700              1,700  Health Facility Authority Revenue, Central Health &
                                Community Project, Series C, 4.00%, 10/1/15*              1,700                         1,700
      1,500              1,500  Health Facility Authority Revenue, Pekin Memorial
                                Hospital Project, 4.20%, 8/15/17*                         1,500                         1,500
               3,000     3,000  Health Facility Authority Revenue, Washington &
                                Jane Smith Home, 3.85%, 7/1/26, LOC: Comerica Bank*                      3,000          3,000
               7,640     7,640  Jacksonville Industrial Project Revenue, AGI, Inc.
                                Project, AMT, 4.25%, 2/1/26, LOC: Bank of America*                       7,640          7,640
               1,230     1,230  Lombard IDR, Chicago Roll Co. Project, 4.45%,
                                2/1/10, LOC: American National Bank*                                     1,230          1,230
        200                200  McCook, Revenue, St. Andrew Society Project Ser.
                                1996 A, 4.10%, 12/1/21                                      200                           200
        600   2,000      2,600  Orland Hills, Mulit-Family Mortgage Revenue, 88th
                                Avenue Project, 4.00%, 12/1/04, LOC: LaSalle
                                National Bank*                                              600          2,000          2,600
               2,500     2,500  Regional Transportation Authority Trust Receipts,
                                4.25%, 6/1/25, LIQ: Societe Generale*                                    2,500          2,500
                                                                                        -------        -------        -------
                                                                                         12,000         48,595         60,595
                                                                                        -------        -------        -------
Indiana  (7.2%):
      2,400              2,400  Fort Wayne Hospital Authority, Parkview Memorial
                                Hospital, Series B, 3.65%, 1/1/16*                        2,400                         2,400
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>

THE ONE GROUP MUNICIPAL MONEY FUND / MARQUIS TAX EXEMPT MONEY MARKET FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>

                       PROFORMA                                                                                     PROFORMA
  MARQUIS   ONE GROUP  COMBINED                                                          MARQUIS      ONE GROUP     COMBINED
 PRINCIPAL  PRINCIPAL  PRINCIPAL                                                        AMORTIZED     AMORTIZED     AMORTIZED
  AMOUNT      AMOUNT    AMOUNT                SECURITY DESCRIPTION                        COST          COST          COST
 ----------  --------  -------- -----------------------------------------------------   ---------     ---------     ---------
<S><C>

              14,600    14,600  Health Facility Financing Authority,
                                Rehabilitation Hospital, Inc., 3.70%,
                                11/1/20, LOC: National Bank of Detroit*                                 14,600         14,600
               2,300     2,300  Health Facility Financing Authority Revenue,
                                Capital Access Designated Pool, 3.75%, 12/1/02,
                                LOC: Comercia Bank*                                                      2,300          2,300
      2,000              2,000  Health Facility Funding Revenue, Community
                                Hartsfield Village Project, Series B, 4.00%,
                                8/15/27*                                                  2,000                         2,000
               5,400     5,400  Hospital Equipment Financing Authority, Revenue
                                Insured, Series A, 3.75%, 12/1/15, MBIA                                  5,400          5,400
               5,600     5,600  Indianapolis Economic Development Revenue,
                                Children's Museum Project, 4.15%, 10/1/25,
                                LOC: National Bank of Detroit*                                           5,600          5,600
               3,450     3,450  Jasper Economic Development Revenue, Best Chairs,
                                Inc. Project, AMT, 4.40%, 3/1/19, LOC: PNC Bank*                         3,450          3,450
              16,200    16,200  Rockport, PCR, Indiana & Michigan Electric Co.,
                                Series A, 3.85%, 8/1/14, LOC: Swiss Bank*                               16,200         16,200
                                                                                        -------        -------        -------
                                                                                          4,400         47,550         51,950
                                                                                        -------        -------        -------
Kentucky  (0.7%):
        490                490  Calloway County Fire Revenue Bond, 4.22%,
                                12/1/31*                                                    490                           490
        455                455  Covington Industrial Building Revenue Authority,
                                Atkins & Pearce Inc. Project, 4.20%, 4/1/05*                455                           455
        750                750  Louisville Industrial Development Revenue,
                                Zeochem Project, 4.00%, 9/1/01*                             750                           750
               3,500     3,500  Mayfield, League of Cities Lease Finance Program
                                96, 3.90%, 7/1/26, LOC: PNC Bank*                                        3,500          3,500
                                                                                        -------        -------        -------
                                                                                          1,695          3,500          5,195
                                                                                        -------        -------        -------
Louisiana  (0.7%):
      2,300              2,300  New Orleans Industrial Development Board,
                                Spectrum Control Technology Project, 4.25%,
                                3/1/07*                                                   2,300                         2,300
      2,700              2,700  Public Facilities, Sisters of Charity, 3.70%,
                                7/1/23*                                                   2,700                         2,700
                                                                                        -------                       -------
                                                                                          5,000                         5,000
                                                                                        -------                       -------
Michigan  (5.0%):
              19,500    19,500  Higher Education Student Loan, Series B, AMT,
                                3.75%, 10/1/13, AMBAC*                                                  19,500         19,500
        800                800  Jackson County, Economic Development Corp.
                                Ltd, Thrifty Leoni Inc. Project, 4.28%, 12/1/14*            800                           800
               1,560     1,560  State Strategic Fund, Limited Obligation, Wayne
                                Disposal Oakland                                                         1,560          1,560
                                Project, AMT, 4.00%, 3/1/05, LOC: Credit Suisse-
                                First Boston*
              13,940    13,940  Wayne County Airport Revenue (Detroit Airport),
                                Series B, AMT, 3.75%, 12/1/16, LOC: Bayerische
                                Landesbank*                                                             13,940         13,940
                                                                                        -------        -------        -------
                                                                                            800         35,000         35,800
                                                                                        -------        -------        -------
Minnesota  (0.2%):
      1,530              1,530  Roseville Multifamily Housing Revenue, Rosepointe
                                II Project, 4.25%, 10/1/27*                               1,530                         1,530
                                                                                        -------                       -------
Missouri  (0.4%):
      1,965              1,965  Kansas City Industrial Development Hospital
                                Authority Revenue, Baptist Health System
                                Project, Series A, 4.00%, 8/1/18*                         1,965                         1,965
        965                965  Saint Louis Industrial Revenue, Kinder Care,
                                Series C, 3.90%, 2/1/01*                                    965                           965
                                                                                        -------                       -------
                                                                                          2,930                         2,930
                                                                                        -------                       -------
Nebraska  (0.1%):
      1,020              1,020  Hamilton County Industrial Development Revenue,
                                The Iams Co. Project, 4.25%, 7/1/05, Callable
                                2/1/98 @ 100*                                             1,020                         1,020
                                                                                        -------                       -------
Nevada  (5.4%):
              11,200    11,200  Clark County, IDR, Nevada Power Co. Project,
                                Series A, 3.95%, 10/1/30, LOC: Barclays Bank*                           11,200         11,200
               5,000     5,000  Clark County, Limited Tax GO, 1996 Las Vegas
                                Convention Trust Receipts, 4.25%, 7/1/26, FSA,
                                LIQ: Societe Generale*                                                   5,000          5,000
               2,215     2,215  Clark County, PCR, Nevada Power Co. Project,
                                Series C, 3.85%, 10/1/30, LOC: Barclays Bank*                            2,215          2,215
        375                375  Henderson Public Improvement Trust Mutlifamily
                                Housing Revenue Authority, Pueblo II Project,
                                Series B, 4.35%, 8/1/26                                     375                           375
               9,300     9,300  Lancaster County, Hospital Authority, Bryan
                                Memorial Hospital, 3.65%, 6/1/12, MBIA*                                  9,300          9,300
              11,000    11,000  Muninipal Securities Trust Receipts, SGB 31,
                                GO, 4.25%, 3/1/23, LIQ: Societe Generale*                               11,000         11,000
                                                                                        -------        -------        -------
                                                                                            375         38,715         39,090
                                                                                        -------        -------        -------
North Carolina  (0.2%):
      1,525              1,525  Beaufort County, Industrial Facility & Pollution
                                Control Authority, Texasgulf Inc. Project,
                                4.25%, 12/1/00                                            1,525                         1,525
                                                                                        -------                       -------
Ohio  (3.9%):
               3,500     3,500  Franklin County Hospital Revenue, Holy Cross
                                Health Systems, 4.15%, 6/1/16, LIQ: Morgan
                                Guaranty*                                                                3,500          3,500
        800                800  Loraine County Hospital Revenue Authority,
                                Elyria United Methodist Project, Series B,
                                4.00%, 6/1/12*                                              800                           800
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>

THE ONE GROUP MUNICIPAL MONEY FUND / MARQUIS TAX EXEMPT MONEY MARKET FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>

                       PROFORMA                                                                                     PROFORMA
  MARQUIS   ONE GROUP  COMBINED                                                          MARQUIS      ONE GROUP     COMBINED
 PRINCIPAL  PRINCIPAL  PRINCIPAL                                                        AMORTIZED     AMORTIZED     AMORTIZED
  AMOUNT      AMOUNT    AMOUNT                SECURITY DESCRIPTION                        COST          COST          COST
 ----------  --------  -------- -----------------------------------------------------   ---------     ---------     ---------
<S><C>

               7,900     7,900  State Air Quality Development Authority
                                Revenue, JMG Funding Ltd. Partnership,
                                Series A, AMT, 3.90%, 4/1/28, LOC: Societe
                                Generale*                                                                7,900          7,900
               5,300     5,300  State Air Quality Development Authority,
                                JMG Funding Ltd. Partnership, AMT, 3.90%,
                                4/1/29, LOC: Societe Generale*                                           5,300          5,300
               2,800     2,800  State Air Quality Development Revenue Bond,
                                Timken Co. Project, AMT, 3.70%, 6/1/01, LOC:
                                Credit Suisse*                                                           2,800          2,800
               2,000     2,000  State Water Development Authority, Timken Co.
                                Project, 3.70%, 6/1/01, LOC: Credit Suisse*                              2,000          2,000
               5,500     5,500  State Water Development Authority Revenue, Timken
                                Co. Project, 3.70%, 5/1/07, LOC: Wachovia Bank*                          5,500          5,500
                                                                                        -------        -------        -------
                                                                                            800         27,000         27,800
                                                                                        -------        -------        -------
Oklahoma (0.1%)::
      1,000              1,000  Muskogee Industrial Trust Revenue, Warmack-
                                Muskogee  Ltd., 4.20%, 12/1/15*                           1,000                         1,000
                                                                                        -------                       -------
Oregon  (0.2%):
      1,200              1,200  Hillsboro, Graduate Institute, 4.25%, 8/1/11*             1,200                         1,200
                                                                                        -------                       -------
Pennsylvania  (3.4%):
        100                100  Bucks County Industrial Development Authority,
                                Edgecomb Metals Project, 4.15%, 10/1/09                     100                           100
      1,500              1,500  Chester County, Health & Education Facilities
                                Authority, Barclay Friends Project, Series A,
                                3.70%, 8/1/25*                                            1,500                         1,500
      1,100             1,100   Clarion County, Industrial Development
                                Authority, Meritcare Inc. Project, Series A,
                                4.25%, 12/1/12*                                           1,100                         1,100
      5,000             5,000   Dauphin County, General Authority, Pooled
                                Finance, Project II, 3.90%, 9/1/32*                       5,000                         5,000
        100               100   Emmaus General Revenue Authority, 4.00%, 12/1/28*           100                           100
      5,400             5,400   Montgomery County, Higher Education and Health
                                Revenue Authority, Series A, 4.00%, 6/1/21*               5,400                         5,400
              10,115    10,115  New Castle Area Jameson Hospital, 3.85%, 7/1/26,
                                FSA*                                                                    10,115         10,115
      1,000             1,000   Schuylkill County Industrial Development Authority,
                                Gilberton Power Project, 3.70%, 12/1/02*                  1,000                         1,000
                                                                                        -------        -------        -------
                                                                                         14,200         10,115         24,315
                                                                                        -------        -------        -------
South Carolina  (0.2%):
               1,700     1,700  Cherokee County, Industrial Revenue, Oshkosh
                                Truck Corp. Project, AMT, 4.20%, 8/1/19, LOC:
                                Bank of Nova Scotia*                                                     1,700          1,700
                                                                                                       -------        -------
Tennessee  (0.7%):
      1,000              1,000  Jefferson County Industrial Development, Ball
                                Corp. Project, 4.40%, 4/1/98, LOC: PNC Bank*              1,000                         1,000
               3,800     3,800  Oak Ridge Industrial Development Board,
                                Economic Development Revenue, Limited
                                Obligation, 3.90%, 5/1/09, LOC: ABN AMRO*                                3,800          3,800
                                                                                        -------        -------        -------
                                                                                          1,000          3,800          4,800
                                                                                        -------        -------        -------
Texas  (5.3%):
              14,100    14,100  Capital Health Facilities Development Corp.,
                                Island on Lake Travis Ltd. Project, AMT, 3.75%,
                                12/1/16, LOC: Credit Suisse*                                            14,100         14,100
               4,000     4,000  Lower Colorado River Authority, Texas Electricity
                                Revenue, 3.65%, 1/1/13, MBIA*                                            4,000          4,000
              12,000    12,000  Panhandle Plains Higher Education Inc., Student
                                Loan Revenue, Series A, AMT, 3.75% 6/1/21, SMLA*                        12,000         12,000
               8,400     8,400  Panhandle Plains Higher Education Inc., Student
                                Loan Revenue, Series A, AMT, 3.75%, 6/1/23, SLMA*                        8,400          8,400
                                                                                                       -------        -------
                                                                                                        38,500         38,500
                                                                                                       -------        -------
Utah  (1.8%):
               1,200     1,200  Salt Lake City Airport Revenue, Sub Series A,
                                AMT 3.75%, 6/1/98, LOC: Credit Suisse*                                   1,200          1,200
      1,800              1,800  Salt Lake City Revenue Authority, Pooled Project,
                                3.65%, 1/1/20*                                            1,800                         1,800
              10,000    10,000  University Revenues, Auxiliary & Campus Facilities,
                                Series A, 3.85%, 4/1/27, LOC: Bank of Nova Scotia*                      10,000         10,000
                                                                                        -------        -------        -------
                                                                                          1,800         11,200         13,000
                                                                                        -------        -------        -------
Washington  (0.9%):
               3,925     3,925  Pierce County, NN Banking Co., AMT, 4.30%, 7/1/03,
                                LOC: U.S. Bank of Washington*                                            3,925          3,925
               2,500     2,500  State GO, Municipal Securities, Trust Receipts,
                                4.25%, 7/1/16, LIQ: Societe Generale*                                    2,500          2,500
                                                                                                       -------        -------
                                                                                                         6,425          6,425
                                                                                                       -------        -------
West Virginia  (0.9%):
               2,300     2,300  Marion County Community Solid Waste Disposal
                                Facility Revenue, Grant Town, AMT, 3.80%,
                                10/1/17, LOC: National Westminister*                                     2,300          2,300
               4,500     4,500  Marion County Community Solid Waste Disposal
                                Facility Revenue, Grant Town, AMT, 3.75%,
                                10/1/17, LOC: National Westminister*                                     4,500          4,500
                                                                                                       -------        -------
                                                                                                         6,800          6,800
                                                                                                       -------        -------
Total Weekly Demand Notes                                                                71,130        358,340        429,470
                                                                                        -------        -------        -------
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>

THE ONE GROUP MUNICIPAL MONEY FUND / MARQUIS TAX EXEMPT MONEY MARKET FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>

                       PROFORMA                                                                                     PROFORMA
  MARQUIS   ONE GROUP  COMBINED                                                          MARQUIS      ONE GROUP     COMBINED
 PRINCIPAL  PRINCIPAL  PRINCIPAL                                                        AMORTIZED     AMORTIZED     AMORTIZED
  AMOUNT      AMOUNT    AMOUNT                SECURITY DESCRIPTION                        COST          COST          COST
 ----------  --------  -------- -----------------------------------------------------   ---------     ---------     ---------
<S><C>
Total (Cost $724,638) (a)                                                               130,114        594,524        724,638
                                                                                        -------        -------        -------
                                                                                        -------        -------        -------
</TABLE>


_______________
Percentages indicated are based on net assets of $722,731.
 (a) Cost and value for frderal income tax and financial reporting purposes are
     the same.
   * Variable rate securities having liquidity agreements.  The interest rate,
     which will change periodically, is based upon an index of of market rates.
     The rate reflected on the Schedule of Portfolio Investments is the rate in
     effect at December 31, 1997.

 AMBAC          Insured by AMBAC Indemnity Corp.
 AMT            Alternative Minimum Tax Paper
 BAN            Bond Anticipation Notes
 FGIC           Insured by Financial Guaranty Insurance Corp.
 FSA            Insured by Financial Security Assurance
 GIC            Guaranteed Investment Contract
 GNMA           Government National Mortgage Association
 GO             Gereral Obligation
 GTY            Guaranty
 FNMA           Federal National Mortgage Association
 IDR            Industrial Development Revenue
 LIQ            Liquidity Agreement
 LOC            Letter of Credit
 MBIA           Insured by Municipal Bond Insurance Association
 PCR            Pollution Control Revenue
 SLMA           Student Loan Marketing Association

SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>


THE ONE GROUP GOVERNMENT BOND FUND / MARQUIS GOVERNMENT SECURITIES FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>

                       PROFORMA
  MARQUIS    ONE GROUP COMBINED                                                                                       PROFORMA
  SHARES OR  SHARES OR SHARES OR                                                          MARQUIS     ONE GROUP       COMBINED
  PRINCIPAL  PRINCIPAL PRINCIPAL                                                          MARKET        MARKET         MARKET
  AMOUNT       AMOUNT  AMOUNT                SECURITY DESCRIPTION                         VALUE         VALUE           VALUE
- -----------  --------- --------- ---------------------------------------------------    --------     ----------    -----------
<S><C>

CORPORATE OBLIGATIONS  (0.2%):
       600                 600   Anheuser Busch Co., Inc., 8.75%, 12/1/99                   630                           630
       500                 500   General Foods Corp., 6.00%, 6/15/01                        495                           495
       500                 500   Lehman Brothers Holdings, Inc., 6.38%, 6/1/98              501                           501
       500                 500   Pepsico, Inc., 7.63%, 12/18/98                             506                           506
                                                                                      ---------                     ---------
Total Corporate Obligations                                                               2,132                         2,132
                                                                                      ---------                     ---------

U.S. GOVERNMENT AGENCY MORTGAGES  (66.7%):
Federal Home Loan Mortgage Corp.  (27.6%):
        10                  10   7.00%, 4/1/00, Pool #253036                                 10                            10
               8,480     8,480   6.00%, 4/15/01, Gold Balloon, Pool # G50347                             8,430          8,430
     4,086               4,086   7.50%, 11/15/01, Pool #1318-JB, CMO                      4,168                         4,168
     1,925               1,925   6.70%, 5/15/05, Pool #1233-F, CMO                        1,939                         1,939
       673                 673   9.00%, 11/1/05, Pool # B0-0203                             703                           703
       920                 920   9.00%, 5/1/06, Series # B0-0282                            961                           961
               1,000     1,000   7.00%, 10/15/06, Series 1150, Class I                                   1,004          1,004
     3,425               3,425   7.00%, 9/15/07, Series 1457-PJ, CMO                      3,420                         3,420
     4,850               4,850   6.50%, 4/15/08, Pool #1489-I, CMO                        4,851                         4,851
               5,181     5,181   7.50%, 4/1/09, Gold Pool #E00315                                        5,346          5,346
              16,500    16,500   6.50%, 9/15/09, Series 1838 G, CMO                                     16,546         16,546
               4,152     4,152   8.50%, 1/1/10, Gold Pool #G10305                                        4,312          4,312
              30,000    30,000   6.50%, 7/1/12                                                          30,188         30,188
         4                   4   9.50%, 4/1/16, Pool #170161                                  5                             5
                 271       271   9.00%, 10/1/17, Gold Pool #A00756                                         290            290
                 201       201   9.00%, 4/1/18, Gold Pool #A01143                                          216            216
       503                 503   7.75%, 1/15/20, Pool #1136-F, CMO                          503                           503
                  62        62   9.00%, 10/1/20, Gold Pool #A01134                                          66             66
                  66        66   9.00%, 1/1/21, Gold Pool #A00948                                           71             71
                 500       500   7.25%, 2/15/21, Series 1464, CMO                                          510            510
                  59        59   9.00%, 4/1/21, Gold Pool #D04193                                           63             63
                  99        99   9.00%, 6/1/21, Gold Pool #A01017                                          106            106
                 103       103   9.00%, 7/1/21, Gold Pool #A01093                                          111            111
                  68        68   9.00%, 9/1/21, Gold Pool #D32271                                           72             72
                  53        53   9.00%, 11/1/21, Gold Pool #C00078                                          57             57
                 102       102   9.00%, 11/1/21, Gold Pool #D11191                                         109            109
                 108       108   9.00%, 11/1/21, Gold Pool #D11866                                         115            115
                 216       216   9.00%, 5/1/22, Gold Pool #D19203                                          231            231
                  76        76   9.00%, 5/1/22, Gold Pool #D19142                                           81             81
                 900       900   7.00%, 8/25/22, Series 13, Class PL                                       916            916
              10,000    10,000   5.50%, 9/15/22, Series 1367 - K                                         9,124          9,124
     5,200               5,200   6.50%, 11/15/22, Pool #1152                              5,129                         5,129
               3,845     3,845   7.00%, 4/15/23, Pool #348645                                            3,896          3,896
               6,680     6,680   10.00%, 10/15/23, Series 1591 E, CMO                                    7,593          7,593
               8,837     8,837   6.00%, 10/15/23, Series 1785A                                           8,522          8,522
              17,851    17,851   5.00%, 11/15/23, Series 1686 PG, CMO                                   16,979         16,979
               4,432     4,432   8.50%, 5/1/24, Gold Pool #G00229                                        4,676          4,676
               3,985     3,985   8.50%, 7/1/24, Gold Pool #C00354                                        4,175          4,175
               6,916     6,916   7.50%, 9/1/24, Gold Pool #D56307                                        7,108          7,108
               6,616     6,616   8.00%, 11/1/24, Gold Pool #C00376                                       6,870          6,870
               2,873     2,873   7.50%, 5/1/25, Gold Pool #D59996                                        2,952          2,952
               5,051     5,051   7.50%, 6/1/25, Gold Pool #C80321                                        5,192          5,192
               4,001     4,001   7.50%, 8/1/25, Gold Pool #C00414                                        4,111          4,111
               3,996     3,996   7.50%, 8/1/25, Gold Pool #C80334                                        4,106          4,106
               4,348     4,348   7.00%, 8/1/25, Gold Pool #C00418                                        4,404          4,404
               4,080     4,080   8.00%, 9/1/25, Gold Pool #D63705                                        4,233          4,233
               4,270     4,270   7.00%, 9/1/25, Gold Pool #D63303                                        4,324          4,324
               8,267     8,267   7.50%, 10/1/25, Gold Pool #C80349                                       8,489          8,489
               9,011     9,011   6.50%, 2/1/26, Gold Pool #D68098                                        8,929          8,929
               9,188     9,188   6.50%, 3/1/26, Gold Pool #G00453                                        9,105          9,105
              11,884    11,884   7.00%, 4/1/26, Gold Pool #D69810                                       12,017         12,017
              11,144    11,144   7.00%, 4/1/26, Gold Pool #D69811                                       11,269         11,269
               4,796     4,796   6.50%, 6/1/26, Pool #250575                                             4,744          4,744
              10,000    10,000   6.50%, 10/17/26, Series 1985, Class PL                                  9,815          9,815
                   -        -    7.00%, 3/1/27, Pool #D78691 (c)                                             -              -
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>
THE ONE GROUP GOVERNMENT BOND FUND / MARQUIS GOVERNMENT SECURITIES FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>
                       PROFORMA
  MARQUIS    ONE GROUP COMBINED                                                                                       PROFORMA
  SHARES OR  SHARES OR SHARES OR                                                          MARQUIS     ONE GROUP       COMBINED
  PRINCIPAL  PRINCIPAL PRINCIPAL                                                          MARKET        MARKET         MARKET
  AMOUNT       AMOUNT  AMOUNT                SECURITY DESCRIPTION                         VALUE         VALUE           VALUE
- -----------  --------- --------- ---------------------------------------------------    --------     ----------    -----------
<S><C>
                   -        -    7.00%, 4/1/27, Pool #C00512 (c)                                             -              -
              14,983    14,983   6.50%, 11/1/27, Pool # C00568                                          14,810         14,810
               9,900     9,900   7.00%, 12/1/27                                                          9,974          9,974
                                                                                      ---------      ---------      ---------
                                                                                         21,689        256,257        277,946
                                                                                      ---------      ---------      ---------
Federal National Mortgage Assoc.  (19.8%):
        98                  98   8.50%, 3/1/98, Pool #050418                                101                           101
         8                   8   8.50%, 3/1/98, Pool #115590                                  8                             8
               9,333     9,333   6.00%, 3/1/01, Pool #50783                                              9,222          9,222
       174                 174   7.00%, 9/1/02, Pool #250355                                176                           176
               8,275     8,275   7.00%, 4/1/03, Pool #303876                                             8,386          8,386
               1,282     1,282   7.50%, 5/1/03, Pool #347175                                             1,307          1,307
               2,617     2,617   7.50%, 7/1/03, Pool #250656                                             2,669          2,669
        61                  61   6.50%, 4/1/04, Pool #85019                                  60                            60
       100                 100   8.00%, 5/25/05, Series 1992-146 D, REMIC                   105                           105
               6,703     6,703   7.00%, 7/17/05, Series 97-26 GD                                         6,844          6,844
       150                 150   6.25%, 2/25/07, Series 1993-129 Class E, REMIC             151                           151
              10,000    10,000   6.70%, 6/19/07                                                         10,477         10,477
     2,000               2,000   7.35%, 6/25/07, Pool 1993-11-N                           2,010                         2,010
     2,892               2,892   7.00%, 9/1/07, Pool #185265                              2,935                         2,935
               3,769     3,769   7.00%, 4/1/08, Pool #211750                                             3,824          3,824
     1,000               1,000   6.25%, 1/25/09                                             989                           989
               8,000     8,000   6.00%, 6/25/09, Series 1994-86 PJ, CMO                                  7,802          7,802
               3,620     3,620   7.00%, 7/1/10, Pool #250326                                             3,694          3,694
               2,351     2,351   6.50%, 12/1/10, Pool #332301                                            2,362          2,362
              13,132    13,132   6.00%, 3/1/11, Pool #340683                                            12,985         12,985
                 943       943   6.25%, 2/25/13, Series 1993-2 PC, CMO                                     939            939
               3,596     3,596   6.35%, 8/25/13, Series 1993-225B VG, CMO                                3,581          3,581
               3,815     3,815   7.50%, 6/1/14, Pool #250081                                             3,918          3,918
               3,156     3,156   7.50%, 7/1/14, Pool #250082                                             3,241          3,241
                 146       146   10.00%, 10/1/16, Pool #70110                                              159            159
               7,109     7,109   10.00%, 9/1/17, Pool #303969                                            7,720          7,720
                 357       357   10.00%, 10/1/19, Pool #231675                                             389            389
              10,000    10,000   7.00%, 5/25/20, Pool #1990-57                                          10,103         10,103
                 252       252   10.00%, 7/1/20, Pool #050318                                              274            274
               5,584     5,584   6.50%, 5/25/21, Series 1992-205 K, CMO                                  5,539          5,539
               5,000     5,000   7.00%, 9/25/21, Series G92-64 K, CMO                                    5,057          5,057
                 567       567   10.00%, 11/1/21, Pool #208374                                             618            618
                 528       528   10.00%, 11/1/21, Pool #208372                                             576            576
       150     5,000     5,150   6.55%, 12/25/21, Pool #1993-137 PH, CMO                    151          5,025          5,176
               1,000     1,000   7.25%, 5/25/22, Series G93-9, Class K                                   1,007          1,007
                 800       800   7.50%, 7/25/22, Series G92-35, CMO                                        816            816
        51                  51   6.25%, 10/25/22, Pool #G92-61-B, REMIC                      51                            51
              10,785    10,785   6.50%, 2/17/23, Series #G94-12 C, CMO                                  10,424         10,424
               5,000     5,000   6.50%, 5/25/23, Series 1994-110 H, CMO                                  4,973          4,973
               9,094     9,094   6.35%, 12/25/23, Series 1994-43 PJ, CMO                                 8,844          8,844
               5,042     5,042   7.00%, 1/25/24, Series 1994-62 PJ, CMO                                  5,094          5,094
               7,998     7,998   7.00%, 2/1/24, Pool #190257                                             8,085          8,085
               3,114     3,114   9.00%, 12/1/24, Pool #353898                                            3,313          3,313
               3,832     3,832   7.50%, 6/1/25, Pool #312899                                             3,935          3,935
               4,294     4,294   7.00%, 8/1/25, Pool #315500                                             4,339          4,339
                 825       825   7.50%, 9/1/25, Pool #324749                                               846            846
               3,656     3,656   7.50%, 9/1/25, Pool #322899                                             3,751          3,751
              20,000    20,000   6.50%, 12/1/27, Pool #406732                                           19,744         19,744

                                                                                      ---------      ---------      ---------
                                                                                          6,737        191,882        198,619
                                                                                      ---------      ---------      ---------
Government National Mortgage Assoc.  (19.3%):
         2                   2   10.50%, 6/15/98, Pool #068842                                2                             2
                  11        11   10.00%, 9/15/00, Pool #138814                                              12             12
                   8         8   10.00%, 12/15/00, Pool #136214                                              8              8
                  34        34   8.50%, 6/15/01, Pool #166491                                               35             35
                   4         4   8.50%, 7/15/01, Pool #161997                                                4              4
                  48        48   9.50%, 9/15/01, Pool #180786                                               51             51
                   5         5   9.00%, 9/15/01, Pool #174330                                                5              5
                  66        66   9.00%, 9/15/01, Pool #166928                                               69             69
                  16        16   9.50%, 11/15/01, Pool #182995                                              17             17
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>

THE ONE GROUP GOVERNMENT BOND FUND / MARQUIS GOVERNMENT SECURITIES FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>
                       PROFORMA
  MARQUIS    ONE GROUP COMBINED                                                                                       PROFORMA
  SHARES OR  SHARES OR SHARES OR                                                          MARQUIS     ONE GROUP       COMBINED
  PRINCIPAL  PRINCIPAL PRINCIPAL                                                          MARKET        MARKET         MARKET
  AMOUNT       AMOUNT  AMOUNT                SECURITY DESCRIPTION                         VALUE         VALUE           VALUE
- -----------  --------- --------- ---------------------------------------------------    --------     ----------    -----------
<S><C>
                  63        63   8.50%, 11/15/01, Pool #179383                                              65             65
                  68        68   9.00%, 12/15/01, Pool #187723                                              72             72
                  44        44   8.50%, 12/15/01, Pool #199837                                              46             46
                  69        69   8.00%, 3/15/02, Pool #205933                                               72             72
         9                   9   9.00%, 7/15/02, Pool #227176                                10                            10
                 155       155   9.00%, 5/15/03, Pool #154134                                              163            163
                 117       117   9.00%, 6/15/05, Pool #283904                                              123            123
                  43        43   9.00%, 8/15/05, Pool #291836                                               45             45
                  24        24   9.00%, 9/15/05, Pool #295227                                               26             26
                  53        53   9.00%, 9/15/05, Pool #292898                                               55             55
                  62        62   8.00%, 7/15/06, Pool #11337                                                65             65
                  31        31   7.50%, 7/15/07, Pool #17316                                                32             32
                  76        76   8.00%, 8/15/07, Pool #18677                                                80             80
                  66        66   8.00%, 8/15/07, Pool #18539                                                69             69
                 291       291   7.50%, 12/15/07, Pool #338189                                             300            300
     1,121               1,121   6.50%, 7/15/08, Pool #349693                             1,126                         1,126
                  55        55   9.00%, 11/15/08, Pool #27932                                               59             59
       109                 109   6.50%, 3/15/09, Pool #367398                               109                           109
                  94        94   9.00%, 4/15/09, Pool #30352                                               101            101
                  16        16   9.00%, 5/15/09, Pool #32214                                                18             18
     2,696               2,696   6.50%, 5/15/09, Pool #366779                             2,709                         2,709
                   6         6   9.50%, 7/15/09, Pool #34487                                                 7              7
                 146       146   9.50%, 9/15/09, Pool #34878                                               159            159
                  37        37   9.50%, 10/15/09, Pool #36804                                               41             41
                  31        31   11.00%, 11/15/09, Pool #37615                                              34             34
                   1         1   12.00%, 4/15/15, Pool #125262                                               2              2
                  13        13   11.00%, 6/15/15, Pool #130125                                              14             14
                  76        76   9.00%, 5/15/16, Pool #149877                                               82             82
                  84        84   9.00%, 6/15/16, Pool #166130                                               91             91
        15                  15   9.00%, 6/15/16, Pool #157147                                16                            16
                  12        12   9.50%, 7/15/16, Pool #166772                                               14             14
       166                 166   9.00%, 7/15/16, Pool #151273                               177                           177
       172                 172   9.00%, 7/15/16, Pool #144968                               184                           184
        88                  88   9.00%, 7/15/16, Pool #167475                                94                            94
                  96        96   9.00%, 7/15/16, Pool #158921                                              105            105
                  75        75   9.50%, 8/15/16, Pool #177531                                               82             82
                 130       130   9.00%, 9/15/16, Pool #179044                                              142            142
       289                 289   9.00%, 9/15/16, Pool #169908                               309                           309
        89                  89   9.00%, 10/15/16, Pool #173089                               95                            95
       149                 149   9.00%, 11/15/16, Pool #156478                              160                           160
        83                  83   9.00%, 11/15/16, Pool #183868                               89                            89
                  22        22   9.50%, 1/15/17, Pool #185619                                               23             23
        26                  26   9.00%, 2/15/17, Pool #201757                                27                            27
                 343       343   9.00%, 2/15/17, Pool #195058                                              373            373
                 256       256   9.00%, 6/15/17, Pool #219079                                              278            278
                  43        43   9.50%, 8/15/17, Pool #224015                                               46             46
                  77        77   9.50%, 8/15/17, Pool #218841                                               84             84
       411                 411   9.50%, 8/15/17, Pool #201217                               444                           444
                  23        23   9.00%, 8/15/17, Pool #225825                                               25             25
                 103       103   9.00%, 6/15/18, Pool #238161                                              112            112
                  66        66   9.50%, 8/15/18, Pool #248390                                               72             72
                  19        19   9.00%, 10/15/18, Pool #253188                                              21             21
                 119       119   9.50%, 12/15/18, Pool #263400                                             130            130
       159                 159   10.00%, 4/15/19, Pool #257047                              173                           173
        34                  34   10.00%, 5/15/19, Pool #269607                               37                            37
         5                   5   10.00%, 6/15/19, Pool #271525                                6                             6
                   3         3   9.00%, 10/15/19, Pool #267676                                               3              3
                  59        59   9.00%, 11/15/19, Pool #162768                                              64             64
       353                 353   9.50%, 12/15/19, Pool #281696                              382                           382
                  65        65   9.00%, 1/15/20, Pool #283138                                               71             71
                  71        71   9.00%, 2/15/20, Pool #276157                                               77             77
                 123       123   9.00%, 3/15/20, Pool #285283                                              134            134
                  55        55   9.50%, 9/15/20, Pool #292918                                               60             60
                  79        79   9.50%, 12/15/20, Pool #291865                                              86             86

</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>

THE ONE GROUP GOVERNMENT BOND FUND / MARQUIS GOVERNMENT SECURITIES FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>
                       PROFORMA
  MARQUIS    ONE GROUP COMBINED                                                                                       PROFORMA
  SHARES OR  SHARES OR SHARES OR                                                          MARQUIS     ONE GROUP       COMBINED
  PRINCIPAL  PRINCIPAL PRINCIPAL                                                          MARKET        MARKET         MARKET
  AMOUNT       AMOUNT  AMOUNT                SECURITY DESCRIPTION                         VALUE         VALUE           VALUE
- -----------  --------- --------- ---------------------------------------------------    --------     ----------    -----------
<S><C>
                 243       243   9.00%, 6/15/21, Pool #307120                                              264            264
              14,334    14,334   9.00%, 8/15/21, Pool #306081                                           15,521         15,521
               4,205     4,205   9.00%, 12/15/21, Pool #780284                                           4,512          4,512
                  32        32   7.50%, 2/15/22, Pool #324025                                               33             33
                 544       544   8.00%, 7/15/22, Pool #321560                                              568            568
                 713       713   7.50%, 8/15/22, Pool #337141                                              735            735
                  34        34   7.00%, 10/15/22, Pool #337175                                              35             35
                 193       193   7.00%, 11/15/22, Pool #323008                                             196            196
                  33        33   7.00%, 12/15/22, Pool #339969                                              33             33
                  40        40   7.00%, 1/15/23, Pool #321675                                               41             41
                 474       474   7.00%, 1/15/23, Pool #332022                                              480            480
                 391       391   7.00%, 1/15/23, Pool #342248                                              396            396
                 376       376   7.00%, 1/15/23, Pool #341536                                              381            381
                 235       235   7.00%, 1/15/23, Pool #346214                                              238            238
                  51        51   7.00%, 3/15/23, Pool #350110                                               52             52
                 698       698   7.00%, 5/15/23, Pool #351041                                              708            708
                  58        58   7.00%, 5/15/23, Pool #338005                                               59             59
                 765       765   7.00%, 5/15/23, Pool #346572                                              775            775
                 734       734   7.00%, 5/15/23, Pool #342348                                              744            744
                 620       620   7.00%, 5/15/23, Pool #221604                                              629            629
                 322       322   6.50%, 5/15/23, Pool #343208                                              321            321
     3,791               3,791   7.50%, 6/15/23, Pool #358801                             3,884                         3,884
                  53        53   6.50%, 6/15/23, Pool #349788                                               53             53
                  76        76   6.50%, 6/15/23, Pool #346624                                               76             76
                  53        53   6.50%, 6/15/23, Pool #358250                                               52             52
                 378       378   6.50%, 6/15/23, Pool #348677                                              377            377
                 242       242   7.00%, 7/15/23, Pool #325977                                              246            246
                 544       544   7.00%, 7/15/23, Pool #360697                                              551            551
                 436       436   7.00%, 7/15/23, Pool #360889                                              442            442
                 344       344   7.00%, 7/15/23, Pool #353569                                              349            349
                 809       809   7.00%, 7/15/23, Pool #346673                                              820            820
                 433       433   7.00%, 7/15/23, Pool #358382                                              439            439
                 811       811   7.00%, 7/15/23, Pool #362982                                              822            822
                  30        30   7.00%, 7/15/23, Pool #354538                                               30             30
                 174       174   7.00%, 7/15/23, Pool #357782                                              176            176
                  23        23   7.00%, 7/15/23, Pool #350709                                               23             23
                 267       267   6.50%, 7/15/23, Pool #322200                                              266            266
                 310       310   6.50%, 8/15/23, Pool #344505                                              309            309
                 444       444   6.50%, 8/15/23, Pool #353137                                              443            443
                 174       174   6.50%, 8/15/23, Pool #359027                                              173            173
                 152       152   6.50%, 8/15/23, Pool #360713                                              152            152
                 591       591   6.50%, 8/15/23, Pool #356717                                              589            589
                 286       286   6.50%, 8/15/23, Pool #360738                                              285            285
                 764       764   6.50%, 9/15/23, Pool #345375                                              762            762
                  50        50   6.50%, 9/15/23, Pool #339041                                               50             50
               3,615     3,615   8.00%, 10/15/23, Pool #354681                                           3,766          3,766
                 214       214   6.50%, 10/15/23, Pool #345391                                             213            213
                 392       392   6.00%, 10/15/23, Pool #345389                                             382            382
                 454       454   6.00%, 10/15/23, Pool #364717                                             442            442
                  34        34   6.00%, 10/15/23, Pool #370006                                              33             33
                 611       611   6.50%, 11/15/23, Pool #369356                                             609            609
                  19        19   6.50%, 11/15/23, Pool #370927                                              19             19
                  33        33   6.50%, 12/15/23, Pool #370289                                              33             33
                 603       603   6.50%, 12/15/23, Pool #369830                                             602            602
                 101       101   6.50%, 12/15/23, Pool #365740                                             101            101
                 954       954   6.50%, 12/15/23, Pool #349265                                             951            951
                 140       140   6.50%, 12/15/23, Pool #349944                                             140            140
                 650       650   6.50%, 1/15/24, Pool #379127                                              648            648
                 343       343   6.50%, 2/15/24, Pool #389200                                              342            342
               1,177     1,177   6.50%, 2/15/24, Pool #362341                                            1,173          1,173
                 345       345   6.50%, 2/15/24, Pool #371999                                              344            344
              21,202    21,202   6.50%, 2/15/24, Pool #354747                                           21,136         21,136
                 166       166   6.50%, 2/15/24, Pool #380818                                              166            166
                 282       282   6.50%, 2/15/24, Pool #370338                                              281            281

</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>

THE ONE GROUP GOVERNMENT BOND FUND / MARQUIS GOVERNMENT SECURITIES FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>
                       PROFORMA
  MARQUIS    ONE GROUP COMBINED                                                                                       PROFORMA
  SHARES OR  SHARES OR SHARES OR                                                          MARQUIS     ONE GROUP       COMBINED
  PRINCIPAL  PRINCIPAL PRINCIPAL                                                          MARKET        MARKET         MARKET
  AMOUNT       AMOUNT  AMOUNT                SECURITY DESCRIPTION                         VALUE         VALUE           VALUE
- -----------  --------- --------- ---------------------------------------------------    --------     ----------    -----------
<S><C>
                 933       933   7.00%, 2/16/24,  Series 1996-21, CMO                                      935            935
     1,402               1,402   7.00%, 3/15/24, Pool #379328                             1,413                         1,413
       688                 688   7.00%, 3/15/24, Pool #391552                               694                           694
     1,222               1,222   7.00%, 4/15/24, Pool #355128                             1,232                         1,232
     1,724               1,724   7.00%, 4/15/24, Pool #379001                             1,738                         1,738
                  79        79   7.50%, 6/15/24, Pool #389827                                               82             82
                 524       524   7.50%, 6/15/24, Pool #388747                                              539            539
               3,562     3,562   8.00%, 9/15/24, Pool #403212                                            3,711          3,711
                 377       377   8.00%, 9/15/24, Pool #393908                                              393            393
     1,232               1,232   8.50%, 10/15/24, Pool # 407073                           1,294                         1,294
               8,730     8,730   9.00% 11/15/24, Pool #780029                                            9,478          9,478
       195                 195   8.00%, 6/15/25, Pool # 385370                              203                           203
       217                 217   7.50%, 6/15/25, Pool #401860                               222                           222
     2,000               2,000   8.00%, 7/15/25, Pool #377557                             2,074                         2,074
               1,079     1,079   7.25%, 12/15/25, Pool #411361                                           1,100          1,100
     4,657               4,657   7.00%, 1/15/26, Pool #417192                             4,695                         4,695
               4,461     4,461   7.50%, 3/15/26, Pool #422308                                            4,583          4,583
       142                 142   7.50%, 3/15/26, Pool #381163                               145                           145
               6,627     6,627   8.00% 5/15/26, Pool #416233                                             6,882          6,882
              10,842    10,842   8.00%, 5/15/26, Pool #422690                                           11,260         11,260
               9,463     9,463   8.00%, 7/15/26, Pool #412644                                            9,827          9,827
               8,963     8,963   8.00%, 7/15/26, Pool #423877                                            9,308          9,308
       231                 231   8.00%, 8/15/26, Pool #436445                               239                           239
              13,700    13,700   8.00%, 12/20/26, G2 Pool #2344                                         14,158         14,158
     2,821               2,821   7.50%, 3/15/27, Pool #432398                             2,891                         2,891
               4,893     4,893   6.50%, 7/20/27, Pool #80095                                             4,966          4,966
               9,852     9,852   6.00%, 7/20/27, Pool #80094                                             9,975          9,975
              10,000    10,000   7.00%, 12/15/27, Pool # 449494                                         10,087         10,087
                                                                                      ---------      ---------      ---------
                                                                                         26,873        166,895        193,768
                                                                                      ---------      ---------      ---------
Total U.S. Government Agency Mortgages                                                   55,299        615,034        670,333

                                                                                      ---------      ---------      ---------
U.S. GOVERNMENT AGENCY SECURITIES  (13.6%):
Federal Agricultural Mortgage Corp.  (0.1%):
       500                 500   7.56%, 5/28/02                                             531                           531
                                                                                      ---------                     ---------
Federal Farm Credit Bank  (0.6%):
       250                 250   7.51%, 2/13/98                                             250                           250
       255                 255   8.65%, 10/1/99                                             267                           267
               5,000     5,000   6.88%, 5/1/00                                                           5,116          5,116
                                                                                      ---------      ---------      ---------
                                                                                            517          5,116          5,633
                                                                                      ---------      ---------      ---------
Federal Home Loan Bank  (2.4%):
               2,000     2,000   9.25%, 11/25/98                                                         2,054          2,054
               2,000     2,000   9.30%, 1/25/99                                                          2,073          2,073
               3,000     3,000   8.60%, 6/25/99                                                          3,119          3,119
       500                 500   5.37%, 11/3/00                                             494                           494
              10,000    10,000   5.91%, 12/23/02                                                        10,003         10,003
               5,000     5,000   6.27%, 1/14/04 (b)                                                      4,977          4,977
       500                 500   7.50%, 8/10/04                                             540                           540
                                                                                      ---------      ---------      ---------
                                                                                          1,034         22,226         23,260
                                                                                      ---------      ---------      ---------
Federal Home Loan Mortgage Corp.  (0.9%):
               2,000     2,000   6.44%, 1/28/00                                                          2,025          2,025
               4,500     4,500   7.13%, 11/18/02                                                         4,719          4,719
       135                 135   6.30%, 3/15/03                                             135                           135
       250                 250   6.28%, 7/15/03                                             249                           249
       250                 250   7.93%, 1/20/05                                             276                           276
        37                  37   7.25%, 5/1/07, Pool #185801                                 38                            38
       680                 680   9.00%, 8/1/09, Pool #279063                                706                           706
     1,004               1,004   9.00%, 12/1/09, Pool #256360                             1,067                         1,067
                                                                                      ---------      ---------      ---------
                                                                                          2,471          6,744          9,215
                                                                                      ---------      ---------      ---------
Federal National Mortgage Assoc.  (4.8%):
     1,175               1,175   9.15%, 4/10/98                                           1,186                         1,186
       255                 255   9.55%, 3/10/99                                             266                           266
               4,000     4,000   8.70%, 6/10/99                                                          4,157          4,157
               3,000     3,000   8.90%, 6/12/00                                                          3,204          3,204

</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>

THE ONE GROUP GOVERNMENT BOND FUND / MARQUIS GOVERNMENT SECURITIES FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>
                       PROFORMA
  MARQUIS    ONE GROUP COMBINED                                                                                       PROFORMA
  SHARES OR  SHARES OR SHARES OR                                                          MARQUIS     ONE GROUP       COMBINED
  PRINCIPAL  PRINCIPAL PRINCIPAL                                                          MARKET        MARKET         MARKET
  AMOUNT       AMOUNT  AMOUNT                SECURITY DESCRIPTION                         VALUE         VALUE           VALUE
- -----------  --------- --------- ---------------------------------------------------    --------     ----------    -----------
<S><C>
               3,000     3,000   6.20%, 11/12/03                                                         2,979          2,979
              15,000    15,000   7.16%, 5/11/05                                                         15,973         15,973
      5000    10,000    15,000   5.88%, 2/2/06 (b)                                        4,944          9,902         14,846
               5,000     5,000   6.67%, 2/6/06, Callable 2/6/98 @ 100                                    4,981          4,981
                                                                                      ---------      ---------      ---------
                                                                                          6,396         41,196         47,592
                                                                                      ---------      ---------      ---------

FICO STRIPS  (0.2%):
       180                 180   10/5/05                                                    113                           113
       334                 334   12/27/05                                                   207                           207
       500                 500   10/6/06                                                    295                           295
     1,000               1,000   11/11/06                                                   587                           587
       500                 500   12/27/06                                                   291                           291
                                                                                      ---------                     ---------
                                                                                          1,493                         1,493
                                                                                      ---------                     ---------
Resolution Funding Corp.  (1.9%):
              50,000    50,000   Principal STRIPS, 7/15/20 (b)                                          12,436         12,436
              15,000    15,000   Principal STRIPS, 10/15/20                                              3,674          3,674
              15,000    15,000   Principal STRIPS, 4/15/28                                               2,431          2,431
               5,000     5,000   Principal STRIPS, 4/15/30                                                 719            719
                                                                                                     ---------      ---------
                                                                                                        19,260         19,260
                                                                                                     ---------      ---------
Small Business Administration  (0.0%):
         7                   7   9.35%, 7/1/98, Series 1988-10-C                              7                             7
                                                                                      ---------                     ---------
Tennessee Valley Authority  (2.9%):
       400                 400   6.25%, 8/1/99                                              401                           401
     3,000               3,000   8.38%, 10/1/99                                           3,116                         3,116
              25,000    25,000   6.24%, 7/15/45, Putable on 7/15/01 @ 100                               25,874         25,874
                                                                                      ---------      ---------      ---------
                                                                                          3,517         25,874         29,391
                                                                                      ---------      ---------      ---------
Total U.S. Government Agency Securities                                                  15,966        120,416        136,382
                                                                                      ---------      ---------      ---------
U.S. TREASURY OBLIGATIONS  (17.7%):
Treasury LINCS  (0.2%):
     2,500               2,500   6.00%, 8/15/09                                           2,434                         2,434
                                                                                      ---------                     ---------

U.S. Treasury Bonds  (4.5%):
     1,000               1,000   9.38%, 2/15/06                                           1,229                         1,229
              25,000    25,000   8.13%, 8/15/19 (b)                                                     31,278         31,278
     2,500               2,500   7.13%, 2/15/23                                           2,854                         2,854
              10,000    10,000   6.13%, 11/15/27 (b)                                                    10,285         10,285
                                                                                      ---------      ---------      ---------
                                                                                          4,083         41,563         45,646
                                                                                      ---------      ---------      ---------
U.S. Treasury Notes  (11.0%):
     1,800               1,800   5.13%, 4/30/98                                           1,798                         1,798
     1,550               1,550   9.00%, 5/15/98                                           1,570                         1,570
       200                 200   6.13%, 5/15/98                                             200                           200
     2,650               2,650   5.13%, 6/30/98                                           2,648                         2,648
       100                 100   8.25%, 7/15/98                                             101                           101
     2,500               2,500   9.25%  08/15/98                                          2,555                         2,555
        50                  50   8.88%, 11/15/98                                             51                            51
     3,000               3,000   5.63%, 11/30/98                                          3,000                         3,000
     1,500               1,500   6.38%, 1/15/99                                           1,512                         1,512
       100                 100   8.00%, 8/15/99                                             104                           104
     3,000               3,000   7.13%, 9/30/99                                           3,071                         3,071
     1,500               1,500   6.00%, 10/15/99                                          1,509                         1,509
     1,400               1,400   7.88%, 11/15/99                                          1,454                         1,454
       150                 150   6.38%, 1/15/00                                             152                           152
     2,850               2,850   8.50%, 2/15/00                                           3,008                         3,008
       650                 650   5.50%, 4/15/00                                             648                           648
               1,350     1,350   6.75%, 4/30/00                                                          1,381          1,381
               1,500     1,500   6.25%, 5/31/00                                                          1,519          1,519
               4,500     4,500   6.13%, 7/31/00                                                          4,547          4,547
     2,775               2,775   8.75%, 8/15/00                                           2,977                         2,977
     7,500               7,500   6.00%, 8/15/00                                           7,553                         7,553
               2,800     2,800   6.25%, 4/30/01(b)                                                       2,845          2,845
               1,000     1,000   7.88%, 8/15/01                                                          1,069          1,069
      5425       500     5,925   6.38%, 8/15/02                                           5,564            513          6,077
              15,000    15,000   5.63%, 12/31/02                                                        14,945         14,945

</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>

THE ONE GROUP GOVERNMENT BOND FUND / MARQUIS GOVERNMENT SECURITIES FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>
                       PROFORMA
  MARQUIS    ONE GROUP COMBINED                                                                                       PROFORMA
  SHARES OR  SHARES OR SHARES OR                                                          MARQUIS     ONE GROUP       COMBINED
  PRINCIPAL  PRINCIPAL PRINCIPAL                                                          MARKET        MARKET         MARKET
  AMOUNT       AMOUNT  AMOUNT                SECURITY DESCRIPTION                         VALUE         VALUE           VALUE
- -----------  --------- --------- ---------------------------------------------------    --------     ----------    -----------
<S><C>
       150       250       400   6.25%, 2/15/03 (b)                                         153            255            408
     2,150               2,150   5.75%, 8/15/03                                           2,151                         2,151
     1,500               1,500   5.88%, 2/15/04                                           1,513                         1,513
      3000     2,500     5,500   6.50%, 8/15/05 (b)                                       3,129          2,609          5,738
    12,500              12,500   5.63%, 2/15/06                                          12,359                        12,359
              20,700    20,700   6.50%, 10/15/06 (b)                                                    21,686         21,686
                                                                                      ---------      ---------      ---------
                                                                                         58,780         51,369        110,149
                                                                                      ---------      ---------      ---------
 U.S. Treasury STRIPS  (2.0%):
              25,000    25,000   7/15/20                                                                 6,218          6,218
               5,000     5,000   2/15/25 (b)                                                             3,855          3,855
              50,000    50,000   2/15/25 (b)                                                             9,956          9,956
                                                                                                        20,029         20,029
                                                                                      ---------      ---------      ---------
  Total U.S. Treasury Obligations                                                        65,297        112,961        178,258
                                                                                      ---------      ---------      ---------
INVESTMENT COMPANIES  (0.4%):
     1,919               1,919   SEI Liquid Asset Trust, Treasury Portfolio               1,919                         1,919
     2,238               2,238   SEI Liquid Asset Trust, Government Portfolio             2,238                         2,238
                                                                                      ---------                     ---------
Total Investment Companies                                                                4,157                         4,157
                                                                                      ---------                     ---------

REPURCHASE AGREEMENTS  (5.0%):
              46,298    46,298   Prudential Securities, 6.80%, 1/2/98 (Collateralized
                                  by $48,271 various U.S. Government Agency Securities,
                                  6.19% - 7.04%, 6/1/07 - 10/1/24, market value $47,687)                46,298         46,298
     4,337               4,337   UBS Securities, 6.50%, 1/2/98 (Collateralized by
                                  $5,076 various U.S. Government Agency Securities,
                                  6.50% - 7.50%, 1/1/11 - 12/01/27,
                                  market value - $4,424)                                  4,337                         4,337
                                                                                      ---------      ---------      ---------
Total Repurchase Agreements                                                               4,337         46,298         50,635
                                                                                      ---------      ---------      ---------

Total (Cost $1,012,053) (a)                                                             147,188        894,709      1,041,897
                                                                                      ---------      ---------      ---------
                                                                                      ---------      ---------      ---------
</TABLE>

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

Percentages indicated are based on net assets of $1,005,082.
(a) Represents cost for financial reporting purposes and
    differs from value by net unrealized appreciation of securities as follows
   (amounts in thousands) :

<TABLE>
<S>                                                                    <C>
              Unrealized appreciation . . . . . . . . . . . . . . .    $30,898
              Unrealized depreciation . . . . . . . . . . . . . .       (1,054)

              Net unrealized appreciation. . . . . . . . . . . . .     $29,844
</TABLE>

(b) With respect to the One Group Fund only, a portion of
    this security was loaned as of December 31, 1997.
(c) Amount is less than $1,000.

CMO     Collateralized Mortgage Obligation
REMIC   Real Estate Mortgage Investment Conduit

SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>



THE ONE GROUP LOUISIANA MUNICIPAL BOND FUND / MARQUIS LOUSIANA TAX - FREE
INCOME FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>

                      PROFORMA
MARQUIS    ONE GROUP  COMBINED                                                                                         PROFORMA
SHARES OR  SHARES OR  SHARES OR                                                           MARQUIS       ONE GROUP       COMBINED
PRINCIPAL  PRINCIPAL  PRINCIPAL                                                           MARKET         MARKET         MARKET
AMOUNT      AMOUNT     AMOUNT            SECURITY DESCRIPTION                             VALUE          VALUE          VALUE
- --------  ---------  --------- --------------------------------------------------------- ---------    ----------      ---------
<S><C>
MUNICIPAL BONDS  (97.9%):
Louisiana  (97.9%):
     150                   150  Alexandria, Utilities Revenue, Series B, 4.65%, 5/1/04      153                           153
     100                   100  Alexandria, Utilities Revenue, 5.25%, 5/1/11, FGIC          103                           103
     150                   150  Ascension Parish, Parish Wide School District, GO, 4.90%,
                                3/1/09, AMBAC                                               153                           153
               1,165     1,165  Ascension Parish, Gravity Drain, Sales & Use Tax, 5.40%,
                                 12/1/07,
                                Callable 12/1/06 @100, FGIC                                              1,248          1,248
               1,230     1,230  Ascension Parish, Gravity Drain, Sales & Use Tax, 5.50%,
                                12/1/08,
                                Callable 12/1/06 @ 100, FGIC                                             1,320          1,320
               2,500     2,500  Bastrop Industrial Development Board, Pollution Control
                                Revenue,
                                International Paper Co. Project, 6.90%, 3/1/07, Callable
                                3/1/02 @ 102                                                             2,764          2,764
                 700       700  Baton Rouge, Public Improvements Sales & Use Tax, 6.85%,
                                8/1/00,
                                Callable 8/1/99 @ 102, AMBAC                                               743            743
                 800       800  Baton Rouge, Public Improvements Sales & Use Tax, 6.90%,
                                8/1/01,
                                Callable 8/1/99 @ 102, AMBAC                                               851            851
               2,000     2,000  Baton Rouge, Public Improvements Sales & Use Tax, 6.00%,
                                8/1/04,
                                Callable 8/1/01 @ 101.5, FSA                                             2,146          2,146
                 765       765  Baton Rouge, Public Improvements Sales & Use Tax, 6.38%,
                                8/1/09,
                                Callable 8/1/01 @ 101.5, FSA                                               830            830
     200                   200  Baton Rouge, Sales & Use Tax Revenue, 6.00%, 8/1/08, FSA    214                           214
                 700       700  Bossier City, Public Improvements Sales & Use Tax Revenue,
                                5.05%,11/01/11, Callable 11/1/07 @ 100, FGIC                               715            715
                 805       805  Bossier City, Public Improvements Sales & Use Tax Revenue,
                                Series ST, 6.20%, 11/1/07, Callable 11/1/01 @ 102, AMBAC                   876            876
                 400       400  Bossier City, Public Improvements Sales & Use Tax, Series
                                ST-1989, 6.88%, 11/1/06, Callable 11/1/99 @ 101.5, FGIC                    427            427
                 400       400  Bossier City, Public Improvements Sales & Use Tax, Series
                                ST-1989, 6.88%, 11/1/07, Callable 11/1/99 @ 101.5, FGIC                    427            427
                 550       550  Bossier City, Public Improvements Sales & Use Tax, Series
                                ST-1989, 6.88%, 11/1/08, Callable 11/1/99 @ 101.5, FGIC                    586            586
     500                   500  Bossier City, Utility Revenue, 4.80%, 10/1/05, FGIC         515                           515
     350                   350  Caddo Parish, GO, 5.00%, 2/1/05, MBIA                       364                           364
               1,415     1,415  Caddo Parish, GO, 5.25%, 2/1/06, Callable 2/1/05
                                 @ 100, MBIA                                                             1,492          1,492
                 750       750  Caddo Parish, GO, 5.25%, 2/1/08, Callable 2/1/05
                                 @ 100, MBIA                                                               783            783
                 470       470  Caddo Parish Industrial Developement Board, Wal-Mart
                                 Stores, Inc.
                                Project, 5.95%, 11/1/07, Callable 5/1/98 @ 101.5                           479            479
                 500       500  Calcasieu Parish, School District #22, Ward 3,
                                 Series A, GO,
                                7.10%, 2/1/01, Callable 2/1/99 @ 100, BIG                                  517            517
               1,500     1,500  De Soto Parish, Pollution Control Revenue,
                                 International Paper
                                Co. Project, Series A, 5.05%, 12/1/02                                    1,570          1,570
      75                    75  East Baton Rouge, Mortgage Financing Authority, Series B,
                                 4.35%, 10/1/00                                              76                            76
      85                    85  East Baton Rouge, Mortgage Financing Authority, Series B,
                                 5.30%,10/1/14                                               85                            85
     650                   650  East Baton Rouge Parish, Sales & Use Tax Revenue, 4.80%,
                                 2/1/06,FGIC                                                669                           669
     340                   340  East Baton Rouge Parish, Sales & Use Tax Revenue, 4.80%,
                                 2/1/09,FGIC                                                345                           345
     500                   500  East Baton Rouge Parish, Sales & Use Tax Revenue, 5.90%,
                                 2/1/16,FGIC                                                536                           536
                 500       500  East Baton Rouge Parish, Sales & Use Tax, 7.10%, 2/1/00,
                                 Callable 2/1/99 @ 101.5, MBIA                                             525            525
                 500       500  East Baton Rouge Parish, Sales & Use Tax, 5.80%, 2/1/07,
                                 Callable 2/1/05 @ 101.5, FGIC                                             547            547
                 845       845  East Baton Rouge Parish, Sales & Use Tax, 5.80%, 2/1/08,
                                 Callable 2/1/05 @ 101.5, FGIC                                             921            921
                 910       910  East Baton Rouge Parish, Sales & Use Tax, 5.80%, 2/1/09,
                                Callable 2/1/05 @ 101.5, FGIC                                              990            990
               2,280     2,280  East Baton Rouge Parish, Series A, 8.00%, 2/1/02, FGIC                   2,608          2,608
               1,085     1,085  East Baton Rouge Parish, Series ST, 5.15%, 2/1/05,
                                Callable 2/1/03                                                          1,133          1,133
               1,000     1,000  East Baton Rouge Parish, Series ST, 5.10%, 2/1/07,
                                 Callable 2/1/06 @101.5, FGIC                                            1,050          1,050
               1,280     1,280  East Baton Rouge, Mortgage Financial Authority, 5.45%
                                 10/1/03, Callable 10/1/20 @ 100, GNMA                                   1,323          1,323
     115                   115  Ernest N. Morial Exhibition Hall Special Tax, 4.70%,
                                 7/15/05, MBIA                                              118                           118
     515                   515  Ernest N. Morial Exhibition Hall Special Tax, 4.90%,
                                 7/15/07, MBIA                                              533                           533
     225                   225  Gretna, Refunding - Sales Tax Revenue, 5.20%, 6/1/06,
                                 AMBAC                                                      232                           232
               1,560     1,560  Houma, Utilities Revenue, 6.13%, 1/1/07, Callable 1/1/02
                                 @ 102, FGIC                                                             1,692          1,692
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>

THE ONE GROUP LOUISIANA MUNICIPAL BOND FUND / MARQUIS LOUSIANA TAX - FREE
INCOME FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>
                      PROFORMA
MARQUIS    ONE GROUP  COMBINED                                                                                         PROFORMA
SHARES OR  SHARES OR  SHARES OR                                                          MARQUIS       ONE GROUP       COMBINED
PRINCIPAL  PRINCIPAL  PRINCIPAL                                                           MARKET         MARKET         MARKET
AMOUNT      AMOUNT     AMOUNT            SECURITY DESCRIPTION                             VALUE          VALUE          VALUE
- --------  ----------  --------- -------------------------------------------------------- ---------    ----------      ---------
<S><C>
     820                   820  Housing Finance Agency, Mortgage Revenue, Single Family,
                                 Series B, 6.00%, 6/1/15                                    857                           857
                 490       490  Housing Finance Agency, Mortgage Revenue, Series D-2,
                                 AMT, 6.10%, 12/1/11, Callable 12/1/06 @ 102                               524            524
                 575       575  Housing Finance Agency, Mortgage Revenue, Single Family
                                 A-1, 5.70%, 6/1/15, Callable 6/1/05 @ 102                                 595            595
               1,185     1,185  Iberia Home Mortgage Authority, Single Family Mortgage
                                 Revenue, 7.38%, 1/1/11, Callable 7/1/03 @ 103                           1,288          1,288
     250                   250  Iberville School District #5, 5.75%, 10/1/03, FSA           269                           269
     250                   250  Jefferson Parish, Ad Valorem Property Tax, GO, Series A,
                                 5.25%, 9/1/05, FGIC                                        264                           264
                 400       400  Jefferson Parish, Construction Waterworks, Revenue,
                                 District #2, 7.25%, 1/15/00, Callable 1/15/98 @ 100,                      407            407
               1,680     1,680  Jefferson Parish, Drain Sales Tax Revenue, 6.50%,
                                 11/1/06, Callable 11/1/01 @ 100, AMBAC                                  1,822          1,822
                 290       290  Jefferson Parish, Home Mortgage Authority, Single Family
                                 Mortgage Revenue, Sub-Series B, 4.50%, 6/1/13, Callable
                                 12/1/03 @ 102                                                             293            293
     300                   300  Jefferson Parish, Hospital Services, District #1, 5.10%,
                                 1/1/05, FGIC                                               313                           313
     100                   100  Jefferson Parish, Hospital Services, District #1, 5.30%,
                                 12/1/07, FGIC                                              105                           105
     130                   130  Jefferson Parish, Sales & Use Tax Revenue, 5.00%, 2/1/08,
                                 AMBAC                                                      134                           134
     700                   700  Jefferson Parish, Sales & Use Tax Revenue, 5.00%, 2/1/13,
                                 AMBAC                                                      704                           704
                 500       500  Jefferson Parish, School Board Sales & Use Tax Revenue,
                                 6.05%, 2/1/02, MBIA                                                       537            537
               1,100     1,100  Jefferson Parish, School Board Sales & Use Tax Revenue,
                                 6.15%, 2/1/03, Callable 2/1/02 @ 102, MBIA                              1,200          1,200
     300       5,760     6,060  Jefferson Parish, School Board Sales & Use Tax Revenue,
                                 6.25%, 2/1/08, MBIA                                        327          6,279          6,606
               4,670     4,670  Jefferson, Sales Tax District Special, Tax Revenue,
                                 Series A, 6.75%, 12/1/06, Callable 12/1/02 @ 100, FGIC                  5,176          5,176
     100         755       855  Kenner, Sales Tax Revenue, 5.75%, 6/1/06, Callable 6/1/02
                                @103, FGIC                                                  108            813            921
               1,525     1,525  La Fourche Parish, School District # 1 Parish Wide, GO,
                                 5.00%, 2/1/13, Callable 2/1/08 @ 100, FSA                               1,536          1,536
               1,000     1,000  Lafayette Parish, GO, 7.80%, 3/1/01, Callable 3/1/98
                                 @ 102, FGIC                                                             1,026          1,026
     505                   505  Lafayette Parish, Public Improvement Sales Tax Revenue,
                                 Series A, 4.90%, 3/1/03, FGIC                              520                           520
     300                   300  Lafayette Parish, Public Improvement Sales Tax Revenue,
                                 4.63%, 5/1/05, FGIC                                        305                           305
     200                   200  Lafayette Parish, Public Improvement Sales Tax Revenue,
                                 5.50%, 3/1/07, FGIC                                        212                           212
     250                   250  Lafayette Parish, Public Power Authority, 5.00%, 11/1/06,
                                 AMBAC                                                      259                           259
     510                   510  Lafayette Parish, Public Power Authority, 5.30%, 11/01/07,
                                 AMBAC                                                      531                           531
     250                   250  Lafayette Parish, Public Power Authority, 5.25%, 11/1/09,
                                 AMBAC                                                      259                           259
     575                   575  Lafayette Parish, School Board Sales Tax Revenue, 4.88%,
                                 4/1/04, FSA                                                592                           592
     275                   275  Lafayette Parish, Utilities Revenue, 4.10%, 11/1/99, AMBAC  276                           276
     125                   125  Lafayette Parish, Utilities Revenue, 4.70%, 11/1/04, AMBAC  128                           128
                 750       750  Lafourche Parish, Hospital Service, District #3, Hospital
                                Revenue, 5.50%, 10/1/04, Callable 10/1/03 @ 102                            784            784
                 650       650  Lafourche Parish, Water District #1, Water Revenue, 5.63%,
                                 1/1/01                                                                    676            676
                 500       500  Lincoln Parish, School District #1, GO, Ruston, 6.20%,
                                 3/1/03, Callable 3/1/01 @ 100, MBIA                                       530            530
               1,465     1,465  Lincoln Parish, School District #1, GO, Ruston, 6.40%,
                                 3/1/05, Callable 3/1/01 @ 100, MBIA                                     1,562          1,562
     150                   150  Louisiana State University Agricultural & Mechanical
                                 College, 5.40%, 7/1/05, FGIC                               159                           159
     250                   250  Louisiana State University Agricultural & Mechanical
                                 College, 5.50%, 7/1/06, FGIC                               268                           268
     580       1,000     1,580  Louisiana State University Agricultural & Mechanical
                                College, 6.00%, 7/1/07, Callable 7/1/06 @ 102, MBIA         650          1,121          1,771
     500                   500  Louisiana State University Agricultural & Mechanical
                                 College, 5.75%, 7/1/14, FGIC                               531                           531
               1,120     1,120  Louisiana State University Agricultural & Mechanical
                                College, University Revenues, 5.50%, 7/1/13,
                                 Callable 7/1/06 @ 102, MBIA                                             1,182          1,182
     100                   100  Mandeville Water Utility Improvements, Ad Valorem
                                Property Tax, 5.15%, 2/1/10                                 102                           102
               1,220     1,220  Monroe Parish, Special School District, GO, 8.00%,
                                 3/1/01, MBIA                                                            1,363          1,363
               1,300     1,300  Monroe Parish, Special School District, GO, 7.00%,
                                 3/1/02, MBIA                                                            1,442          1,442
               1,390     1,390  Monroe Parish, Special School District, GO, 7.00%,
                                 3/1/03, MBIA                                                            1,570          1,570
               1,230     1,230  Monroe Parish, Special School District, GO, 5.35%,
                                 3/1/05, FGIC                                                            1,309          1,309
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>

THE ONE GROUP LOUISIANA MUNICIPAL BOND FUND / MARQUIS LOUSIANA TAX - FREE
INCOME FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>
                      PROFORMA
MARQUIS    ONE GROUP  COMBINED                                                                                         PROFORMA
SHARES OR  SHARES OR  SHARES OR                                                          MARQUIS       ONE GROUP       COMBINED
PRINCIPAL  PRINCIPAL  PRINCIPAL                                                           MARKET         MARKET         MARKET
AMOUNT      AMOUNT     AMOUNT            SECURITY DESCRIPTION                             VALUE          VALUE          VALUE
- --------  ---------  --------- --------------------------------------------------------- ---------    ----------      ---------
<S><C>
               1,320     1,320  Monroe Parish, Special School District, GO, 5.35%,
                                 3/1/06, Callable 3/1/05 @ 100, FGIC                                     1,400          1,400
     500                   500  Monroe Parish, Special School District, GO, 5.35%,
                                 3/1/09, Callable 3/1/05 @ 100, FGIC                        523                           523
     190                   190  Natchitoches Parish, School District #7, GO, 4.90%,
                                 3/1/07, FSA                                                194                           194
               1,000     1,000  New Orleans Audubon Park, Revenue, 5.00%, 4/1/12,
                                Callable 4/1/07@ 101, MBIA                                               1,004          1,004
     350                   350  New Orleans GO, 5.85%, 11/1/09, Callable 11/1/05 @ 100,
                                FGIC                                                        378                           378
     500                   500  New Orleans Home Mortgage Special Obligation, 6.25%,
                                 1/15/11                                                    562                           562
   1,215                 1,215  New Orleans Sewer Service Revenue, 6.25%, 6/1/07, FGIC    1,383                         1,383
   1,000                 1,000  New Orleans Sewer Service Revenue, 5.25%, 6/1/11,
                                Callable 6/1/07 @ 101, FGIC                               1,038                         1,038
               1,000     1,000  New Orleans, GO, 5.88%, 10/1/11, Callable 10/1/05 @ 101,
                                AMBAC                                                                    1,090          1,090
               3,250     3,250  New Orleans, GO, 0.00%, 9/1/17, AMBAC                                    1,200          1,200
                 550       550  New Orleans, GO, Public Improvement, Revenue, 5.85%,
                                11/1/07, Callable 11/1/05 @ 100, FGIC                                      599            599
               1,235     1,235  New Orleans, GO, Public Improvement, Series A, 5.00%,
                                12/01/13, Callable 12/1/07 @ 100, AMBAC                                  1,238          1,238
     250                   250  Orleans Parish School Board, Public School Capital
                                Refinancing, 5.00%, 12/1/05, MBIA                           261                           261
     555                   555  Orleans Parish School Board, Revenue Bond, Public School
                                Capital Refinancing, 6.00%, 6/1/09, MBIA                    627                           627
     250                   250  Orleans Parish School District, GO, 5.30%, 9/1/10, MBIA     259                           259
               1,000     1,000  Orleans Parish School District, GO, 5.13%, 9/1/13,
                                Callable 3/1/08 @ 100, MBIA                                              1,016          1,016
               1,000     1,000  Ouachita Parish Hospital Service District #1, Glenwood
                                Regional Medical Center, 5.70%, 05/15/16, Callable
                                5/15/10 @ 100, FSA                                                       1,066          1,066
               2,525     2,525  Ouachita Parish Hospital Service District #1, Glenwood
                                Regional Medical Center, Health Care Revenue, 7.50%,
                                 7/1/06, Callable 7/1/01 102                                             2,839          2,839
               1,655     1,655  Ouachita Parish West School District, Series A, GO, 6.70%,
                                3/1/06, Callable 3/1/01 @ 102, FSA                                       1,811          1,811
               2,000     2,000  Ouachita Parish West School District, Series A, Revenue,
                                 6.50%, 3/1/03, Callable 3/1/01 @ 102, FSA                               2,177          2,177
                 420       420  Plaquemine Parish, Sales & Use Tax, 6.70%, 12/1/08,
                                 Callable 12/1/01 @ 102                                                    457            457
                 410       410  Plaquemine Parish, Sales & Use Tax, 6.70%, 12/1/09,
                                 Callable 12/1/01 @ 102                                                    446            446
               1,440     1,440  Plaquemines Parish, GO, 6.40%, 8/1/04, Callable 8/1/01
                                 @ 102, AMBAC                                                            1,570          1,570
                 605       605  Plaquemines Parish, School Board, Sales & Use Tax, 6.65%,
                                 3/1/05, Callable 3/1/02 @ 102                                             667            667
               2,180     2,180  Public Facilities Authority Revenue, Alton Ochsner Medical
                                Foundation, Series A, 6.30%, 5/15/04, Callable 5/15/02 @
                                 102, MBIA                                                               2,388          2,388
     100                   100  Public Facilities Authority Revenue, Alton Ochsner Medical
                                Foundation Project, Series A, 6.00%, 5/15/01, MBIA          106                           106
     100                   100  Public Facilities Authority Revenue, Alton Ochsner Medical
                                Foundation, Series PJ-B, 6.00%, 5/15/17, MBIA               105                           105
               1,000     1,000  Public Facilities Authority Revenue, Alton Ochsner Medical
                                Project, Series B, 5.75%, 5/15/11, Callable 5/15/02 @ 100,
                                MBIA                                                                     1,048          1,048
     500                   500  Public Facilities Authority Revenue, Department of Public
                                 Safety,
                                Department of Public Safety, 4.90%, 8/1/04, AMBAC           514                           514
     400                   400  Public Facilities Authority Revenue, Department of Public
                                 Safety,
                                5.00%, 8/1/05, AMBAC                                        414                           414
               1,000     1,000  Public Facilities Authority Revenue, Indexed Caps, 5.88%,
                                2/15/11, Callable 2/15/03 @ 102, FGIC                                    1,071          1,071
     250                   250  Public Facilities Authority Revenue, Jefferson Parish,
                                 Eastbank Project, 4.85%, 8/1/06, FGIC                      257                           257
               1,000     1,000  Public Facilities Authority Revenue, Lafayette General
                                 Medical Center Project, Hospital Revenue,
                                 6.05%, 10/1/04, Callable 10/1/02 @102, FSA                              1,089          1,089
               1,960     1,960  Public Facilities Authority Revenue, Loyola University
                                Project, 6.60%, 4/1/05, Callable 04/01/02 @ 102                          2,164          2,164
   1,000                 1,000  Public Facilities Authority Revenue, Loyola University
                                Project, 4.90%,10/1/05, MBIA                              1,035                         1,035
               2,525     2,525  Public Facilities Authority Revenue, Loyola University
                                 Project, 5.63%, 10/1/10, Callable 10/1/07 @ 102, MBIA                   2,749          2,749
                 500       500  Public Facilities Authority Revenue, Loyola University
                                Project, Series A, 7.20%, 10/1/00, Callable 10/1/99 @ 102                  537            537
               1,135     1,135  Public Facilities Authority Revenue, Mary Bird Perkins
                                Cancer Center, 5.50%, 1/1/04, FSA                                        1,206          1,206
               5,000     5,000  Public Facilities Authority Revenue, Multi-Family,
                                 Series A, 0.00%, 2/1/20, ETM                                            1,553          1,553

</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>

THE ONE GROUP LOUISIANA MUNICIPAL BOND FUND / MARQUIS LOUSIANA TAX - FREE
INCOME FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>
                      PROFORMA
MARQUIS    ONE GROUP  COMBINED                                                                                         PROFORMA
SHARES OR  SHARES OR  SHARES OR                                                          MARQUIS       ONE GROUP       COMBINED
PRINCIPAL  PRINCIPAL  PRINCIPAL                                                           MARKET         MARKET         MARKET
AMOUNT      AMOUNT     AMOUNT            SECURITY DESCRIPTION                             VALUE          VALUE          VALUE
- --------  ---------  --------- --------------------------------------------------------- ---------    ----------      ---------
<S><C>
     390                   390  Public Facilities Authority Revenue, Our Lady of Lake
                                Regional Center, 5.90%, 12/1/06, MBIA                       416                           416
                 500       500  Public Facilities Authority Revenue, Our Lady of Lake
                                Regional Center, Series C, Health Care Revenue, 5.70%,
                                 12/1/04, Callable 12/1/01 @ 102, MBIA                                     532            532
               7,500     7,500  Public Facilities Authority Revenue, Series B, 0.00%,
                                 12/1/19, ETM                                                            2,350          2,350
                 110       110  Public Facilities Authority Revenue, Sisters of Mercy,
                                 7.38%, 6/1/09, Callable 6/1/99 @ 102                                      117            117
     120                   120  Public Facilities Authority Revenue, Special Insurance
                                Assessment, 4.40%, 10/1/00                                  121                           121
               2,145     2,145  Public Facilities Authority Revenue, Tulane University,
                                 6.25%, 7/15/06, Callable 7/15/01 @ 102                                  2,316          2,316
                 735       735  Public Facilities Authority Revenue, Tulane University,
                                 5.55%, 10/1/07, Callable 10/1/06 @ 102, AMBAC                             800            800
               1,605     1,605  Public Facilities Authority Revenue, Tulane University,
                                 5.75%, 10/1/09, Callable 10/1/06 @ 102, AMBAC                           1,767          1,767
                 300       300  Public Facilities Authority Revenue, Tulane University,
                                 Series A, 7.50%, 5/15/00, Callable 5/15/98 @ 102                          310            310
                 225       225  Public Facilities Authority Revenue, Tulane University,
                                 Series A-1, 5.80%, 2/15/04, Callable 2/15/03 @ 102, FGIC                  243            243
                 500       500  Public Facilities Authority Revenue, Womens Hospital
                                Foundation, Health Care Revenue, 6.00%, 10/01/10, FSA                      567            567
               2,000     2,000  Public Facilities Authority Revenue, Xavier University,
                                 5.13%, 9/1/12, Callable 9/1/07 @ 102, MBIA                              2,051          2,051
   1,500                 1,500  Public Facilities Authority, Series A-1, 5.00%, 12/1/15,
                                 AMBAC                                                    1,527                         1,527
               1,235     1,235  Public Facilities Authority, Womans Hospital Foundation,
                                 Health Care Revenue, 6.85%, 10/1/05, Callable 10/1/02
                                @ 102                                                                    1,390          1,390
                 730       730  Public Facilities Authority, Womans Hospital Foundation,
                                Health Care Revenue, 5.40%, 10/1/05, Callable 10/1/04
                                @ 102, FGIC                                                                776            776
               1,715     1,715  Public Facilities Authority, Womans Hospital Foundation,
                                Health Care Revenue, 5.50%, 10/1/06, Callable 10/1/04
                                @ 102, FGIC                                                              1,840          1,840
     250                   250  Public Facitilies Authority Revenue, Series A, 5.10%,
                                 3/1/01, FSA                                                258                           258
               1,475     1,475  Rapides Parish School District #11, Rigolette-Series1990,
                                 GO, 6.95%, 02/01/02, Callable 2/1/00 @ 100, FGIC                        1,559          1,559
                 500       500  Rapides Parish, Consolidated School District #62, GO,
                                 7.25%, 4/1/00, Callable 4/1/99 @ 100, MBIA                                521            521
     200                   200  Shreveport, Public Improvements, Ad Valorem Property
                                 Tax, 4.75%, 12/1/09                                        200                           200
                 480       480  Shreveport, GO, 6.20%, 3/1/02, Callable 3/1/01 @ 100,
                                 AMBAC                                                                     509            509
                 500       500  Shreveport, GO, 6.70%, 2/1/03, Callable 2/1/00 @ 100,
                                 AMBAC                                                                     527            527
                 480       480  Shreveport, GO, 5.90%, 2/1/07, Callable 2/1/03 @ 100                       511            511
     265                   265  Shreveport, GO, 5.15%, 2/1/09, AMBAC                        273                           273
                 930       930  Shreveport, Water & Sewer Revenue,  Series A, 7.75%,
                                12/1/02, FGIC
                                FGIC                                                                     1,078          1,078
                 500       500  Shreveport, Water & Sewer Revenue, Series A, 6.25%,
                                12/1/03, FGIC                                                              553            553
     200                   200  Slidell, GO, 4.90%, 3/1/09, MBIA                            204                           204
     400                   400  Slidell, GO, 5.00%, 3/1/13, MBIA                            402                           402
     100                   100  Slidell, Sales & Use Tax Revenue, Public Improvement,
                                Series B, 5.20%, 10/1/05                                    105                           105
     200                   200  Slidell, Sales & Use Tax Revenue, Public Improvement,
                                Series B, 5.40%, 10/1/07                                    211                           211
               1,000     1,000  South Port Community, Port Revenue, Cargill, Inc. Project,
                                 5.85%, 4/1/17, Callable 4/1/97 @ 102                                    1,056          1,056
     200                   200  St. Bernard Parish, School Board Refunding, GO, 4.55%,
                                 5/1/06, Callable 5/1/05 @ 100, MBIA                        202                           202
     200                   200  St. Bernard Parish, School Board Refunding, GO, 4.60%,
                                 5/1/07, Callable 5/1/05 @100, MBIA                         202                           202
     200                   200  St. Bernard Parish, School Board Refunding, GO, 4.70%,
                                 5/1/08, Callable 5/1/05 @100, MBIA                         202                           202
     200                   200  St. Bernard Parish, School Board Refunding, GO, 4.80%,
                                 5/1/09, Callable 5/1/05 @100, MBIA                         202                           202
     200                   200  St. Bernard Parish, School Board Refunding, 4.90%,
                                 5/1/10, Callable 5/1/05 @100, MBIA                         202                           202
     500                   500  St. Charles Parish, Public Improvement Sales Tax,
                                Series St-96, 5.00%, 12/1/06, Callable 11/1/05 @101, MBIA   522                           522
                 750       750  St. Charles Parish, Public Improvements Sales Tax, 6.60%,
                                11/1/07, Callable 11/1/99 @ 102                                            795            795
               2,350     2,350  St. Charles Parish, School District #1, GO, 6.45%, 3/1/06,
                                Callable 3/1/02 @ 100, AMBAC                                             2,543          2,543
      85                    85  St. James Parish, GO, Ad Valorem Property Tax, 4.80%,
                                 3/1/05                                                      87                            87
      75                    75  St. James Parish, GO, Ad Valorem Property Tax, 5.20%,
                                 3/1/08                                                      77                            77
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>

THE ONE GROUP LOUISIANA MUNICIPAL BOND FUND / MARQUIS LOUSIANA TAX - FREE
INCOME FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>
                      PROFORMA
MARQUIS    ONE GROUP  COMBINED                                                                                         PROFORMA
SHARES OR  SHARES OR  SHARES OR                                                          MARQUIS       ONE GROUP       COMBINED
PRINCIPAL  PRINCIPAL  PRINCIPAL                                                           MARKET         MARKET         MARKET
AMOUNT      AMOUNT     AMOUNT            SECURITY DESCRIPTION                             VALUE          VALUE          VALUE
- --------  ---------  --------- --------------------------------------------------------- ---------    ----------      ---------
<S><C>
                 870       870  St. John Baptist Parish, School District #1, GO, 6.25%,
                                 3/1/05, Callable 3/1/02 @ 100,                                            928            928
     250                   250  St. Tammany Parish, School Board Sales & Use Tax, 5.75%,
                                 4/1/03, FGIC                                               268                           268
     200                   200  St. Tammany Parish, School District #12, 6.50%, 3/1/05,
                                Callable 3/1/01 @100, FGIC                                  214                           214
     250                   250  St. Tammany Parish, Sales & Use Tax Revenue, 5.75%,
                                4/1/06, FGIC                                                267                           267
               1,815     1,815  St. Tammany Parish, Hospital Service, District #1,
                                Hospital Revenue, 6.30%, 7/1/07, Callable 7/1/02 @ 102                   1,958          1,958
               1,000     1,000  St. Tammany Parish, Sales & Use Tax Revenue, District #3,
                                 Series A, 6.50%, 12/1/02, Callable 12/1/99 @ 102, FGIC                  1,064          1,064
                 750       750  St. Tammany Parish, Sales & Use Tax, District #3,
                                Series A, 6.50%, 12/1/05, Callable 12/1/99 @ 102, FGIC                     798            798
                 400       400  St. Tammany Parish, School District #12, GO, 6.50%,
                                3/1/04, Callable 3/1/01 @ 100, FGIC                                        428            428
               1,665     1,665  Stadium & Exposition District, Hotel Occupancy, Tax &
                                Stadium Revenue, 5.65%, 7/1/07, Callable 7/1/04 @ 102,
                                 FGIC                                                                    1,805          1,805
     500                   500  State Energy & Power Authority Revenue, 6.00%, 1/1/13,
                                FGIC                                                        517                           517
               2,600     2,600  State Energy & Power Authority, Power Project Revenue,
                                Rodemacher Unit #2, 6.75%, 1/1/08, Callable 1/1/01
                                 @ 102, FGIC                                                             2,836          2,836
               1,500     1,500  State Gas & Fuels Tax Revenue, Series A,, 7.25%,
                                11/15/04, Callable 11/15/99 @ 102                                        1,607          1,607
     950                   950  State GO, Series  A, 6.00%, 5/15/99, MBIA                   977                           977
      55                    55  State GO, 6.25%, 8/1/99, MBIA                                56                            56
     195                   195  State GO, 6.25%, 8/1/99, MBIA                               202                           202
     250                   250  State GO, Series A, 6.25%, 8/1/99, MBIA                     258                           258
   1,750                 1,750  State GO, Series A, 5.50%, 4/15/02, FGIC                  1,841                         1,841
               2,750     2,750  State GO, 7.10%, 9/1/03, Callable 9/1/00 @ 102, FSA                      3,007          3,007
   1,000       4,000     5,000  State GO, 6.00%, 8/1/04, FGIC                             1,096          4,388          5,484
     250                   250  State GO, Series A, 6.00%, 8/1/04, FGIC                     264                           264
     500                   500  State GO, Series A, 5.50%, 5/15/05, MBIA                    535                           535
     400                   400  State GO, 5.38%, 8/1/05, MBIA                               425                           425
   1,000                 1,000  State GO, Series A, 6.00%, 5/1/07, Callable 5/1/04 @ 102,
                                 AMBAC                                                    1,098                         1,098
     750                   750  State GO, Series A, 5.60%, 5/15/07, MBIA                    813                           813
     250                   250  State GO, 5.60%, 8/1/07, MBIA                               271                           271
   1,000                 1,000  State GO, 5.13%, 4/15/08, FGIC                            1,043                         1,043
     250                   250  State GO, Series A, 5.70%, 5/15/08, Callable 5/15/05
                                @ 100, MBIA                                                 271                           271
     250                   250  State GO, 5.60%, 8/1/08, MBIA                               274                           274
               3,000     3,000  State GO, Series A, 6.50%, 4/15/06, FGIC                                 3,432          3,432
                 430       430  State GO, Series A, 6.00%, 5/1/08, Callable 5/1/04
                                @ 102, AMBAC                                                               473            473
               2,875     2,875  State GO, Series A, 5.80%, 8/1/10, MBIA                                  3,203          3,203
                 500       500  State GO, Series A, 6.10%, 5/1/11, Callable 5/1/04
                                @ 102, AMBAC                                                               551            551
               3,000     3,000  State GO, Series B, 5.63%, 8/1/13, MBIA                                  3,262          3,262
     500                   500  State Miscellaneous Taxes  Refunding Bond, Series A,
                                 5.70%, 8/1/08                                              552                           552
   1,130                 1,130  State Mississippi River Bridge Authority Revenue, 6.63%,
                                 11/1/06,
                                Callable 11/1/02 @ 102                                    1,262                         1,262
                 500       500  State Offshore Terminal Authority, Deepwater Port
                                 Revenue, 1st Stage, Series B, 6.10%, 9/1/02                               534            534
               1,325     1,325  State Offshore Terminal Authority, Deepwater Port
                                 Revenue, 1st Stage, Series B, 6.25%, 9/1/04                             1,445          1,445
               1,435     1,435  Tangipahoa Parish, Consolidated School District #1,
                                 GO, 6.15%,
                                12/1/07, Callable 12/1/02 @ 100                                          1,544          1,544
               1,250     1,250  Tangipahoa Parish, Hospital Service District #1,
                                Hospital Revenue, 6.13%, 2/1/14, Callable 2/1/04
                                 @ 102 , AMBAC                                                           1,362          1,362
               1,285     1,285  Terrebonne Parish, Hospital Service District #1,
                                 Hospital Revenue, Terrebonne General Medical Center
                                 Project, 7.40%, 4/1/03, Callable 4/1/98 @ 102, BIG                      1,322          1,322
                 690       690  Terrebonne Parish, Waterworks District #1, Water R
                                evenue, 5.70%, 11/1/06, Callable 11/1/03 @ 102, FGIC                       746            746
                 500       500  Terrebonne Parish, Waterworks District #1, Water
                                 Revenue, 5.75%, 11/1/08, Callable 11/1/03 @ 102, FGIC                     539            539
                 555       555  Vermilion Parish, Hospital Service, District #2,
                                 Health Care Revenue, Series A, 6.35%, 5/1/00, MBIA                        584            584
                                                                                        --------       ---------     ---------

 Total Municipal Bonds                                                                   37,543        156,509        194,052
                                                                                        --------       ---------     ---------

INVESTMENT COMPANIES  (1.8%):
   1,722                 1,722  SEI Tax Exempt Trust Institutional Tax Free Portfolio     1,722                         1,722
   1,675                 1,675  SEI Tax Exempt Trust Tax Free Portfolio                   1,675                         1,675
     224                   224  The One Group Municipal Money Market Fund, Fiduciary
                                 Class                                                                     224            224
                                                                                        --------       ---------     ---------
Total Investment Companies                                                                3,397            224          3,621
                                                                                        --------       ---------     ---------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>

THE ONE GROUP LOUISIANA MUNICIPAL BOND FUND / MARQUIS LOUSIANA TAX - FREE
INCOME FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>
                      PROFORMA
MARQUIS    ONE GROUP  COMBINED                                                                                         PROFORMA
SHARES OR  SHARES OR  SHARES OR                                                           MARQUIS       ONE GROUP       COMBINED
PRINCIPAL  PRINCIPAL  PRINCIPAL                                                           MARKET         MARKET         MARKET
AMOUNT      AMOUNT     AMOUNT            SECURITY DESCRIPTION                             VALUE          VALUE          VALUE
- --------  ---------  --------- --------------------------------------------------------- ---------    ----------      ---------
<S><C>
REPURCHASE AGREEMENTS (0.5%):
   1,000                1,000   UBS Securities, 6.50%, 1/2/98 (Collateralized by $1,020
                                U.S. Government Agency Securities, 0.00%, 3/22/01,
                                market value $1,023)                                      1,000                         1,000
                                                                                        --------                     ---------
Total Repurchase Agreements                                                               1,000                         1,000
                                                                                        --------                     ---------

Total (Cost $188,048) (a)                                                                41,940        156,733        198,673
                                                                                        --------       ---------     ---------
                                                                                        --------       ---------     ---------
</TABLE>

- ----------------------
Percentages indicated are based on net assets of $198,229.
(a) Represents cost for financial reporting purposes and
differs from value by net unrealized appreciation of securities
as follows (amounts in thousands) :

<TABLE>
<S>                                                                 <C>
                    Unrealized appreciation. . . . . . . . . . .    $10,628
                    Unrealized depreciation. . . . . . . . . . .         (3)

                    Net unrealized appreciation . . . . . . . .     $10,625
</TABLE>
AMBAC     Insured by AMBAC Indemnity Corp.
AMT       Alternative Minimum Tax Paper
BIG       Insured by Bond Insurance Guarantee
ETM       Escrowed to Maturity
FGIC      Insured by Federal Guarantee Insurance Corp.
FSA       Insured by Federal Security Assurance
GNMA      Insured by Government National Mortgage Association
GO        General Obligation
MBIA      Insured by Municipal Bond Insurance Association


SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>

THE ONE GROUP DISCIPLINED VALUE FUND / MARQUIS VALUE EQUITY FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>
                        Proforma
 Marquis      One Group Combined                                                                                      Proforma
Shares or     Shares or Shares or                                                       Marquis       One Group       Combined
Principal     Principal Principal                                                        Market         Market         Market
 Amount        Amount    Amount   Security Description                                   Value          Value          Value
 ------        ------    ------   -----------------------------------------------        -----          -----          -----
<S><C>
COMMON STOCKS (97.3%):
Banking  (18.3%):
                 105       105    Charter One Financial, Inc.                                            6,631          6,631
                 139       139    Crestar Financial Corp.                                                7,923          7,923
                  77        77    First American Bank Corp.                                              5,950          5,950
                 180       180    First Security Corp.                                                   7,538          7,538
                 111       111    First Tennessee National Corp. (c)                                     7,376          7,376
                  79        79    First Virginia Banks, Inc.                                             4,078          4,078
                 205       205    Firstar Corp.                                                          8,700          8,700
                 180       180    Hibernia Corp., Class A                                                3,386          3,386
                  12        12    ING Groep N.V. - ADR (c)                                                 520            520
                 169       169    Marshall & Ilsley Corp.                                               10,499         10,499
                  45        45    MBNA Corp.                                                             1,229          1,229
                 195       195    Mercantile Bancorporation                                             11,992         11,992
                 138       138    Mercantile Bankshares Corp.                                            5,380          5,380
                 196       196    Old Kent Financial Corp.                                               7,767          7,767
                  34        34    PNC Bank Corp.                                                         1,940          1,940
                 278       278    Provident Co., Inc.                                                   10,738         10,738
                 168       168    Regions Financial Corp.                                                7,088          7,088
     13                     13    SLM Holding Corp.                                       1,743                         1,743
                 183       183    Southtrust Corp.                                                      11,603         11,603
                  34        34    State Street Corp.                                                     1,978          1,978
                 269       269    Summit Bancorp                                                        14,298         14,298
                  59        59    Union Planters Corp. (c)                                               4,008          4,008
                  25        25    Washington Mutual, Inc.                                                1,595          1,595
                                                                                       --------       --------       --------
                                                                                          1,743        142,217        143,960
                                                                                       --------       --------       --------

Business Equipment & Services  (1.7%):
     70                     70    Enova Corp.                                             1,897                         1,897
                  60        60    Jacobs Engineering Group, Inc. (b)                                     1,523          1,523
     90          126       216    Office Depot, Inc. (b)                                  2,145          3,016          5,161
                 192       192    Olsten Corp.                                                           2,880          2,880
                  63        63    Stewart Enterprises Corp.                                              2,937          2,937
                                                                                       --------       --------       --------
                                                                                          4,042         10,356         14,398
                                                                                       --------       --------       --------

Capital Goods  (5.5%):
     35                     35    Aeroquip-Vickers, Inc.                                                 1,712          1,712
     38                     38    Caterpillar, Inc.                                       1,855                         1,855
     22                     22    Cummins Engine, Inc.                                                   1,299          1,299
     31                     31    Deere & Co.                                             1,808                         1,808
                  55        55    Flowserve Corp.                                                        1,527          1,527
                 128       128    Harsco Corp.                                                           5,511          5,511
                  35        35    Hubbell, Inc., Series B                                                1,726          1,726
     36                     36    Ingersoll Rand Co.                                      1,458                         1,458
                 153       153    Mark IV Industries, Inc.                                               3,336          3,336
                 143       143    Molex, Inc.                                                            4,588          4,588
     42                     42    Parker-Hannifin Corp.                                                  1,942          1,942
                  87        87    Southdown, Inc.                                                        5,133          5,133
                  84        84    Teleflex, Inc.                                                         3,179          3,179
                 116       116    Trinity Industries                                                     5,177          5,177
                 111       111    United State Filter Corp. (b)(c)                                       3,323          3,323
                                                                                       --------       --------       --------
                                                                                         10,074         33,500         43,574
                                                                                       --------       --------       --------

Consumer Durable  (1.3%):
     49           67       116    Arvin Industries, Inc.                                  1,637          2,242          3,879
     40                     40    Chrysler Corp.                                          1,400                         1,400
     41                     41    Ford Motor Co.                                          1,996                         1,996
                  55        55    Lear Corp.(b)                                                          2,613          2,613
                                                                                       --------       --------       --------
                                                                                          5,033          4,854          9,888
                                                                                       --------       --------       --------

Consumer Non-Durable  (6.0%):
                  52        52    Dean Foods Co.                                                         3,094          3,094
     49                     49    Dexter Corp.                                            2,108                         2,108
                 125       125    First Brands Corp.                                                     3,367          3,367
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>

THE ONE GROUP DISCIPLINED VALUE FUND / MARQUIS VALUE EQUITY FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>
                        Proforma
 Marquis      One Group Combined                                                                                      Proforma
Shares or     Shares or Shares or                                                       Marquis       One Group       Combined
Principal     Principal Principal                                                        Market         Market         Market
 Amount        Amount    Amount   Security Description                                   Value          Value          Value
 ------        ------    ------   -----------------------------------------------        -----          -----          -----
<S><C>
                  82        82    Hormel Foods Corp.                                                     2,686          2,686
                 102       102    IBP, Inc.                                                              2,136          2,136
                  95        95    Intimate Brands, Inc. (c)                                              2,286          2,286
     63                     63    Lafarge Corp.                                           1,862                         1,862
                  98        98    McCormick & Co., Inc.                                                  2,744          2,744
                  73        73    Newell Co.                                                             3,103          3,103
                  67        67    Payless Shoesource, Inc. (b)                                           4,497          4,497
     60                     60    Premark International, Inc.                                            1,730          1,730
     38                     38    Quaker Oats Co.                                         1,989                         1,989
     42                     42    Russell Corp.                                           1,116                         1,116
     44                     44    Supervalu, Inc.                                         1,859                         1,859
                 345       345    Tyson Foods, Inc., Class A (c)                                         7,072          7,072
     44           46        90    Universal Corp.                                         1,793          1,892          3,685
     40                     40    V.F. Corp.                                              1,838                         1,838
                                                                                       --------       --------       --------
                                                                                         14,294         32,876         47,171
                                                                                       --------       --------       --------

Consumer Services  (4.1%):
                 130       130    Belo (A.H.) Corp., Series A                                            7,302          7,302
                 100       100    Cendant Corp. (b) (c)                                                  3,438          3,438
                  70        70    Circus Circus Entertainment (b)(c)                                     1,435          1,435
                  65        65    Hasbro, Inc.                                                           2,048          2,048
                 107       107    International Game Technologies                                        2,702          2,702
     46                     46    King World Productions, Inc.(b)                         2,657                         2,657
                 143       143    MGM Grand, Inc. (b)(c)                                                 5,157          5,157
                  15        15    Washington Post Co.                                                    7,298          7,298
                                                                                       --------       --------       --------
                                                                                          2,657         29,378         32,035
                                                                                       --------       --------       --------

Energy  (5.5%):
                  36        36    Ashland, Inc.                                                          1,933          1,933
                  29        29    BJ Services Co. (b)(c)                                  2,086          2,086
     22                     22    British Petroleum Co.                                   1,732                         1,732
     22                     22    Chevron Corp.                                           1,694                         1,694
                 113       113    Mapco, Inc.                                                            5,236          5,236
                            21    Mobil Corp.                                             1,502                         1,502
                  43        43    Murphy Oil Corp.                                                       2,330          2,330
                            70    Noble Drilling Corp.                                    2,153                         2,153
                  42        42    Pioneer Natural Resources Co.                                          1,214          1,214
                            33    Texaco, Inc.                                            1,774                         1,774
                  53        53    Tosco Corp.                                                            2,004          2,004
                  84       129    Transocean Offshore, Inc. (c)                           2,187          4,048          6,234
                 172       172    Ultramar Diamond Shamrock Corp.                                        5,482          5,482
                            50    USX-Marathon Group                                      1,688                         1,688
                            73    Valero Energy Corp.                                                    2,305          2,305
                            98    Weatherford Enterra, Inc.(b)                                           4,288          4,288
                                                                                       --------       --------       --------
                                                                                         12,729         30,926         43,655
                                                                                       --------       --------       --------

Financial Services  (8.7%):
     45          177       222    A.G. Edwards, Inc.                                      1,789          7,036          8,825
     41                     41    Ambac Financial Group Inc.                              1,886                         1,886
     29          155       184    BankAmerica Corp.                                       2,088          7,363          9,450
     49                     49    Bear Stearns Co., Inc. (c)                              2,308                         2,308
     16                     16    Chase Manhattan Corp.                                   1,733                         1,733
     15                     15    Citicorp                                                1,833                         1,833
     36                     36    Conseco, Inc.                                           1,649                         1,649
     50                     50    Equitable, Companies Inc.                               2,478                         2,478
     37                     37    Federal National Mortgage Assoc.                        2,106                         2,106
     25                     25    First Union Corp.                                       1,281                         1,281
                  60        60    Gatx Corp.                                                             4,354          4,354
     14                     14    J.P. Morgan & Co., Inc.                                 1,524                         1,524
     80          227       306    Paine Webber Group, Inc.                                2,763          7,828         10,592
                 117       117    PMI Group, Inc. (c)                                                    8,461          8,461
                  84        84    Reliance Group Holdings, Inc.                                          1,187          1,187
                  33        33    Reliastar Financial Corp.                                              1,359          1,359
                  65        65    The Money Store, Inc. (c)                                              1,365          1,365
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>

THE ONE GROUP DISCIPLINED VALUE FUND / MARQUIS VALUE EQUITY FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>
                        Proforma
 Marquis      One Group Combined                                                                                      Proforma
Shares or     Shares or Shares or                                                       Marquis       One Group       Combined
Principal     Principal Principal                                                        Market         Market         Market
 Amount        Amount    Amount   Security Description                                   Value          Value          Value
 ------        ------    ------   -----------------------------------------------        -----          -----          -----
<S><C>
                  50        50    Transatlantic Holdings, Inc.                                           3,604          3,604
     50                     50    Travelers Group, Inc.                                   2,667                         2,667
                                                                                       --------       --------       --------
                                                                                         26,105         42,555         68,660
                                                                                       --------       --------       --------

Health Care  (4.8%):
                  87        87    Allegiance Corp.                                                       3,065          3,065
                  82        82    Apria Healthcare Group, Inc. (b)                                       1,102          1,102
                  21        21    ATLI Ultrasound, Inc. (b)                                                966            966
                  47        47    Bergen Brunswig Corp.                                                  1,980          1,980
                  22        22    Cardinal Health, Inc. (c)                                              1,653          1,653
     25                     25    Eli Lilly & Co.                                         1,741                         1,741
                   5         5    Genzyme Corp. (b)                                                         33             33
                 160       160    Genzyme Corp. (b) (c)                                                  4,440          4,440
                  40        40    HBO & Co.                                                              1,920          1,920
                  79        79    McKesson Corp.                                                         8,550          8,550
                  80        80    Medpartners, Inc. (b)(c)                                               1,790          1,790
                 233       233    Mylan Laboratories (c)                                                 4,872          4,872
                  66        66    St. Jude Medical Center, Inc. (b)                                      2,013          2,013
     62                     62    Tenet Healthcare Corp.(b)                               2,042                         2,042
                  46        46    Watson Pharmaceuticals, Inc. (b)                                       1,492          1,492
                                                                                       --------       --------       --------
                                                                                          3,783         33,876         37,659
                                                                                       --------       --------       --------

Raw Materials  (5.4%):
                  91        91    Alumax, Inc.(b)                                                        3,094          3,094
                  43        43    B. F. Goodrich Co. (c)                                                 1,782          1,782
                 109       109    Cabot Corp.                                                            3,011          3,011
                  96        96    Crompton & Knowles Corp. (c)                                           2,544          2,544
     17                     17    Dow Chemical Co.                                        1,756                         1,756
                 174       174    Ferro Corp.                                                            4,219          4,219
                  23        23    Fuller (H. B.) Co.                                                     1,114          1,114
                  98        98    Hanna (M.A.) Co.                                                       2,481          2,481
                  76        76    Ispat International NV (c)                                             1,644          1,644
     42                     42    Lubrizol Corp.                                          1,543                         1,543
                 102       102    Olin Corp. (c)                                                         4,781          4,781
                  75        75    Schulman, Inc.                                                         1,872          1,872
                  54        54    Sigma-Aldrich Corp.                                                    2,147          2,147
     46                     46    USX - U.S. Steel Group, Inc.                            1,428                         1,428
     22           19        41    Vulcan Materials Co.                                    2,222          1,981          4,203
                  99        99    Wellman, Inc.                                                          1,931          1,931
                  72        72    Witco Corp.                                                            2,939          2,939
                                                                                       --------       --------       --------
                                                                                          6,950         35,538         42,488
                                                                                       --------       --------       --------

Retail  (4.6%):
                  62        62    Best Buy, Inc. (b)                                                     2,286          2,286
                  60        60    CompUSA, Inc. (b)                                                      1,860          1,860
                 132       132    Cracker Barrel                                                         4,406          4,406
     87           73       160    Fingerhut Companies, Inc.                               1,865          1,560          3,425
                  81        81    Fred Meyer, Inc. (b)(c)                                                2,961          2,961
                  66        66    Hannaford Brothers Co.                                                 2,863          2,863
                  70        70    Just For Feet, Inc. (b)                                                  919            919
                 320       320    Officemax, Inc.(b)                                                     4,560          4,560
                  96        96    Outback Steakhouse, Inc. (b)(c)                                        2,760          2,760
     72                     72    Ross Stores, Inc.                                       2,619                         2,619
                  33        33    Sbarro, Inc.                                                             863            863
     66                     66    TJX Co., Inc.                                           2,270                         2,270
                  50        50    Toys R Us, Inc.(b)                                                     1,572          1,572
                 138       138    U S Office Products Co. (b)(c)                                         2,708          2,708
                                                                                       --------       --------       --------
                                                                                          6,754         29,318         36,072
                                                                                       --------       --------       --------

Shelter  (2.6%):
                  59        59    Bowater, Inc.                                                          2,622          2,622
     35                     35    Centex Corp.                                                           2,207          2,207
                 207       207    Clayton Homes, Inc.                                                    3,726          3,726
     36                     36    Fleetwood Enterprises, Inc.                                            1,528          1,528
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>

THE ONE GROUP DISCIPLINED VALUE FUND / MARQUIS VALUE EQUITY FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>
                        Proforma
 Marquis      One Group Combined                                                                                      Proforma
Shares or     Shares or Shares or                                                       Marquis       One Group       Combined
Principal     Principal Principal                                                        Market         Market         Market
 Amount        Amount    Amount   Security Description                                   Value          Value          Value
 ------        ------    ------   -----------------------------------------------        -----          -----          -----
<S><C>
                  85        85    Kaufman & Broad Home Corp.                                             1,907          1,907
                  45        45    Leggett & Platt, Inc.                                                  1,884          1,884
                 105       105    Pentair, Inc.                                                          3,773          3,773
                  69        69    Rayonier, Inc.                                                         2,928          2,928
                                                                                       --------       --------       --------
                                                                                          3,734         16,841         20,575
                                                                                       --------       --------       --------

Technology  (6.5%):
                  68        68    American Power Conversion (b)                                          1,607          1,607
     54                     54    Applied Materials, Inc.(b)                              1,621                         1,621
                 163       163    Arrow Electronics, Inc.(b)                                             5,294          5,294
                  87        87    ATMEL Corp. (b)                                                        1,615          1,615
                  36        36    Avnet, Inc.                                                            2,343          2,343
     46                     46    Compaq Computer Corp. (b)                               2,596                         2,596
     44                     44    Computer Associates International, Inc.                 2,309                         2,309
                 310       310    Cypress Semiconductor Corp. (b)                                        2,635          2,635
                  19        19    Dell Computer Corp.(b)                                                 1,596          1,596
                  60        60    EMC Corp.(b)                                                           1,646          1,646
                  71        71    NCR Corp. (b)(c)                                                       1,975          1,975
     41                     41    Novellus Systems, Inc.                                  1,328                         1,328
                 100       100    Orbital Sciences Corp.(b)                                              2,989          2,989
     50                     50    Quantum Corp. (b)                                         998                           998
     62                     62    Sci Systems, Inc.                                       2,683                         2,683
                 117       117    Storage Technology Corp. (b)(c)                                        7,247          7,247
                  17        17    Stratus Computer, Inc.(b)                                                624            624
     50                     50    Tech Data Corp.                                         1,931                         1,931
                  67        67    Teradyne, Inc.(b)                                                      2,144          2,144
     21           54        75    Thiokol Corp.                                           1,739          4,388          6,126
                                                                                       --------       --------       --------
                                                                                         15,204         36,101         51,305
                                                                                       --------       --------       --------

Transportation  (2.4%):
     44                     44    Airborne Freight Corp.                                  2,704                         2,704
                  17        17    ASA Holdings, Inc.                                                       483            483
                  24        24    Burlington Northern Santa Fe Corp.                                     2,231          2,231
                 137       137    CNF Transportation, Inc.                                               5,257          5,257
     26                     26    Federal Express Corp. (b)                               1,613                         1,613
                  93        93    Kansas City Southern Industries                                        2,953          2,953
     88                     88    Southwest Airlines Co.                                  2,166                         2,166
                  57        57    Yellow Corp. (b)(c)                                                    1,432          1,432
                                                                                       --------       --------       --------
                                                                                          6,483         12,356         18,839
                                                                                       --------       --------       --------

Utilities  (19.9%):
                 102       102    AES Corp.(b)                                                           4,756          4,756
                  73        73    AGL Resources                                                          1,500          1,500
                 307       307    Allegheny Energy, Inc.                                                 9,977          9,977
                  70        70    American Water Works, Inc. (c)                                         1,912          1,912
     52                     52    Baltimore Gas & Electric Co.                            1,754                         1,754
                 170       170    Century Telephone Enterprises                                          8,468          8,468
                 102       102    Cinergy Corp.                                                          3,908          3,908
                 253       253    CMS Energy Corp.                                                      11,148         11,148
     41                     41    Consolidated Edison Co. of New York, Inc.               1,681                         1,681
     58                     58    Duke Power Co., Inc.                                    3,217                         3,217
                  60        60    Edison International                                                   1,642          1,642
                 113       113    El Paso Natural Gas Co.                                                7,515          7,515
                  23        23    Florida Power & Light Group, Inc.                                      1,361          1,361
                  53        53    Florida Progress Corp.                                                 2,080          2,080
     40           85       125    General Public Utilities Corp.                          1,685          3,581          5,266
                 207       207    L G & E Energy Corp. (c)                                               5,118          5,118
                 148       148    LCI International, Inc. (b)(c)                                         4,551          4,551
                 139       139    MCN Energy Group, Inc. (c)                                             5,612          5,612
                 200       200    Montana Power Co.                                                      6,356          6,356
     37          101       138    National Fuel Gas Co.                                   1,801          4,917          6,719
                 236       236    New Century Energies, Inc.                                            11,291         11,291
     24           55        79    New England Electric Systems                            1,039          2,351          3,390
                 201       201    New York State Electric & Gas Corp.                                    7,136          7,136
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>

THE ONE GROUP DISCIPLINED VALUE FUND / MARQUIS VALUE EQUITY FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>
                        Proforma
 Marquis      One Group Combined                                                                                      Proforma
Shares or     Shares or Shares or                                                       Marquis       One Group       Combined
Principal     Principal Principal                                                        Market         Market         Market
 Amount        Amount    Amount   Security Description                                   Value          Value          Value
 ------        ------    ------   -----------------------------------------------        -----          -----          -----
<S><C>
                 176       176    Nextel Communications, Inc., Class A (b)                               4,563          4,563
                            49    NICOR, Inc.                                             2,071                         2,071
                 103       103    Nipsco Industries, Inc.                                                5,092          5,092
                            27    Peoples Energy Corp.                                    1,043                         1,043
                 199       199    Pinnacle West Capital Corp.                                            8,416          8,416
                  66        66    Potomiac Electric Power Co.                                            1,704          1,704
                            57    PP&L Resources, Inc.                                    1,364                         1,364
                  74        74    Questar Corp.                                                          3,302          3,302
                  84        84    Scana Corp.                                                            2,515          2,515
                            75    Southern Co.                                            1,928                         1,928
                 296       296    Teco Energy, Inc.                                                      8,325          8,325
                                                                                       --------       --------       --------
                                                                                         17,583        139,097        156,681
                                                                                       --------       --------       --------
Total Common Stocks                                                                     137,168        629,791        766,959
                                                                                       --------       --------       --------

INVESTMENT COMPANIES (0.5%)

  3,730                  3,730    SEI Liquid Asset Trust Government Portfolio             3,730                         3,730
                                                                                       --------                      --------
Total Investment Companies                                                                3,730                         3,730
                                                                                       --------                      --------


REPURCHASE AGREEMENT (3.4%):

              15,355    15,355    Prudential Securities, 6.80%, 1/2/98 (Collateralized
                                  U.S. Treasury Notes , 6.25%, 1/31/02, market value -
                                  $15,663)                                                              15,355         15,355
       1,380             1,380    UBS Securities, 6.50%, 1/2/98 (Collaretalized
                                  by $7,080 U.S. Treasury Strips, 0.00%, 11/15/24,
                                  market value - $1,408)                                  1,380                         1,380
                                                                                       --------       --------       --------
Total Repurchase Agreements                                                               1,380         15,355         16,735
                                                                                       --------       --------       --------

Total (Cost $608,093) (a)                                                               142,279        645,146        787,426
                                                                                       --------       --------       --------
                                                                                       --------       --------       --------
</TABLE>

- ------------------
Percentages indicated are based on net assets of $788,124.
(a) Represents cost for federal income tax purposes and differs from value by
    net unrealized appreciation of securities as follows
    (amounts in thousands):

<TABLE>
<CAPTION>
<S>                                               <C>
          Unrealized appreciation . . . . . . . . $188,810
          Unrealized depreciation . . . . . . . .   (9,478)

          Net unrealized appreciation . . . . . . $179,332
</TABLE>

(b) Non-income producing securities.

(c) With respect to the One Group fund only, a portion of this security was
    loaned as of December 31, 1997.

SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>

THE ONE GROUP GROWTH OPPORTUNITIES FUND / MARQUIS GROWTH EQUITY FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS           DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>

                      PROFORMA
  MARQUIS  ONE GROUP  COMBINED                                                                                       PROFORMA
 SHARES OR SHARES OR  SHARES OR                                                            MARQUIS      ONE GROUP    COMBINED
 PRINCIPAL PRINCIPAL  PRINCIPAL                                                            MARKET        MARKET        MARKET
  AMOUNT    AMOUNT     AMOUNT                  SECURITY DESCRIPTION                        VALUE         VALUE         VALUE
- ---------  -------- ----------  ---------------------------------------------------      ---------     ---------    ---------
<S><C>
COMMON STOCKS  (94.7%):
Business Equipment & Services   (13.1%):
               166       166    America Online, Inc. (b) (c)                                              14,796      14,796
               170       170    Cintas Corp.                                                               6,646       6,646
                62        62    Corrections Corporation of America (b) (c)                                 2,298       2,298
        7                  7    Equifax, Inc.                                                241                        241
               101       101    Fiserv, Inc. (b) (c)                                                       4,971       4,971
        9       96       105    Herman Miller, Inc.                                           507          5,211       5,718
               143       143    Manpower, Inc.                                                             5,055       5,055
        7      283       290    Omnicom Group, Inc.                                           314         11,984      12,298
               255       255    Paychex, Inc. (c)                                                         12,918      12,918
        4                  4    Pitney Bowes, Inc.                                            333                        333
                67        67    Pittston Co.                                                               2,681       2,681
               214       214    Reynolds & Reynolds Co.                                                    3,940       3,940
        4      392       396    Staples, Inc. (b) (c)                                         101         10,874      10,975
               147       147    Sterling Commerce, Inc. (b)                                                5,667       5,667
                19        19    Stewart Enterprises, Inc.                                                    891         891
               255       255    Sungard Data Systems, Inc. (b) (c)                                         7,896       7,896
               402       402    U.S.A. Waste Services, Inc. (b) (c)                                       15,790      15,790
                76        76    Viad Corp.                                                                 1,475       1,475
                19        19    Viking Office Products  (b)                                                  412         412
                81        81    Wallace Computer Services                                                  3,153       3,153
                                                                                       ----------      ---------   ---------
                                                                                            1,496        116,658     118,154
                                                                                       ----------      ---------   ---------
Capital Goods  (3.4%):
        4                  4    Aeroquip-Vickers, Inc.                                        217                        217
                70        70    Catellus Development Corp. (b)                                             1,400       1,400
        4      108       112    Diebold, Inc.                                                 217          5,446       5,663
        4        6        10    Dover Corp.                                                   154            223         377
                95        95    Fastenal Co. (c)                                                           3,618       3,618
                76        76    Federal Signal Corp.                                                       1,648       1,648
        6                  6    General Electric Co.                                          455                        455
        5       97       102    Hubbell, Inc., Class B                                        223          4,803       5,026
        4                  4    Illinois Tool Works, Inc.                                     252                        252
        7                  7    Iomega Corp.                                                   83                         83
        4                  4    Kemet Corp.                                                    84                         84
        7                  7    Molex, Inc.                                                   227                        227
                57        57    Precision Castparts Co.                                                    3,450       3,450
        3                  3    Stanley Works                                                 164                        164
        5      129       134    Sundstrand Corp.                                              265          6,478       6,743
        4                  4    Tyco International Ltd.                                       194                        194
                41        41    United States Filter Corp. (b) (c)                                         1,230       1,230
        3                  3    United Technologies Corp.                                     206                        206
                                                                                       ----------      ---------   ---------
                                                                                            2,741         28,296      31,037
                                                                                       ----------      ---------   ---------
Consumer Durable  (2.0%):
               111       111    Danaher Corp. (c)                                                          6,998       6,998
        8       58        66    Federal Mogul Corp. (c)                                       327          2,341       2,668
        3      283       286    Harley-Davidson, Inc. (c)                                      95          7,758       7,853
                22        22    OEA, Inc.                                                                    624         624
                                                                                       ----------      ---------   ---------
                                                                                              422         17,721      18,143
                                                                                       ----------      ---------   ---------
Consumer Non-Durable  (8.6%):
                52        52    Beringer Wine Estates, Series B (b) (c)                                    1,957       1,957
        2                  2    Brown-Forman Corp., Class B                                   105                        105
        8                  8    Campbell Soup Co.                                             491                        491
        2                  2    Clorox Co.                                                    158                        158
        4      690       694    Coca-Cola Enterprises (c)                                     126         24,524      24,650
        5                  5    Colgate Palmolive Co.                                         337                        337
        8                  8    ConAgra Inc.                                                  251                        251
               143       143    Dial Corp.                                                                 2,966       2,966
                94        94    Dole Food, Inc. (c)                                                        4,310       4,310
        5      194       199    Flowers Industries, Inc.                                      105          3,993       4,098
       10      129       139    General Nutrition Cos. (b)                                    356          4,389       4,745
        6                  6    H. J. Heinz Co.                                               299                        299
        5                  5    Hershey Foods Corp.                                           290                        290
        3                  3    Interpublic Group of Cos. Inc.                                142                        142
        7      449       456    Interstate Bakeries Co. (c)                                   260         16,763      17,023

</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>

THE ONE GROUP GROWTH OPPORTUNITIES FUND / MARQUIS GROWTH EQUITY FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS           DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>

                      PROFORMA
  MARQUIS  ONE GROUP  COMBINED                                                                                       PROFORMA
 SHARES OR SHARES OR  SHARES OR                                                            MARQUIS      ONE GROUP    COMBINED
 PRINCIPAL PRINCIPAL  PRINCIPAL                                                            MARKET        MARKET        MARKET
  AMOUNT    AMOUNT     AMOUNT                  SECURITY DESCRIPTION                        VALUE         VALUE         VALUE
- ---------  -------- ----------  ---------------------------------------------------      ---------     ---------    ---------
<S><C>
        8      133       141    Jones Apparel Group, Inc. (b)                                 344          5,708       6,052
        3                  3    Kellogg Co.                                                   169                        169
                41        41    Lancaster Colony Corp.                                                     2,328       2,328
                28        28    Nautica Enterprises, Inc. (b)                                                651         651
        2                  2    Newell Co.                                                     85                         85
        3                  3    Panamerican Beverage, Inc., Class A                           112                        112
        4                  4    PepsiCo., Inc.                                                151                        151
        3                  3    Pioneer Hi-Bred International, Inc.                           323                        323
        5                  5    Quaker Oats Co.                                               274                        274
        2                  2    Sysco Corp.                                                   105                        105
                14        14    Tommy Hilfiger Corp. (b)                                                     492         492
                95        95    Unifi, Inc.                                                                3,877       3,877
        3                  3    Wrigley (WM.)  Junior Co.                                     265                        265
                                                                                       ----------      ---------   ---------
                                                                                            4,748         71,958      76,706
                                                                                       ----------      ---------   ---------
Consumer Services  (1.9%):
        8      165       173    Callaway Golf Co. (c)                                         214          4,711       4,925
        5                  5    Carnival Corp., Class A                                       277                        277
        4                  4    Gannett, Inc.                                                 225                        225
        4      255       259    International Game Technologies                               105          6,446       6,551
        5                  5    Marriott International, Inc.                                  346                        346
        3                  3    McGraw Hill, Inc.                                             253                        253
       13                 13    Meredith Corp.                                                471                        471
        5       45        50    Promus Hotel Corp. (b)                                        223          1,873       2,096
                38        38    TCA Cable TV, Inc.                                                         1,748       1,748
        4                  4    Time Warner, Inc.                                             221                        221
        3                  3    Tribune Co.                                                   156                        156
        1                  1    Walt Disney Co.                                               142                        142
                                                                                       ----------      ---------   ---------
                                                                                            2,633         14,778      17,411
                                                                                       ----------      ---------   ---------
 Energy  (7.2%):
        2                  2    BJ Services Co.(b)                                            163                        163
        9      252       261    Ensco International, Inc. (c)                                 293          8,435       8,728
        5                  5    Falcon Drilling Company, Inc.                                 187                        187
               317       317    Global Marine, Inc. (b)                                                    7,774       7,774
        9                  9    Halliburton Co.                                               442                        442
                 1         1    Houston Exploration Co. (b)                                                   11          11
               385       385    Intelect Communications, Inc. (b) (c)                                      1,971       1,971
       12                 12    Marine Drilling Company, Inc.                                 252                        252
        5      292       297    Nabors Industries, Inc. (b) (c)                               152          9,188       9,340
       11                 11    Newfield Exploration Co.                                      261                        261
               232       232    Noble Drilling Corp. (b) (c)                                               7,102       7,102
                 8         8    Phillips Petroleum Co.                                                       389         389
        5                  5    Schlumberger Ltd.                                             419                        419
        2      121       123    Smith International, Inc. (b) (c)                             125          7,445       7,570
               104       104    Tidewater, Inc.                                                            5,739       5,739
               278       278    Tosco Corp. (c)                                                           10,527      10,527
        6                  6    Transocean Offshore, Inc.                                     291                        291
               116       116    Varco International, Inc. (b)                                              2,491       2,491
       15                 15    Weatherford Enterra, Inc. (b)                                                670         670
                                                                                       ----------      ---------   ---------
                                                                                            2,585         61,742      64,327
                                                                                       ----------      ---------   ---------
Financial Services  (13.4%):
               274       274    AFLAC, Inc.                                                               13,990      13,990
        3                  3    Alliance Capital Management L.P.                              105                        105
        3                  3    American Express Co.                                          227                        227
        2                  2    American International Group, Inc.                            246                        246
                20        20    Associated Bancorp                                                         1,102       1,102
               152       152    Capital One Financial Corp.                                                8,247       8,247
        2                  2    Charles Schwab Corp.                                           97                         97
                86        86    Charter One Financial, Inc.                                                5,415       5,415
                82        82    City National Corp.                                                        3,029       3,029
                73        73    ESG Re Ltd.                                                                1,704       1,704
        2                  2    Federal National Mortgage Assoc.                              105                        105
        1                  1    Fifth Third Bancorp                                           103                        103
                39        39    First America Bank Corp.                                                   2,985       2,985
                97        97    First Security Corp.                                                       4,058       4,058
        1       10        11    First Tennessee National Corp.                                 99            667         766

</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>

THE ONE GROUP GROWTH OPPORTUNITIES FUND / MARQUIS GROWTH EQUITY FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS           DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>

                      PROFORMA
  MARQUIS  ONE GROUP  COMBINED                                                                                       PROFORMA
 SHARES OR SHARES OR  SHARES OR                                                            MARQUIS      ONE GROUP    COMBINED
 PRINCIPAL PRINCIPAL  PRINCIPAL                                                            MARKET        MARKET        MARKET
  AMOUNT    AMOUNT     AMOUNT                  SECURITY DESCRIPTION                        VALUE         VALUE         VALUE
- ---------  -------- ----------  ---------------------------------------------------      ---------     ---------    ---------
<S><C>
                24        24    Firstar Corp.                                                              1,023       1,023
        7      258       265    Franklin Resources, Inc.                                      587         22,447      23,034
                16        16    Green Tree Financial Corp. (c)                                               406         406
                20        20    Marshall & Ilsley Corp.                                                    1,242       1,242
                38        38    Mercantile Bancorporation                                                  2,306       2,306
        5       27        32    MGIC Investment Corp.                                         306          1,765       2,071
        1      262       263    Northern Trust Corp.                                          102         18,254      18,356
                47        47    Old Republic International Corp.                                           1,759       1,759
        6      120       126    Price (T. Rowe) Associates                                    351          7,529       7,880
        9      119       128    Robert Half International, Inc. (b)                           358          4,768       5,126
        3                  3    SLM Holding Corp.                                             356                        356
        4                  4    Star Banc Corp.                                               250                        250
        2                  2    State Street Corp.                                            121                        121
                 5         5    Summit Bancorp                                                               266         266
        4       42        46    SunAmerica, Inc.                                              163          1,779       1,942
        8                  8    Synovus Financial Corp.                                       259                        259
               176       176    TCF Financial Corp.                                                        5,987       5,987
                29        29    Union Planters Corp.                                                       1,957       1,957
                52        52    Wilmington Trust Corp.                                                     3,243       3,243
                                                                                       ----------      ---------   ---------
                                                                                            3,835        115,928     119,763
                                                                                       ----------      ---------   ---------
 Health Care  (8.9%):
                15        15    Biogen, Inc. (b)                                                           5,595       5,595
        4       18        22    Biomet, Inc.                                                  103            461         564
        4                  4    Bristol Myers Squibb Co.                                      416                        416
        1                  1    Cardinal Health, Inc. (c)                                      91                         91
        8      151       159    Centocor, Inc. (b)                                            256          5,027       5,283
               311       311    Chiron Corp. (b) (c)                                                       5,287       5,287
               116       116    Dentsply International, Inc.                                               3,544       3,544
               143       143    Foundation Health Systems, Series A (b) (c)                                3,188       3,188
        4                  4    Guidant Corp.                                                 269                        269
        6                  6    HBO & Co.                                                     288                        288
                88        88    Health Care & Retirement Corp. (b)                                         3,538       3,538
        5      293       298    Health Management Associates, Inc. (b)                        115          7,405       7,520
                80        80    Healthcare Compare Corp. (b)                                               4,112       4,112
        3       26        29    Healthsouth Corp. (b) (c)                                      97            717         814
               105       105    Hillenbrand Industries, Inc.                                               5,349       5,349
                14        14    Integrated Health Services                                                   430         430
        5                  5    Johnson & Johnson                                             329                        329
        8                  8    Lilly Eli And Co.                                             522                        522
                17        17    Medtronic, Inc.                                                              868         868
        4                  4    Merck & Co., Inc.                                             461                        461
               175       175    Omnicare, Inc. (c)                                                         5,422       5,422
                97        97    Oxford Health Plans, Inc. (b)                                              1,515       1,515
        4                  4    Pharmacia & Upjohn, Inc.                                      139                        139
                95        95    Quorum Health Group, Inc. (b)                                              2,482       2,482
                40        40    R. P. Scherer Corp. (b)                                                    2,440       2,440
        8                  8    Schering Plough Corp.                                         510                        510
        2                  2    Shared Medical Systems Corp.                                  129                        129
               183       183    Stryker Corp. (c)                                                          6,832       6,832
        4       98       102    Sybron International Corp. - Wisconsin (b) (c)                170          4,576       4,746
                12        12    United Healthcare Corp.                                                      593         593
                50        50    Vencor, Inc. (b)                                                           1,222       1,222
        3                  3    Warner Lambert Co.                                            335                        335
               141       141    Watson Pharmaceutical, Inc. (b)                                            4,580       4,580
                                                                                       ----------      ---------   ---------
                                                                                            4,230         75,183      79,413
                                                                                       ----------      ---------   ---------
Multi-Industry  (0.6%):
                40        40    Trammell Crow Co.                                                          1,030       1,030
               226       226    United Rentals, Inc. (b) (c)                                               4,365       4,365
                                                                                                       ---------   ---------
                                                                                                           5,395       5,395
                                                                                                       ---------   ---------
Raw Materials  (2.4%):
                52        52    Betzdearborn, Inc.                                                         3,187       3,187
                76        76    Crompton & Knowles Corp.                                                   2,025       2,025
                57        57    Cytec Industries, Inc. (b)                                                 2,694       2,694
        6                  6    Dupont (EI) de Nemours & Co.                                  360                        360
                85        85    IMC Global, Inc. (c)                                                       2,784       2,784


</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>

THE ONE GROUP GROWTH OPPORTUNITIES FUND / MARQUIS GROWTH EQUITY FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS           DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>

                      PROFORMA
  MARQUIS  ONE GROUP  COMBINED                                                                                       PROFORMA
 SHARES OR SHARES OR  SHARES OR                                                            MARQUIS      ONE GROUP    COMBINED
 PRINCIPAL PRINCIPAL  PRINCIPAL                                                            MARKET        MARKET        MARKET
  AMOUNT    AMOUNT     AMOUNT                  SECURITY DESCRIPTION                        VALUE         VALUE         VALUE
- ---------  -------- ----------  ---------------------------------------------------      ---------     ---------    ---------
<S><C>
               103       103    Ispat International N.V.-New York (c)                                      2,232       2,232
               126       126    Lyondell Petrochemical                                                     3,347       3,347
        3                  3    Praxair, Inc.                                                 124                        124
                95        95    Solutia, Inc.                                                              2,535       2,535
                58        58    Witco Corp.                                                                2,359       2,359
                                                                                       ----------      ---------   ---------
                                                                                              484         21,163      21,647
                                                                                       ----------      ---------   ---------
 Retail  (10.7%):
        3       58        61    Barnes & Noble, Inc. (b)                                      102          1,929       2,031
        4       94        98    Bed Bath & Beyond, Inc. (b) (c)                               171          3,634       3,805
               180       180    Claire's Stores, Inc.                                                      3,507       3,507
        7      234       241    CompUSA, Inc. (b)                                             229          7,246       7,475
               164       164    Consolidated Stores Co. (b)                                                7,194       7,194
        2                  2    Dayton Hudson Corp.                                           166                        166
        4      295       299    Dollar General Corp.                                          157         10,697      10,854
        4                  4    Dollar Tree Stores, Inc.                                      154                        154
        3      278       281    Family Dollar Stores, Inc.                                     99          8,159       8,258
        7                  7    Gap, Inc.                                                     264                        264
                 2         2    Hollywood Entertainment Corp. (b) (c)                                        170         170
        3       17        20    Home Depot, Inc.                                              176            971       1,147
             1,447     1,447    Just For Feet, Inc. (b) (c)                                               18,992      18,992
        4       15        19    Kohl's Corp. (b) (c)                                          275         10,478      10,753
        7                  7    Kroger Co.                                                    266                        266
                60        60    Lands End, Inc. (b)                                                        2,104       2,104
                87        87    Mac Frugal's Bargains (b)                                                  3,574       3,574
                57        57    Outback Steakhouse, Inc. (b)                                               1,647       1,647
        4                  4    Quality Centers                                               245                        245
        5                  5    Ross Stores, Inc.                                             171                        171
       10                 10    Servicemaster Co.                                             296                        296
               301       301    Starbucks Corp. (b)                                                       11,543      11,543
        2                  2    Tandy Corp.                                                    87                         87
                25        25    Tiffany & Co. (c)                                                            902         902
       10                 10    TJX Co., Inc.                                                 344                        344
        2                  2    Wal-Mart Stores, Inc.                                          98                         98
        8                  8    Walgreen Co.                                                  259                        259
                                                                                       ----------      ---------   ---------
                                                                                            3,559         92,747      96,306
                                                                                       ----------      ---------   ---------
 Shelter  (2.1%):
        3       55        58    Hon Industries, Inc.                                          166          3,216       3,382
               170       170    Leggett & Platt, Inc.                                                      7,136       7,136
        3       81        84    Sealed Air Corp. (b) (c)                                      191          4,977       5,168
               168       168    Sunstone Hotel Investors, Inc.                                             2,901       2,901
                                                                                       ----------      ---------   ---------
                                                                                              357         18,230      18,587
                                                                                       ----------      ---------   ---------
Technology  (16.2%):
                 7         7    3Com Corp. (b)                                                               252         252
        5       18        23    Adaptec, Inc. (b)                                             197            668         865
        7      235       242    ADC Telecommunications, Inc. (b)                              276          9,824      10,100
        5                  5    Adobe Systems, Inc.                                           209                        209
               151       151    Altera Corp. (b) (c)                                                       5,005       5,005
        3      220       223    American Power Conversion (b)                                  73          5,205       5,278
        4                  4    Amphenol Corp. Class A                                        224                        224
               301       301    Analog Devices, Inc. (b) (c)                                               8,329       8,329
        5                  5    Applied Materials, Inc. (b)                                   159                        159
                11        11    Ascend Communications, Inc. (b)                                              270         270
                34        34    ATMEL Corp. (b)                                                              633         633
        5                  5    Auto Desk, Inc.                                               200                        200
        3                  3    Bay Networks, Inc. (b)                                         85                         85
        7      219       226    BMC Software, Inc. (b)                                        471         14,385      14,856
               379       379    Cadence Design Systems, Inc. (b)                                           9,278       9,278
        2        8        10    Cisco Systems, Inc. (b)                                        93            418         511
        7                  7    Cognex Corp.                                                  178                        178
        8                  8    Compaq Computer Corp.                                         452                        452
        5                  5    Computer Associates International, Inc.                       268                        268
               381       381    Compuware Corp. (b)                                                       12,192      12,192
        6                  6    Cooper Cameron Corp.                                          357                        357
        6                  6    Creative Technology Limited                                   126                        126
        4      154       158    Dell Computer Corp. (b)                                       345         12,902      13,247

</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>

THE ONE GROUP GROWTH OPPORTUNITIES FUND / MARQUIS GROWTH EQUITY FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS           DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>

                      PROFORMA
  MARQUIS  ONE GROUP  COMBINED                                                                                       PROFORMA
 SHARES OR SHARES OR  SHARES OR                                                            MARQUIS      ONE GROUP    COMBINED
 PRINCIPAL PRINCIPAL  PRINCIPAL                                                            MARKET        MARKET        MARKET
  AMOUNT    AMOUNT     AMOUNT                  SECURITY DESCRIPTION                        VALUE         VALUE         VALUE
- ---------  -------- ----------  ---------------------------------------------------      ---------     ---------    ---------
<S><C>
        7                  7    Dresser Industries, Inc.                                      305                        305
                 1         1    Electronic Arts, Inc. (b) (c)                                                 53          53
        8                  8    Flowserve Corp.                                               218                        218
        2                  2    Hewlett Packard Co.                                           129                        129
                 5         5    Intel Corp.                                                                  323         323
                91        91    Lexmark International Group, Inc. (b)                                      3,458       3,458
        2      122       124    Linear Technology Corp. (c)                                   128          7,025       7,153
        4                  4    Lucent Technologies, Inc.                                     302                        302
               265       265    Maxim Integrated Products, Inc. (b) (c)                                    9,143       9,143
        3        6         9    Microsoft Corp. (b)                                           377            724       1,101
                95        95    Network Associates, Inc.                                                   5,023       5,023
                18        18    Newbridge Networks Corp.                                                     633         633
                22        22    Oracle Corp. (b)                                                             485         485
                13        13    Parametric Technology Corp. (b)                                              616         616
       11                 11    Peoplesoft Inc.                                               411                        411
        3                  3    Perkin Elmer Corp.                                            220                        220
        1                  1    Qualcomm, Inc.                                                 74                         74
                88        88    Quantum Corp. (b) (c)                                                      1,772       1,772
        2       85        87    SCI Systems, Inc. (b) (c)                                      93          3,707       3,800
               158       158    Solectron Corp. (b)                                                        6,575       6,575
        2                  2    SPX Corp.                                                     108                        108
                63        63    Structural Dynamics (b)                                                    1,413       1,413
                10        10    Sun Microsystems, Inc. (b)                                                   383         383
                85        85    Synopsys, Inc. (b)                                                         3,396       3,396
        6       13        19    Tellabs, Inc. (b)                                             307            703       1,010
               190       190    Teradyne, Inc. (b) (c)                                                     6,086       6,086
        4       18        22    Thermo Instrument Systems, Inc. (b)                           141            635         776
                43        43    Varian Associates, Inc.                                                    2,179       2,179
        3                  3    Vitesse Semiconductor                                         113                        113
        2                  2    Xerox Corp.                                                   149                        149
               136       136    Xilinx, Inc. (b)                                                           4,783       4,783
                                                                                       ----------      ---------   ---------
                                                                                            6,788        138,476     145,264
                                                                                       ----------      ---------   ---------
Transportation  (0.4%):
               117       117    Illinois Central Corp.                                                     3,975       3,975
                                                                                                       ---------   ---------
 Utilities  (3.8%):
               191       191    360 Communications Co. (b)                                                 3,846       3,846
               329       329    AES Corp. (b)                                                             15,330      15,330
        2                  2    Airtouch Communications, Inc. (b)                             103                        103
        1                  1    Ameritech Corp.                                               118                        118
        2                  2    AT&T Corp.                                                    106                        106
        3                  3    Bell Atlantic Corp.                                           273                        273
        5                  5    BellSouth Corp.                                               299                        299
        6                  6    Cincinnati Bell, Inc.                                         192                        192
        1                  1    Clear Channel Communications, Inc.                            108                        108
        3                  3    Ericsson L M Telephone Co.                                    113                        113
               192       192    LCI International, Inc. (b)                                                5,904       5,904
        2                  2    Northern Telecom Ltd.                                         208                        208
               115       115    Seagull Energy Corp. (b)                                                   2,374       2,374
                93        93    Southern New England Telecommunications, Inc. (c)                          4,679       4,679
        3                  3    US West Communications Group                                  118                        118
                                                                                       ----------      ---------   ---------
                                                                                            1,638         32,133      33,771
                                                                                       ----------      ---------   ---------
Total Common Stocks                                                                        35,516        814,383     849,899
                                                                                       ----------      ---------   ---------

INVESTMENT COMPANIES  (0.2%):
      750                750    SEI Liquid Asset Trust Government Portfolio                   749                        749

      774                774    SEI Liquid Asset Trust Treasury Portfolio                     774                        774
                                                                                       ----------      ---------   ---------
Total Investment Companies                                                                  1,523                      1,523
                                                                                       ----------      ---------   ---------

REPURCHASE AGREEMENTS  (4.1%):
                35        35    Prudential Securities, 6.80%, 1/2/98 (Collateralized
                                by $43,741 U.S. Government Agency Securities, 7.03%,
                                11/1/32, market value ($36,492)                                           35,429      35,429
                 2         2    UBS Securities, 6.50%, 1/2/98 (Collateralized by $1,595
                                U.S. Government Agency Securities, 0.00%, 3/22/01,
                                market value $1,600)                                        1,564                      1,564
                                                                                       ----------      ---------   ---------

Total Repurchase Agreements                                                                 1,564         35,429      36,993
                                                                                       ----------      ---------   ---------

</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>

THE ONE GROUP GROWTH OPPORTUNITIES FUND / MARQUIS GROWTH EQUITY FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS           DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>

                      PROFORMA
  MARQUIS  ONE GROUP  COMBINED                                                                                       PROFORMA
 SHARES OR SHARES OR  SHARES OR                                                            MARQUIS      ONE GROUP    COMBINED
 PRINCIPAL PRINCIPAL  PRINCIPAL                                                            MARKET        MARKET        MARKET
  AMOUNT    AMOUNT     AMOUNT                  SECURITY DESCRIPTION                        VALUE         VALUE         VALUE
- ---------  -------- ----------  ---------------------------------------------------      ---------     ---------    ---------
<S><C>
Total (Cost $731,936) (a)                                                                  38,603        849,812     888,415
                                                                                       ----------      ---------   ---------
                                                                                       ----------      ---------   ---------
</TABLE>

- ---------------
Percentages indicated are based on net assets of $897,122.
(a) Represents cost for federal income tax purposes and differs from value by
    net unrealized appreciation of securities as follows (amounts in
    thousands):

<TABLE>
<S>                                                          <C>
                Unrealized appreciation . . . . . . . . .    $190,293
                Unrealized depreciation. . . . . . . . .      (33,814)

                Net unrealized appreciation. . . . . . . .   $156,479
</TABLE>

 (b) Non-income producing securities.

 (c) With respect to the One Group fund only, a portion of this security was
     loaned as of December 31, 1997.




<PAGE>



THE ONE GROUP ASSET ALLOCATION FUND / MARQUIS BALANCED FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>

                      PROFORMA
  MARQUIS  ONE GROUP  COMBINED                                                                                      PROFORMA
 SHARES OR SHARES OR  SHARES OR                                                         MARQUIS      ONE GROUP      COMBINED
 PRINCIPAL PRINCIPAL  PRINCIPAL                                                         MARKET         MARKET        MARKET
   AMOUNT    AMOUNT    AMOUNT               SECURITY DESCRIPTION                         VALUE         VALUE         VALUE
 ---------  --------- --------- ---------------------------------------------------   ---------  -------------    -----------
<S><C>
ASSET BACKED SECURITIES  (1.5%):
                  20        20  Advanta Credit Card Master Trust, 5.95%, 8/31/99                            20             20
                 298       298  Advanta Mortgage Loan Trust, Series 1994-3, Class
                                A2, 7.60%, 7/25/10                                                         302            302
                 600       600  Case Equipment Loan Trust, Series 1996-B, Class A3,
                                6.65%, 9/15/03                                                             609            609
                 480       480  Greentree Financial Corp., Series 1996-3, Class A3,
                                6.70%, 5/15/27                                                             486            486
                 800       800  Greentree Financial Corp., Series 1996-7, Class A4,
                                6.80%, 10/15/27                                                            822            822
                  67        67  KeyCorp Auto Grantor Trust, Series 1995-A A, 5.80%,
                                7/15/00                                                                     67             67
                 500       500  Nationsbank Auto Owner Trust 1996-A A3,
                                6.38%, 7/15/00                                                             502            502
                 525       525  Olympic Automobile Receivables Trust, 6.05%,
                                8/15/02                                                                    524            524
               1,025     1,025  Olympic Automobile Receivables Trust, Series
                                1996-B, Class A4, 6.70%, 3/15/02                                         1,034          1,034
                 630       630  The Money Store Home Equity Trust, Series 1993-C,
                                5.18%, 7/15/06                                                             624            624
                 181       181  The Money Store Home Equity Trust, Series 1994-B,
                                Class A2, 6.80%, 2/15/13                                                   184            184
                  67        67  Union Federal Savings Bank Trust, Series 1994 A A,
                                5.08%, 5/15/00                                                              67             67
                                                                                                     ---------     ----------
Total Asset Backed Securities                                                                            5,241          5,241
                                                                                                     ---------     ----------

COMMERCIAL PAPER  (2.3%):
Financial Services  (2.3%):
               7,905     7,905  Merrill Lynch, 5.81%, 3/19/98                                            7,810          7,810
                                                                                                     ---------     ----------
Total Commercial Paper                                                                                   7,810          7,810
                                                                                                     ---------     ----------

COMMON STOCKS  (53.1%):
Business Equipment & Service  (0.3%):
                   7         7  Jacobs Engineering Group, Inc.                                             178            178
                  20        20  Service Corp. International                                                720            720
                                                                                                     ---------     ----------
                                                                                                           898            898
                                                                                                     ---------     ----------

Capital Goods  (4.4%):
        20                  20  Caterpillar, Inc.                                           990                           990
                  11        11  Cooper Industries, Inc.                                                    544            544
        14                  14  Deere & Co.                                                 805                           805
                  14        14  Emerson Electric Co.                                                       790            790
                  38        38  General Electric Co.                                                     2,803          2,803
        23        10        33  Harsco Corp.                                                984            431          1,415
                   6         6  Hubbell, Inc., Class B                                                     306            306
                  12        12  Mark IV Industries, Inc.                                                   271            271
        25                  25  Parker-Hannifin Corp.                                     1,159                         1,159
                   6         6  Precision Castparts                                                        338            338
        32                  32  SCI Systems, Inc.                                         1,411                         1,411
                  19        19  Teleflex, Inc.                                                             725            725
        12                  12  Thiokol Corp.                                               957                           957
        14                  14  TRW, Inc.                                                   726                           726
                  26        26  Tyco International                                                       1,167          1,167
        21                  21  Wolverine Tube, Inc.                                        645                           645
                                                                                     ----------     ----------     ----------
                                                                                          7,677          7,375         15,052
                                                                                     ----------     ----------     ----------
Consumer Durable  (2.0%):
                  19        19  Autozone, Inc. (c)                                                         554            554
        26        25        51  Chrysler Corp.                                              933            862          1,795
        14                  14  Cummins Engine, Inc.                                        827                           827
        26                  26  Ford Motor Co.                                            1,283                         1,283
                  11        11  Lear Corp. (b)                                                             508            508
        30                  30  Maytag Corp.                                              1,119                         1,119
        42                  42  Moore Corp., Ltd.                                           629                           629
                                                                                     ----------     ----------     ----------
                                                                                          4,791          1,924          6,715
                                                                                     ----------     ----------     ----------
Consumer Non-Durable  (4.5%):
                  31        31  Archer-Daniels-Midland Co.                                                 670            670
                  21        21  Coca Cola Co.                                                            1,419          1,419
                  19        19  ConAgra, Inc.                                                              637            637
        20                  20  Crane Co.                                                   846                           846
                   6         6  Estee Lauder Companies, Class A                                            314            314
                  19        19  Intimate Brands, Inc. (c)                                                  457            457
        26                  26  Lennar Corp.                                                552                           552
                  14        14  McCormick & Co., Inc.                                                      398            398
                  18        18  Newell Companies, Inc.                                                     773            773
                  35        35  PepsiCo, Inc.                                                            1,279          1,279
        20        47        67  Philip Morris Co., Inc.                                     911          2,116          3,027
                   8         8  Proctor & Gamble Co.                                                       615            615
        21        13        34  Quaker Oats Co.                                           1,090            686          1,776
                  11        11  Revlon, Inc. (b)                                                           395            395
                  22        22  RJR Nabisco Holdings Corp.                                                 821            821
        14                  14  Vulcan Materials                                          1,424                         1,424
                                                                                     ----------     ----------     ----------
                                                                                          4,823         10,580         15,403
                                                                                     ----------     ----------     ----------
Consumer Services  (2.5%):
                  10        10  Belo (A.H.) Corp., Series A                                                561            561
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>

THE ONE GROUP ASSET ALLOCATION FUND / MARQUIS BALANCED FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>

                      PROFORMA
  MARQUIS  ONE GROUP  COMBINED                                                                                      PROFORMA
 SHARES OR SHARES OR  SHARES OR                                                         MARQUIS      ONE GROUP      COMBINED
 PRINCIPAL PRINCIPAL  PRINCIPAL                                                         MARKET         MARKET        MARKET
   AMOUNT    AMOUNT    AMOUNT               SECURITY DESCRIPTION                         VALUE         VALUE         VALUE
 ---------  --------- --------- ---------------------------------------------------   ---------  -------------    -----------
<S><C>
        16                  16  Callaway Golf Co.                                           457                           457
                  21        21  Cendant Corp. (c)                                                          729            729
                  18        18  Hasbro, Inc.                                                               575            575
                  23        23  Hilton Hotels Corp.                                                        687            687
        28                  28  IBP, Inc.                                                   595                           595
        21                  21  International Game Technology                               530                           530
        20                  20  Lone Star Steakhouse & Saloon                               350                           350
                  10        10  MGM Grand, Inc. (b) (c)                                                    375            375
                  17        17  Tele-Communications, Inc.                                                  479            479
                   9         9  Telecom-TCI Ventures Group, Series A                                       265            265
                  15        15  Time Warner, Inc.                                                          923            923
                   3         3  Tricon Global Restaurants                                                   97             97
        16                  16  V. F. Corp.                                                 726                           726
                  16        16  Viacom, Inc.                                                               651            651
                   7         7  Walt Disney Co.                                                            644            644
                                                                                     ----------     ----------     ----------
                                                                                          2,658          5,986          8,644
                                                                                     ----------     ----------     ----------
Energy  (4.9%):
                   9         9  Ashland, Inc.                                                              489            489
                  11        11  Atlantic Richfield Co.                                                     857            857
        12                  12  British Petroleum, Public Limited Co.                       953                           953
                   8         8  Devon Energy Corp.                                                         312            312
                   8         8  Dresser Industries, Inc.                                                   319            319
        31                  31  Ensco International, Inc.                                 1,055                         1,055
                  38        38  Exxon Corp.                                                              2,323          2,323
        12        16        28  Mobil Corp.                                                 866          1,155          2,021
        36                  36  Noble Drilling Corp.                                      1,103                         1,103
        15                  15  OGE Energy Corp.                                            842                           842
        18                  18  Phillips Petroleum Co.                                      885                           885
                  25        25  Royal Dutch Petroleum, NY Shares                                         1,349          1,349
                  20        20  Tosco Corp. (c)                                                            764            764
        50                  50  Union Texas Petroleum Holdings                            1,041                         1,041
        33        20        53  USX-Marathon Group                                        1,114            682          1,796
                  10        10  Weatherford Enterra, Inc.                                                  455            455
                                                                                     ----------     ----------     ----------
                                                                                          7,858          8,706         16,564
                                                                                     ----------     ----------     ----------

Financial Services  (9.4%):
                   5         5  Allstate Corp.                                                             473            473
        35                  35  AMBAC Financial Group, Inc.                               1,592                         1,592
                   6         6  American Express Co.                                                       500            500
                   9         9  American International Group, Inc.                                         941            941
        38                  38  Bear Stearns Co., Inc.                                    1,817                         1,817
                   9         9  Charter One Financial, Inc.                                                587            587
                   9         9  Chase Manhattan Corp.                                                    1,007          1,007
                   4         4  Cigna Corp.                                                                675            675
         6                   6  Citicorp                                                    809                           809
        22                  22  Conseco, Inc.                                               992                           992
        32        11        43  Equitable Co., Inc.                                       1,609            537          2,146
                  22        22  Federal National Mortgage Assoc.                                         1,267          1,267
                   7         7  First American Bank Corp.                                                  509            509
        21        24        45  First Union Corp. (c)                                     1,097          1,189          2,286
                  15        15  Fleet Financial Group, Inc.                                              1,147          1,147
        17                  17  Greenpoint Financial Corp.                                1,263                         1,263
                   8         8  Hartford Financial Services Group                                          777            777
        10                  10  J.P. Morgan & Co., Inc.                                   1,118                         1,118
                  16        16  Morgan Stanley Dean Witter Discover                                        952            952
                  21        21  Nationsbank                                                              1,265          1,265
        18        16        34  PNC Bank Corp.                                            1,015            902          1,917
                  10        10  Provident Co., Inc.                                                        390            390
        18                  18  Providian Financial Corp.                                   831                           831
                  13        13  Regions Financial Corp.                                                    527            527
        11                  11  SLM Holding Corp.                                         1,475                         1,475
                  14        14  Southtrust Corp.                                                           856            856
                  10        10  State Street Corp.                                                         570            570
                   7         7  TransAmerica Corp.                                                         692            692
                  24        24  Travelers Group, Inc.                                                    1,293          1,293
                   8         8  Washington Mutual, Inc.                                                    491            491
                   3         3  Wells Fargo & Co.                                                          916            916
                                                                                     ----------     ----------     ----------
                                                                                         13,618         18,463         32,081
                                                                                     ----------     ----------     ----------

Health Care  (4.6%):
                  17        17  Abbott Labs                                                              1,141          1,141
                  13        13  American Home Products Corp.                                               979            979
                   9         9  Amgen, Inc. (b)                                                            498            498
                  12        12  Baxter International, Inc.                                                 625            625
                  18        18  Bristol Myers Squibb Co.                                                 1,722          1,722
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>

THE ONE GROUP ASSET ALLOCATION FUND / MARQUIS BALANCED FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>

                      PROFORMA
  MARQUIS  ONE GROUP  COMBINED                                                                                      PROFORMA
 SHARES OR SHARES OR  SHARES OR                                                         MARQUIS      ONE GROUP      COMBINED
 PRINCIPAL PRINCIPAL  PRINCIPAL                                                         MARKET         MARKET        MARKET
   AMOUNT    AMOUNT    AMOUNT               SECURITY DESCRIPTION                         VALUE         VALUE         VALUE
 ---------  --------- --------- ---------------------------------------------------   ---------  -------------    -----------
<S><C>
                   6         6  Cardinal Health, Inc. (c)                                                  436            436
                  23        23  Eli Lilly & Co.                                                          1,581          1,581
                  10        10  Guidant Corp.                                                              647            647
        25                  25  HBO & Co.                                                 1,201                         1,201
                  15        15  Healthsouth Corp.                                                          427            427
                   7         7  Johnson & Johnson                                                          435            435
        16                  16  Lincare Holdings                                            895                           895
                  13        13  Medpartners, Inc.                                                          291            291
        10         9        19  Merck & Co., Inc.                                         1,044            967          2,011
                   6         6  Pfizer, Inc.                                                               447            447
        16                  16  Schering Plough Corp.                                     1,019                         1,019
                  14        14  Tenet Healthcare Corp.                                                     474            474
                   7         7  Warner-Lambert Co.                                                         856            856
                                                                                     ----------     ----------     ----------
                                                                                          4,159         11,526         15,685
                                                                                     ----------     ----------     ----------
Raw Materials  (2.4%):
                   9         9  Betzdearborn, Inc.                                                         556            556
                  14        14  Crompton & Knowles Corp.                                                   371            371
         7                   7  Dow Chemical Co.                                            711                           711
        18        14        32  Du Pont (EI) de Nemours & Co.                             1,088            841          1,929
                  17        17  Ferro Corp.                                                                417            417
        23                  23  Lubrizol Corp.                                              841                           841
                  20        20  Morton International, Inc.                                                 674            674
                  13        13  Nalco Chemical Co.                                                         506            506
                  12        12  Olin Corp.                                                                 572            572
                  14        14  Praxair, Inc.                                                              630            630
        29                  29  USX-U.S. Steel Group, Inc.                                  892                           892
                                                                                     ----------     ----------     ----------
                                                                                          3,532          4,567          8,099
                                                                                     ----------     ----------     ----------
Retail  (3.5%):
        35                  35  American Stores Co.                                         712                           712
                  26        26  CompUSA, Inc.                                                              800            800
        16        14        30  Dayton Hudson Corp.                                       1,081            911          1,992
                  16        16  Gymboree                                                                   441            441
                  28        28  Just For Feet, Inc. (b)                                                    364            364
                  23        23  Kroger Co. (b)                                                             850            850
        26                  26  Limited Inc.                                                663                           663
        11                  11  Nine West Group, Inc.                                       285                           285
                  35        35  Officemax, Inc. (b)                                                        504            504
                   9         9  Outback Steakhouse, Inc. (c)                                               270            270
        34                  34  Ross Stores, Inc.                                         1,246                         1,246
        40                  40  TJX Co., Inc. (c)                                         1,389                         1,389
        10                  10  Tommy Hilfiger Corp.                                        351                           351
                  18        18  Toys R Us, Inc. (b)                                                        556            556
                  40        40  Wal-Mart Stores, Inc.                                                    1,558          1,558
                                                                                     ----------     ----------     ----------
                                                                                          5,727          6,254         11,981
                                                                                     ----------     ----------     ----------
Shelter  (1.4%):
        12                  12  Armstrong World Industries, Inc                             932                           932
                  25        25  Kaufman & Broad Home Corp.                                                 570            570
                  16        16  Kimberly Clark Corp.                                                       764            764
                  11        11  Leggett & Platt, Inc.                                                      457            457
                   9         9  Masco Corp.                                                                468            468
                  12        12  Pentair, Inc.                                                              435            435
        32                  32  Plum Creek Timber Co.                                       966                           966
                                                                                     ----------     ----------     ----------
                                                                                          1,898          2,694          4,592
                                                                                     ----------     ----------     ----------
Technology  (6.2%):
                   6         6  Altera Corp. (b)                                                           186            186
                  18        18  Analog Devices, Inc. (b) (c)                                               485            485
        17                  17  Applied Materials, Inc. (b)                                 512                           512
                  10        10  BMC Software, Inc. (b)                                                     623            623
                  12        12  Boeing Co.                                                                 573            573
                  22        22  Cadence Design Systems, Inc. (c)                                           534            534
                  23        23  Cisco Systems, Inc. (b)                                                  1,257          1,257
        18        20        38  Compaq Computer Corp. (b)                                   988          1,134          2,122
        21                  21  Computer Associates International, Inc.                   1,095                         1,095
                  14        14  Dell Computer Corp. (b)                                                  1,168          1,168
                   5         5  General Motors, Class H                                                    166            166
                  12        12  Hewlett Packard Co.                                                        750            750
                  28        28  Intel Corp.                                                              1,946          1,946
                  17        17  International Business Machines                                          1,809          1,809
                   6         6  Lockheed Martin Corp.                                                      591            591
                   8         8  Lucent Technologies, Inc.                                                  623            623
                  20        20  Microsoft Corp. (b)                                                      2,597          2,597
        22                  22  Novellus Systems, Inc.                                      707                           707
                  16        16  Orbital Sciences Corp. (b)                                                 467            467
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>

THE ONE GROUP ASSET ALLOCATION FUND / MARQUIS BALANCED FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>

                      PROFORMA
  MARQUIS  ONE GROUP  COMBINED                                                                                      PROFORMA
 SHARES OR SHARES OR  SHARES OR                                                         MARQUIS      ONE GROUP      COMBINED
 PRINCIPAL PRINCIPAL  PRINCIPAL                                                         MARKET         MARKET        MARKET
   AMOUNT    AMOUNT    AMOUNT               SECURITY DESCRIPTION                         VALUE         VALUE         VALUE
 ---------  --------- --------- ---------------------------------------------------   ---------  -------------    -----------
<S><C>
        27                  27  Quantum Corp.                                               549                           549
                   3         3  Raytheon Co., Class A                                                      125            125
        23                  23  Tech Data Corp.                                             894                           894
        21                  21  Tektronix, Inc.                                             833                           833
                  17        17  Teradyne, Inc. (b)                                                         547            547
                                                                                     ----------     ----------     ----------
                                                                                          5,578         15,581         21,159
                                                                                     ----------     ----------     ----------
Transportation  (0.8%):
         9                   9  British Airways, Public Limited Co.                         862                           862
        27                  27  Illinois Central Corp.                                      909                           909
        42                  42  Werner Enterprises, Inc.                                    852                           852
                                                                                     ----------                    ----------
                                                                                          2,623                         2,623
                                                                                     ----------                    ----------
Utilities  (6.2%):
                  14        14  AES Corp. (b)                                                              653            653
        13                  13  Ameritech Corp.                                           1,022                         1,022
        18                  18  Baltimore Gas & Electric                                    613                           613
        26        10        36  Century Telephone Enterprises                             1,283            498          1,781
        29                  29  Consolidated Edison Co. Of New York, Inc.                 1,193                         1,193
        14                  14  Duke Energy Corp.                                           753                           753
                  11        11  Florida Power & Light, Inc.                                                657            657
        27        19        46  General Public Utilities Corp.                            1,159            779          1,938
                  23        23  GTE Corp.                                                                1,212          1,212
                  26        26  LCI International, Inc. (c)                                                803            803
                  10        10  MCN Corp.                                                                  392            392
                   6         6  National Fuel Gas Co.                                                      278            278
        19                  19  New England Electric System                                 825                           825
                  26        26  New York State Electric & Gas                                              919            919
        26                  26  NICOR, Inc.                                               1,103                         1,103
        18                  18  Nipsco Industries, Inc.                                     905                           905
        20                  20  Pacific Enterprises                                         737                           737
        11        19        30  SBC Communications, Inc.                                    791          1,428          2,219
        27                  27  Southern Co.                                                701                           701
                  19        19  Sprint Corp.                                                             1,102          1,102
                  16        16  Texas Utilities                                                            677            677
                  26        26  Worldcom, Inc. (c)                                                         793            793
                                                                                     ----------     ----------     ----------
                                                                                         11,085         10,191         21,276
                                                                                     ----------     ----------     ----------
Total Common Stocks                                                                      76,027        104,745        180,772
                                                                                     ----------     ----------     ----------

CORPORATE BONDS  (6.8%):
Banking, Finance & Insurance  (4.3%):
               1,000     1,000  Association Corp., 8.27%, 11/8/01                                        1,069          1,069
               1,000     1,000  Bankamerica Corp., 8.13%, 2/1/02                                         1,063          1,063
                 500       500  Chrysler Financial Corp., 5.88%, 2/7/01                                    497            497
               1,070     1,070  Circuit City Credit Card Master Trust, 6.38%,
                                8/15/05                                                                  1,077          1,077
               1,000     1,000  First Hawaiian, Inc., 6.25%, 8/15/00                                       998            998
                 610       610  Ford Credit Auto Loan Master Trust, 5.50%,
                                2/15/03                                                                    603            603
                 500       500  Ford Motor Credit Corp., 8.38%, 1/15/00                                    522            522
                 250       250  General Motors Acceptance Corp., 7.00%, 3/1/00                             254            254
               1,250     1,250  General Motors Acceptance Corp., 8.25%, 2/24/04                          1,361          1,361
               1,000     1,000  Goldman Sachs Group, 7.20%, 3/1/07, 144 A                                1,053          1,053
                 750       750  Huntington National Bank, 6.75%, 6/15/03                                   764            764
                 250       250  Lehman Brothers Holdings, Inc., 6.38%, 6/1/98                              250            250
                 300       300  Lehman Brothers Holdings, Inc., 8.88%, 11/1/98                             307            307
                 500       500  Lehman Brothers, Inc., 9.88%, 10/15/00                                     544            544
                 550       550  MBNA Master Credit Card, 5.40%, 3/15/99                                    546            546
                 800       800  McDonnell Douglas Corp., 9.30%, 9/11/02                                    834            834
                 307       307  McDonnell Douglas Corp., 6.45%, 12/5/02                                    309            309
                 750       750  Midland Bank PLC, 6.95%, 3/15/11                                           770            770
                 250       250  Nationsbank Texas, 6.75%, 8/15/00                                          254            254
               1,000     1,000  Society National Bank, 6.75%, 6/15/03                                    1,019          1,019
                 500       500  Suntrust Banks, 7.38%, 7/1/02                                              519            519
                                                                                                    ----------     ----------
                                                                                                        14,613         14,613
                                                                                                    ----------     ----------
Industrials  (1.5%):
                 250       250  Anheuser Busch Co., 8.75%, 12/1/99                                         262            262
                 500       500  Campbell Soup Co., 5.63%, 9/15/03                                          487            487
                 250       250  Coca-Cola Co., 7.88%, 9/15/98                                              253            253
                 500       500  Dayton Hudson Corp., 7.25%, 9/1/04                                         520            520
                 200       200  Du Pont (EI) de Nemours & Co., 8.70%, 2/7/01                               215            215
                 250       250  Ford Motor Co., 9.00%, 9/15/01                                             271            271
                 200       200  Illinois Tool Works, 7.50%, 12/1/98                                        202            202
                 500       500  J C Penney & Co., 5.38%, 11/15/98                                          496            496
                 250       250  Johnson & Johnson, 7.38%, 6/29/02                                          262            262
               1,000     1,000  Occidental Petroleum, 9.25%, 8/1/19                                      1,249          1,249
                 750       750  Sears Roebuck Acceptance, 7.13%, 5/2/03                                    776            776
                                                                                                    ----------     ----------
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>

THE ONE GROUP ASSET ALLOCATION FUND / MARQUIS BALANCED FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>

                      PROFORMA
  MARQUIS  ONE GROUP  COMBINED                                                                                      PROFORMA
 SHARES OR SHARES OR  SHARES OR                                                         MARQUIS      ONE GROUP      COMBINED
 PRINCIPAL PRINCIPAL  PRINCIPAL                                                         MARKET         MARKET        MARKET
   AMOUNT    AMOUNT    AMOUNT               SECURITY DESCRIPTION                         VALUE         VALUE         VALUE
 ---------  --------- --------- ---------------------------------------------------   ---------  -------------    -----------
<S><C>
                                                                                                         4,993          4,993
                                                                                                    ----------     ----------
Transportation  (0.1%):
                 500       500  Union Pacific Co., 7.60%, 5/1/05                                           533            533
Utilities  (0.9%):
                 500       500  AT&T Corp., 6.00%, 8/1/00 (c)                                              497            497
                 750       750  AT&T Corp., 7.50%, 6/1/06                                                  806            806
                 250       250  Duke Power Co., 7.00%, 7/1/00                                              255            255
                 250       250  Southern California Edison, 7.50%, 4/15/99                                 254            254
                 675       675  Virginia Electric & Power, 9.15%, 6/10/99                                  705            705
                 500       500  Virginia Electric & Power, 6.63%, 4/1/03                                   509            509
                                                                                                    ----------     ----------
                                                                                                         3,026          3,026
                                                                                                    ----------     ----------
Total Corporate Bonds                                                                                   23,165         23,165
                                                                                                    ----------     ----------

FEDERAL AGENCY DEBENTURES  (0.6%):
Federal National Mortgage Assoc.  (0.6%):
               1,000     1,000  5.55%, 9/8/98                                                              997            997
               1,000     1,000  5.53%, 2/10/99                                                             996            996
                                                                                                    ----------     ----------
Total Federal Agency Debentures                                                                          1,993          1,993
                                                                                                    ----------     ----------

U.S. GOVERNMENT AGENCY MORTGAGES  (15.3%):
Federal Home Loan Mortgage Corp.  (4.5%):
         3                   3  7.00%, 4/1/00, Pool #253036                                   3                             3
     1,815               1,815  7.00%, 1/25/03, Pool #G92-39-L                            1,814                         1,814
                 135       135  10.00%, 9/1/03, Pool #E30407                                               143            143
        75                  75  9.00%, 5/1/06, Pool #B0-0282                                 79                            79
                 295       295  8.00%, 3/1/08, Pool #E45796                                                305            305
       354                 354  9.00%, 8/1/09, Pool #279063                                 368                           368
                 943       943  7.00%, 1/1/12, Pool #E66116                                                957            957
                 313       313  10.50%, 10/1/20, Pool #D24679                                              347            347
     1,486               1,486  6.50%, 11/15/22, Pool #1152                               1,466                         1,466
     2,000               2,000  7.15%, 1/15/23, Pool #1517-I                              2,030                         2,030
                 765       765  8.00%, 4/1/25, Pool #C00401                                                795            795
                 837       837  8.00%, 5/1/25, Pool #D60455                                                870            870
                 457       457  7.00%, 2/1/26, Pool #D69343                                                463            463
                 680       680  6.50%, 2/1/26, Pool #D68616                                                673            673
                 947       947  6.50%, 2/1/26, Pool #D68124                                                938            938
                 487       487  7.00%, 3/1/26, Pool #D69430                                                492            492
                 913       913  7.50%, 5/1/26, Pool #C00460                                                937            937
                 806       806  8.50%, 7/1/26, Pool #C00472                                                842            842
                 957       957  7.00%, 10/1/26, Pool #D75494                                               967            967
               1,000     1,000  7.50%, 12/1/27, Pool #C00542                                             1,024          1,024
                                                                                     ----------     ----------     ----------
                                                                                          5,760          9,753         15,513
                                                                                     ----------     ----------     ----------
Federal National Conventional Loan  (0.3%):
                 380       380  8.00%, 6/1/24, Pool #250085                                                395            395
                 650       650  8.00%, 6/1/24, Pool #270402                                                674            674
                                                                                                         1,069          1,069
Federal National Mortgage Assoc.  (3.5%):
                 275       275  6.40%, 3/25/03                                                             275            275
                 250       250  6.40%, 1/13/04                                                             250            250
     5,000               5,000  5.88%, 2/2/06                                             4,944                         4,944
     1,120               1,120  7.00%, 9/1/07, Pool# 185265                               1,137                         1,137
                 864       864  6.50%, 5/1/11, Pool #337195                                                865            865
                 892       892  7.00%, 7/1/25, Pool #317252                                                901            901
                 854       854  6.50%, 2/1/26, Pool #337115                                                846            846
                 844       844  7.50%, 5/1/26, Pool #344916                                                865            865
                 917       917  7.00%, 5/1/26, Pool #346269                                                926            926
                 866       866  7.50%, 11/1/26, Pool #363626                                               886            886
                                                                                     ----------     ----------     ----------
                                                                                          6,081          5,814         11,895
                                                                                     ----------     ----------     ----------
Government National Mortgage Assoc.  (7.0%):
       388                 388  7.50%, 8/15/07, Pool #329613                                399                           399
       419                 419  7.00%, 7/15/08, Pool #326444                                427                           427
       560                 560  6.50%, 7/15/08, Pool #349693                                563                           563
        54                  54  6.50%, 3/15/09, Pool #367398                                 55                            55
     1,348               1,348  6.50%, 5/15/09, Pool #366779                              1,355                         1,355
                 709       709  5.50%, 4/20/11, Pool #2222                                                 677            677
        16                  16  13.50%, 5/15/11, Pool #047241                                19                            19
         3                   3  12.50%, 10/15/13, Pool #070066                                4                             4
        18                  18  12.00%, 3/15/14, Pool #109220                                21                            21
        13                  13  13.50%, 9/15/14, Pool #119582                                15                            15
        65                  65  9.00%, 12/15/16, Pool # 203620                               70                            70
                 113       113  8.00%, 4/15/17, Pool #192100                                               118            118
       105                 105  10.00%, 7/15/18, Pool #248404                               114                           114
        82                  82  10.00%, 3/15/19, Pool #265770                                89                            89
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>

THE ONE GROUP ASSET ALLOCATION FUND / MARQUIS BALANCED FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>

                      PROFORMA
  MARQUIS  ONE GROUP  COMBINED                                                                                      PROFORMA
 SHARES OR SHARES OR  SHARES OR                                                         MARQUIS      ONE GROUP      COMBINED
 PRINCIPAL PRINCIPAL  PRINCIPAL                                                         MARKET         MARKET        MARKET
   AMOUNT    AMOUNT    AMOUNT               SECURITY DESCRIPTION                         VALUE         VALUE         VALUE
 ---------  --------- --------- ---------------------------------------------------   ---------  -------------    -----------
<S><C>
                  72        72  8.00%, 5/15/22, Pool #329176                                                75             75
                  88        88  6.50%, 1/15/24, Pool #376656                                                88             88
                 229       229  8.00%, 4/15/24, Pool #376038                                               239            239
     1,132               1,132  7.00%, 4/15/24, Pool #355120                              1,141                         1,141
               1,114     1,114  8.00%, 8/15/24, Pool #394024                                             1,161          1,161
     1,698               1,698  7.50%, 6/15/25, Pool #401860                              1,740                         1,740
               1,333     1,333  7.00%, 8/15/25, Pool #413007                                             1,349          1,349
     6,889               6,889  7.00%, 2/15/26, Pool #426280                              6,945                         6,945
                 977       977  6.50%, 4/15/26, Pool #416192                                               967            967
                 962       962  6.50%, 4/15/26, Pool #424185                                               952            952
       626                 626  8.00%, 5/15/26, Pool #426783                                649                           649
       702                 702  7.50%, 5/15/26, Pool #408313                                719                           719
                 842       842  7.50%, 5/15/26, Pool #375345                                               864            864
                 985       985  7.00%, 5/15/26, Pool #375344                                               995            995
                 858       858  8.50%, 1/15/27, Pool #432266                                               901            901
               1,000     1,000  7.50%, 12/15/27, Pool #455358                                            1,025          1,025
                                                                                     ----------     ----------     ----------
                                                                                         14,325          9,411         23,736
                                                                                     ----------     ----------     ----------
Total U.S. Government Agency Mortgages                                                   26,166         26,047         52,213
                                                                                     ----------     ----------     ----------

U.S. TREASURY OBLIGATIONS  (17.5%):
U.S. Treasury Bills  (0.1%):
                  55        55  1/22/98 (d)                                                                 55             55
                  95        95  2/5/98 (d)                                                                  95             95
                  40        40  2/19/98 (d)                                                                 40             40
                 115       115  2/26/98 (d)                                                                114            114
                  55        55  3/12/98 (d)                                                                 54             54
                                                                                                    ----------     ----------
                                                                                                           358            358
                                                                                                    ----------     ----------
U.S. Treasury Bonds  (3.4%):
                 750       750  11.25%, 2/15/15 (c)                                                      1,176          1,176
               1,900     1,900  7.50%, 11/15/16                                                          2,218          2,218
               4,700     4,700  8.13%, 8/15/19 (c)                                                       5,877          5,877
               1,000     1,000  7.88%, 2/15/21 (c)                                                       1,228          1,228
     1,000               1,000  7.13%, 2/15/23                                            1,141                         1,141
                                                                                     ----------     ----------     ----------
                                                                                          1,141         10,499         11,640
                                                                                     ----------     ----------     ----------
U.S. Treasury Notes  (14.0%):
                 500       500  7.25%, 2/15/98 (c)                                                         501            501
     2,000       600     2,600  9.00%, 5/15/98                                            2,025            608          2,633
     2,000               2,000  9.25%, 8/15/98                                            2,044                         2,044
     1,000               1,000  6.38%, 1/15/99                                            1,008                         1,008
                 200       200  8.88%, 2/15/99                                                             207            207
                 300       300  5.88%, 3/31/99                                                             301            301
     3,000     3,250     6,250  7.00%, 4/15/99 (c)                                        3,050          3,304          6,354
     1,500               1,500  6.38%, 7/15/99                                            1,517                         1,517
     2,000               2,000  8.00%, 8/15/99                                            2,071                         2,071
                 300       300  6.00%, 10/15/99                                                            302            302
                 250       250  7.75%, 11/30/99 (c)                                                        259            259
               1,000     1,000  7.75%, 1/31/00 (c)                                                       1,040          1,040
       500                 500  8.50%, 2/15/00                                              528                           528
               1,000     1,000  6.50%, 5/31/01 (c)                                                       1,024          1,024
               6,500     6,500  6.50%, 8/31/01 (c)                                                       6,660          6,660
     2,000               2,000  6.25%, 10/31/01                                           2,033                         2,033
               2,000     2,000  6.63%, 3/31/02 (c)                                                       2,064          2,064
     2,000               2,000  6.25%, 8/31/02                                            2,040                         2,040
     4,000       150     4,150  6.25%, 2/15/03 (c)                                        4,090            153          4,243
     1,500               1,500  5.75%, 8/15/03                                            1,500                         1,500
               1,500     1,500  6.50%, 5/15/05 (c)                                                       1,563          1,563
     1,500               1,500  6.50%, 8/15/05                                            1,565                         1,565
     3,000               3,000  5.63%, 2/15/06                                            2,966                         2,966
     3,000               3,000  6.13%, 8/15/07                                            3,082                         3,082
                                                                                     ----------     ----------     ----------
                                                                                         29,519         17,986         47,505
                                                                                     ----------     ----------     ----------
Total U.S. Treasury Obligations                                                          30,660         28,843         59,503
                                                                                     ----------     ----------     ----------

INVESTMENT COMPANIES  (1.2%):
     1,959               1,959  SEI Liquid Asset Trust, Treasury Portfolio                1,959                         1,959
     2,150               2,150  SEI Liquid Asset Trust, Government Portfolio              2,150                         2,150
                                                                                     ----------                    ----------
Total Investment Companies                                                                4,109                         4,109
                                                                                     ----------                    ----------

REPURCHASE AGREEMENTS  (1.4%):
               4,876     4,876  Prudential Securities, 6.80%, 1/2/98
                                (Collateralized by $5,105                                                4,876          4,876
                                U.S. Treasury Bills, 6/25/98, market value $4,974)                  ----------     ----------
Total Repurchase Agreements                                                                              4,876          4,876
                                                                                                    ----------     ----------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.
<PAGE>

THE ONE GROUP ASSET ALLOCATION FUND / MARQUIS BALANCED FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(Amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>

                      PROFORMA
  MARQUIS  ONE GROUP  COMBINED                                                                                      PROFORMA
 SHARES OR SHARES OR  SHARES OR                                                         MARQUIS      ONE GROUP      COMBINED
 PRINCIPAL PRINCIPAL  PRINCIPAL                                                         MARKET         MARKET        MARKET
   AMOUNT    AMOUNT    AMOUNT               SECURITY DESCRIPTION                         VALUE         VALUE         VALUE
 ---------  --------- --------- ---------------------------------------------------   ---------  -------------    -----------
<S><C>
Total (Cost $295,743) (a)                                                               136,962        202,720        339,682
                                                                                     ----------     ----------     ----------
                                                                                     ----------     ----------     ----------
</TABLE>


- --------------------
Percentages indicated are based on net assets of $340,430.
(a) Represents cost for federal income tax purposes and differs from
    value by net unrealized appreciation of securities as follows
    (amounts in thousands):

<TABLE>
<S>                                                            <C>
             Unrealized appreciation. . . . .  . . . . . . .   $47,159
             Unrealized depreciation . . . .  . . . . . . .     (3,220)

             Net unrealized appreciation. . . . . . . . . . .  $43,939
</TABLE>

 (b) Non-income producing securities.
 (c) With respect to the One Group Fund only, a portion of this security
     was loaned as of December 31, 1997.
 (d) Serves as collateral for futures contracts.

 At December 31, 1997, the Portfolio's open futures contracts were as follows:

<TABLE>
<CAPTION>

                                              OPENING           MARKET
      NUMBER                                  POSITION          VALUE
   OF CONTRACTS         CONTRACT TYPE           (000)            (000)
   <S>                  <C>                   <C>                <C>

     34          S&P 500 March 1998 Futures     $8,270          $8,322
</TABLE>


SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>


THE ONE GROUP TREASURY ONLY MONEY MARKET FUND / MARQUIS INSTITUTIONAL MONEY
MARKET FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(AMOUNTS IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>

                               PROFORMA                                                                                 PROFORMA
  MARQUIS       ONE GROUP      COMBINED                                                    MARQUIS       ONE GROUP      COMBINED
 PRINCIPAL      PRINCIPAL      PRINCIPAL                                                  AMORTIZED      AMORTIZED      AMORTIZED
  AMOUNT         AMOUNT         AMOUNT            SECURITY DESCRIPTION                      COST           COST           COST
- ------------  -------------  -------------  ------------------------------------------  -------------  -------------  -------------
<S>            <C>            <C>            <C>                                          <C>            <C>            <C>
U.S. TREASURY OBLIGATIONS (94.1%):
U.S. Treasury Bills (26.0%):
               125,412.00        125,412     1/22/98 (b)                                                    125,033       125,033
    15,000                        15,000     1/22/98                                          14,955                       14,955
                    4,490          4,490     2/5/98                                                           4,467         4,467
                    2,489          2,489     2/12/98                                                          2,473         2,473
                    5,000          5,000     3/5/98                                                           4,953         4,953
     1,800                         1,800     3/5/98                                            1,783                        1,783
                   52,500         52,500     3/26/98                                                         51,861        51,861
                    8,940          8,940     11/12/98                                                         8,528         8,528
                                                                                            --------       --------      --------
                                                                                              16,738        197,315       214,053
                                                                                            --------       --------      --------

 U.S. Treasury Notes (68.1%):
                  100,000        100,000     7.88%, 1/15/98                                                 100,090       100,090
                  125,000        125,000     5.63%, 1/31/98                                                 124,993       124,993
                  189,177        189,177     7.25%, 2/17/98                                                 189,546       189,546
                   75,000         75,000     5.13%, 2/28/98                                                  74,950        74,950
                    1,065          1,065     7.88%, 4/15/98                                                   1,072         1,072
                   50,000         50,000     7.88%, 4/30/98 (b)                                              50,060        50,060
                    5,000          5,000     5.25%, 7/31/98                                                   4,990         4,990
                   15,000         15,000     6.13%, 8/31/98                                                  15,039        15,039
                                                                                            --------       --------      --------
                                                                                                 -          560,740       560,740
                                                                                            --------       --------      --------
   Total U.S. Treasury Obligations                                                            16,738        758,055       774,793

REPURCHASE AGREEMENTS (4.6%):
     2,200                         2,200     Aubrey G. Lanston & Co., 6.50%, 1/2/98
                                             (collateralized by $2,100 U.S. Treasury
                                             Notes, 7.50%, 11/15/01, market value -
                                             $2,246)                                          2,200                         2,200
     1,575                         1,575     Deutsche Morgan Grenfell, 6.70%, 1/2/98
                                             (collateralized by $1,573 U.S. Treasury
                                             Notes, 5.88%, 2/28/99, market value -
                                             $1,608)                                          1,575                         1,575
     2,200                         2,200     HSBC Securities, 6.60%, 1/2/98
                                             (collateralized by $8,600 U.S. Treasury
                                             Strips, 0.00%, 5/15/20, market value -
                                             $8,316)                                          2,200                         2,200
    10,000                        10,000     J.P. Morgan Securities, 6.60%, 1/2/98
                                             (collateralized by $10,598 U.S. Treasury
                                             Strips, 0.00%, 8/15/98, market value -
                                             $10,238)                                        10,000                        10,000
     1,581                         1,581     J.P. Morgan Securities, 6.40%, 1/2/98
                                             (collateralized by $1,129 U.S. Treasury
                                             Bonds, 9.88%, 11/15/15, market value -
                                             $1,613)                                          1,581                         1,581
    10,000                        10,000     Lehman Brothers Holding, Inc., 6.57%,
                                             1/2/98 (collateralized by $13,675 U.S.
                                             Treasury Strips, 0.00%, 2/15/03, market
                                             value - $10,212)                                10,000                        10,000
     1,575                         1,575     Merrill Lynch, 6.45%, 1/2/98
                                             (collateralized by $1,190 U.S. Treasury
                                             Bonds, 8.88%, 6/15/17, market value -
                                             $1,612)                                          1,575                         1,575
     1,576                         1,576     Nomura Securities, 6.58%, 1/2/98
                                             (collateralized by $1,612 U.S. Treasury
                                             Bills, 0.00%, 1/22/98, market value -
                                             $1,607)                                          1,576                         1,576
     1,575                         1,575     Morgan Stanley, 5.18%, 1/2/98
                                             (collateralized by $1,226 U.S. Treasury
                                             Bonds, 8.75%, 5/15/17, market value -
                                             $1,613)                                          1,575                         1,575
     2,200                         2,200     Prudential Securities, Inc., 6.60%,
                                             1/2/98 (collateralized by $1,965 U.S.
                                             Treasury Notes, 6.88%, 8/15/25, market
                                             value - $2,244)                                  2,200                         2,200
     1,575                         1,575     UBS Securities, 6.50%, 1/2/98
                                             (collateralized by $7,229 various U. S.
                                             Treasury Securities, 0.00%, 8/15/22 -
                                             11/15/22, market - value $1,607)                 1,575                         1,575

</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS.


<PAGE>

THE ONE GROUP TREASURY ONLY MONEY MARKET FUND / MARQUIS INSTITUTIONAL MONEY
MARKET FUND
PROFORMA COMBINED SCHEDULE OF PORTFOLIO INVESTMENTS            DECEMBER 31, 1997
(AMOUNTS IN THOUSANDS)
(UNAUDITED)

<TABLE>
<CAPTION>

                               PROFORMA                                                                                 PROFORMA
  MARQUIS       ONE GROUP      COMBINED                                                    MARQUIS       ONE GROUP      COMBINED
 PRINCIPAL      PRINCIPAL      PRINCIPAL                                                  AMORTIZED      AMORTIZED      AMORTIZED
  AMOUNT         AMOUNT         AMOUNT            SECURITY DESCRIPTION                      COST           COST           COST
- ------------  -------------  -------------  ------------------------------------------  -------------  -------------  -------------
<S>            <C>            <C>            <C>                                          <C>            <C>            <C>

     2,200                         2,200     Wachovia, 6.00%, 1/2/98 (collateralized
                                             by $2,230 U.S. Treasury Notes, 5.75%,
                                             11/15/00, market value -  $2,248)                2,200                         2,200
                                                                                            -------         -------       -------
                                                                                             38,257             -          38,257
                                                                                            -------         -------       -------
 Total (Amortized Cost $813,050) (a)                                                         54,995         758,055       813,050
                                                                                            -------         -------       -------
                                                                                            -------         -------       -------

</TABLE>


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

Percentages indicated are based on net assets of $823,330.
(a) Cost and value for federal income tax and financial reporting purposes are
    the same.
(b) With respect to The One Group Fund only, a portion of this security was
    loaned as of December 31, 1997.



SEE NOTES TO FINANCIAL STATEMENTS.


<PAGE>

The One Group Family of Mutual Funds
Proforma Combined Statements of Assets and Liabilities
December 31, 1997
(Amounts in Thousands)
(Unaudited)
<TABLE>
<CAPTION>

                                                         U.S. Treasury  Marquis Treasury
                                                           Securities       Securities
                                                          Money Market     Money Market                        Proforma
                                                              Fund            Fund            Adjustments      Combined
<S>                                                    <C>              <C>              <C>              <C>
ASSETS:
Investments, at amortized cost                         $       587,536  $       233,899  $                $       821,435
Repurchase agreements, at cost                               2,944,317        1,188,751                         4,133,068
                                                         -------------    -------------                     -------------
Total                                                        3,531,853        1,422,650                         4,954,503

Cash                                                               -                -                                 -
Interest receivable                                              5,657            6,133                            11,790
Deferred organizational costs                                      -                 10              (10)             -
Prepaid expenses and other assets                                   39              262                               301
                                                         -------------    -------------    -------------    -------------
TOTAL ASSETS                                                 3,537,549        1,429,055              (10)       4,966,594
                                                         -------------    -------------    -------------    -------------

LIABILITIES:
Cash overdraft                                                       3            2,145                             2,148
Income payable                                                  14,322            5,635                            19,957
Payable to brokers for investments purchased                       -                -                                 -
Accrued expenses and other payables:
  Investment advisory fees                                         762              471                             1,233
  Administration fees                                              419               88                               507
  12b-1 fees                                                       173              174                               347
  Other                                                            120               33                               153
                                                         -------------    -------------                     -------------
TOTAL LIABILITIES                                               15,799            8,546                            24,345
                                                         -------------    -------------                     -------------

NET ASSETS:
Capital                                                      3,521,483        1,420,484              (10)       4,941,957
Undistributed (distributions in excess of)
  net investment income                                             43              -                                  43
Accumulated undistributed net realized
  gains (losses) from investment transactions                      224               25                               249
                                                         -------------    -------------    -------------    -------------
NET ASSETS                                             $     3,521,750  $     1,420,509  $           (10) $     4,942,249
                                                         -------------    -------------    -------------    -------------
                                                         -------------    -------------    -------------    -------------

NET ASSETS
  Fiduciary/Trust                                      $     2,680,843  $       599,420  $        14,469  $     3,294,732 (b)(c)
  Class A/Retail                                               840,788          635,301          171,309        1,647,398 (b)(c)(d)
  Class B/Sweep Class                                              119          185,788         (185,788)             119 (d)
                                                         -------------    -------------    -------------    -------------
Total                                                  $     3,521,750  $     1,420,509  $           (10) $     4,942,249
                                                         -------------    -------------    -------------    -------------
                                                         -------------    -------------    -------------    -------------

OUTSTANDING UNITS OF BENEFICIAL INTEREST
  Fiduciary/Trust                                            2,680,619          599,403           14,469        3,294,491
  Class A                                                      840,743          635,293          171,309        1,647,345
  Class B                                                          119          185,788         (185,788)             119
                                                         -------------    -------------    -------------    -------------
Total                                                        3,521,481        1,420,484              (10)       4,941,955
                                                         -------------    -------------    -------------    -------------
                                                         -------------    -------------    -------------    -------------

Net Asset Value:
  Offering and redemption price per share, all classes $          1.00  $          1.00                   $          1.00
                                                         -------------    -------------                     -------------
                                                         -------------    -------------                     -------------


<CAPTION>

                                                             Municipal         Marquis
                                                               Money          Tax-Exempt
                                                              Market         Money Market                         Proforma
                                                               Fund              Fund           Adjustments       Combined
<S>                                                     <C>               <C>               <C>               <C>
ASSETS:
Investments, at amortized cost                          $       594,524   $       130,114                     $       724,638
Repurchase agreements, at cost                                      -                 -                                   -
                                                          -------------     -------------                       -------------
Total                                                           594,524           130,114                             724,638

Cash                                                                -                  27                                 -   (a)
Interest receivable                                               4,122               925                               5,047
Deferred organizational costs
Prepaid expenses and other assets                                    33                20                                  53
                                                          -------------     -------------     -------------     -------------
TOTAL ASSETS                                                    598,679           131,086                             729,738
                                                          -------------     -------------     -------------     -------------

LIABILITIES:
Cash overdraft                                                      234               -                                   207 (a)
Income payable                                                    1,728               348                               2,076
Payable to brokers for investments purchased                        -               4,387                               4,387
Accrued expenses and other payables:
  Investment advisory fees                                          129                72                                 201
  Administration fees                                                79                12                                  91
  12b-1 fees                                                         21               -                                    21
  Other                                                             -                  24                                  24
                                                          -------------     -------------                       -------------
TOTAL LIABILITIES                                                 2,191             4,843                               7,007
                                                          -------------     -------------                       -------------

NET ASSETS:
Capital                                                         596,622           126,243                             722,865
Undistributed (distributions in excess of)
  net investment income                                            (130)              -                                  (130)
Accumulated undistributed net realized
  gains (losses) from investment transactions                        (4)              -                                    (4)
                                                          -------------     -------------     -------------     -------------
NET ASSETS                                              $       596,488   $       126,243                     $       722,731
                                                          -------------     -------------     -------------     -------------
                                                          -------------     -------------     -------------     -------------

NET ASSETS
  Fiduciary/Trust                                               500,105   $           -     $        62,993   $       563,098 (b)
  Class A/Retail                                                 96,383           126,243           (62,993)          159,633 (b)
  Class B/Sweep Class                                               -                 -                                -
                                                          -------------     -------------     -------------     -------------
Total                                                           596,488   $       126,243   $           -     $       722,731
                                                          -------------     -------------     -------------     -------------
                                                          -------------     -------------     -------------     -------------

OUTSTANDING UNITS OF BENEFICIAL INTEREST
  Fiduciary/Trust                                               500,226               -              62,993           563,219
  Class A                                                        96,396           126,243           (62,993)          159,646
  Class B                                                           -                 -                                   -
                                                          -------------     -------------     -------------     -------------
Total                                                           596,622           126,243               -             722,865
                                                          -------------     -------------     -------------     -------------
                                                          -------------     -------------     -------------     -------------

Net Asset Value:
  Offering and redemption price per share, all classes  $          1.00   $          1.00                     $          1.00
                                                          -------------     -------------                       -------------
                                                          -------------     -------------                       -------------
</TABLE>

(a)  Cash balances are combined.
(b)  These figures reflect the conversion of approximately 63% and 50% of
     Marquis Retail Class shares to One Group Fiduciary shares respectively for
     each fund.
(c)  These figures reflect the conversion of approximately 65% of Marquis Trust
     Class shares to One Group Class A shares.
(d)  These figures reflect the conversion of all Marquis Sweep Class shares to
     One Group Class A shares.
- --------------------------------------------------------------------------------

<PAGE>


The One Group Family of Mutual Funds
Proforma Combined Statements of Assets and Liabilities
December 31, 1997
(Amounts in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
                                                                               Marquis
                                                           Government        Government
                                                              Bond           Securities                          Proforma
                                                              Fund              Fund         Adjustments         Combined
<S>                                                     <C>             <C>               <C>                <C>
ASSETS:
Investments, at value                                   $      848,412  $      142,850   $                  $      991,262
Repurchase agreements, at cost                                  46,298           4,337                              50,635
                                                         -------------   -------------                       -------------
Total (cost $1,012,053; $188,048, respectively)                894,710         147,187                           1,041,897

Interest receivable                                              6,501           2,040                               8,541
Receivable from brokers for investments sold                       -                32                                  32
Receivable for shares issued                                        78               3                                  81
Deferred organizational costs                                      -                 2                (2)              -
Prepaid expenses and other assets                                   10              11                                  21
                                                         -------------   -------------     -------------     -------------
TOTAL ASSETS                                                   901,299         149,275                (2)        1,050,572
                                                         -------------   -------------     -------------     -------------

LIABILITIES:
Cash overdraft                                                     -                20                                  20
Income payable                                                   4,189             734                               4,923
Payable to brokers for investments purchased                    39,862             -                                39,862
Payable for shares redeemed                                          3             -                                     3
Accrued expenses and other payables:
  Investment advisory fees                                         317              65                                 382
  Administration fees                                               87              17                                 104
  12b-1 fees                                                        18               1                                  19
  Other                                                            168               9                                 177
                                                         -------------   -------------                       -------------
TOTAL LIABILITIES                                               44,644             846                              45,490
                                                         -------------   -------------                       -------------

NET ASSETS:
Capital                                                        845,755         147,689                (2)          993,442
Undistributed (distributions in excess of)
  net investment income                                           (101)             22                                 (79)
Accumulated undistributed net realized gains (losses)
  from investment transactions                                 (17,278)           (847)                            (18,125)
Net unrealized appreciation  (depreciation) from
  investments                                                   28,279           1,565                              29,844
                                                         -------------   -------------     -------------     -------------
NET ASSETS                                              $      856,655  $      148,429   $            (2)   $    1,005,082
                                                         -------------   -------------     -------------     -------------
                                                         -------------   -------------     -------------     -------------

NET ASSETS
  Fiduciary                                             $      809,738  $          -     $       144,434    $      954,172 (a)
  Class A                                                       32,295         147,269          (144,436)           35,128 (a)
  Class B                                                       14,622           1,160                              15,782
                                                         -------------   -------------     -------------     -------------
Total                                                   $      856,655  $      148,429   $            (2)   $    1,005,082
                                                         -------------   -------------     -------------     -------------
                                                         -------------   -------------     -------------     -------------

OUTSTANDING UNITS OF BENEFICIAL INTEREST
  Fiduciary                                                     80,877             -              14,429            95,306 (a)(b)
  Class A                                                        3,225          14,677           (14,394)            3,508 (a)(b)
  Class B                                                        1,461             115                 1             1,576 (b)
                                                         -------------   -------------     -------------     -------------
Total                                                           85,563          14,792                36           100,390
                                                         -------------   -------------     -------------     -------------
                                                         -------------   -------------     -------------     -------------
Net Asset Value:
  Fiduciary offering and redemption price per share     $        10.01  $          -                        $        10.01
                                                         -------------   -------------                       -------------
                                                         -------------   -------------                       -------------
  Class A
  Redemption price per share                            $        10.01  $        10.03                      $        10.01
                                                         -------------   -------------                       -------------
                                                         -------------   -------------                       -------------
  Maximum sales charge                                            4.50%           3.50%                               4.50%
                                                         -------------   -------------                       -------------
                                                         -------------   -------------                       -------------
  Maximum offering price per share (100%/(100%-maximum
       sales charge) of net asset value adjusted to
       nearest cent)                                    $        10.48   $       10.39                     $        10.48
                                                         -------------    ------------                      -------------
                                                         -------------    ------------                      -------------
  Class B offering price per share (c)                  $        10.01   $       10.09                     $        10.01
                                                         -------------    ------------                      -------------
                                                         -------------    ------------                      -------------

<CAPTION>
                                                                               Marquis
                                                           Louisiana          Louisiana
                                                         Municipal Bond   Tax-Free Income                         Proforma
                                                              Fund              Fund         Adjustments          Combined
<S>                                                     <C>               <C>              <C>               <C>
ASSETS:
Investments, at value                                   $       156,733   $        41,940                    $       198,673
Repurchase agreements, at cost                                      -                 -                                  -
                                                          -------------     -------------                      -------------
Total (cost $1,012,053; $188,048, respectively)                 156,733            41,940                            198,673

Interest receivable                                               2,682               519                              3,201
Receivable from brokers for investments sold                        -                 -                                  -
Receivable for shares issued                                          1               -                                    1
Deferred organizational costs                                       -                 -                                  -
Prepaid expenses and other assets                                    35                13                                 48
                                                          -------------     -------------                      -------------
TOTAL ASSETS                                                    159,451            42,472                            201,923
                                                          -------------     -------------                      -------------

LIABILITIES:
Cash overdraft                                                      -                 -                                  -
Income payable                                                      624               154                                778
Payable to brokers for investments purchased                      2,734               -                                2,734
Payable for shares redeemed                                         -                  11                                 11
Accrued expenses and other payables:
  Investment advisory fees                                           80                16                                 96
  Administration fees                                                23                 5                                 28
  12b-1 fees                                                         18                 1                                 19
  Other                                                              22                 6                                 28
                                                          -------------     -------------                      -------------
TOTAL LIABILITIES                                                 3,501               193                              3,694
                                                          -------------     -------------                      -------------

NET ASSETS:
Capital                                                         147,152            40,844                            187,996
Undistributed (distributions in excess of)
  net investment income                                             -                   5                                  5
Accumulated undistributed net realized gains (losses)
  from investment transactions                                     (343)              (54)                              (397)
Net unrealized appreciation  (depreciation) from
  investments                                                     9,141             1,484                             10,625
                                                          -------------     -------------                      -------------
NET ASSETS                                              $       155,950   $        42,279                    $       198,229
                                                          -------------     -------------                      -------------
                                                          -------------     -------------                      -------------

NET ASSETS
  Fiduciary                                             $       102,802   $           -    $        12,947   $       115,749 (a)
  Class A                                                        49,075            40,307          (12,947)           76,435 (a)
  Class B                                                         4,073             1,972                              6,045
                                                          -------------     -------------    -------------     -------------
Total                                                   $       155,950   $        42,279  $           -     $       198,229
                                                          -------------     -------------    -------------     -------------
                                                          -------------     -------------    -------------     -------------

OUTSTANDING UNITS OF BENEFICIAL INTEREST
  Fiduciary                                                       9,982               -              1,257            11,239 (a)(b)
  Class A                                                         4,767             3,942           (1,283)            7,426 (a)(b)
  Class B                                                           395               193               (2)              586   (b)
                                                          -------------     -------------    -------------     -------------
Total                                                            15,144             4,135              (28)           19,251
                                                          -------------     -------------    -------------     -------------
                                                          -------------     -------------    -------------     -------------
Net Asset Value:
  Fiduciary offering and redemption price per share     $         10.30   $           -                      $         10.30
                                                          -------------     -------------                      -------------
                                                          -------------     -------------                      -------------
  Class A
  Redemption price per share                            $         10.29   $         10.23                    $         10.29
                                                          -------------     -------------                      -------------
                                                          -------------     -------------                      -------------
  Maximum sales charge                                             4.50%             3.50%                              4.50%
                                                          -------------     -------------                      -------------
                                                          -------------     -------------                      -------------
  Maximum offering price per share (100%/(100%-maximum
       sales charge) of net asset value adjusted to
       nearest cent)                                     $         10.77  $         10.60                   $         10.77
                                                           -------------    -------------                     -------------
                                                           -------------    -------------                     -------------
  Class B offering price per share (c)                   $         10.30  $         10.23                   $         10.30
                                                           -------------    -------------                     -------------
                                                           -------------    -------------                     -------------
</TABLE>

(a)  These figures reflect the conversion of approximately 98% and 32% of
     Marquis Class A shares to One Group Fiduciary shares respectively for
     each fund.
(b)  These figures reflect an adjustment to the number of shares based on the
     assets of the Marquis Fund divided by the NAV of the One Group Fund.
(c)  Redemption price per Class B varies based on length of time held.
- --------------------------------------------------------------------------------

<PAGE>

The One Group Family of Mutual Funds
Proforma Combined Statements of Assets and Liabilities
December 31, 1997
(Amounts in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
                                                                             Marquis
                                                          Disciplined         Value
                                                             Value           Equity                            Proforma
                                                             Fund             Fund          Adjustments        Combined
<S>                                                     <C>              <C>              <C>              <C>
ASSETS:
Investments, at value                                   $       629,791  $       140,899                   $       770,690
Repurchase agreements, at cost                                   15,355            1,380                            16,735
Total (cost $608,093; $731,936, respectively)                   645,146          142,279                           787,425

Interest & dividends receivable                                     680              283                               963
Receivable from brokers for investments sold                      1,296              -                               1,296
Receivable for shares issued                                         22               77                                99
Prepaid expenses and other assets                                    8                8                                16
                                                          -------------    -------------                     -------------
TOTAL ASSETS                                                    647,152          142,647                           789,799
                                                          -------------    -------------                     -------------

LIABILITIES:
Cash overdraft                                                        3                6                                 9
Dividends payable                                                   484              311                               795
Payable for shares redeemed                                          10               20                                30
Accrued expenses and other payables:
  Investment advisory fees                                          392              138                               530
  Administration fees                                                91                3                                94
  12b-1 fees                                                         27                6                                33
  Other                                                             150               34                               184
                                                          -------------    -------------                     -------------
TOTAL LIABILITIES                                                 1,157              518                             1,675
                                                          -------------    -------------                     -------------

NET ASSETS:
Capital                                                         485,221          107,047                           592,268
Undistributed (distributions in excess of)
  net investment income                                             (37)              (3)                              (40)
Accumulated undistributed net realized gains (losses)
  from investment transactions                                   11,635            4,929                            16,564
Net unrealized appreciation  (depreciation) from
  investments                                                   149,176           30,156                           179,332
                                                          -------------    -------------                     -------------
NET ASSETS                                              $       645,995  $       142,129                   $       788,124
                                                          -------------    -------------                     -------------

NET ASSETS
  Fiduciary                                             $       591,390  $           -    $       116,876  $       708,266 (a)
  Class A                                                        29,367          131,648         (116,876)          44,139 (a)
  Class B                                                        25,238           10,481              -             35,719
  Class C                                                           -                -                -                -
                                                          -------------    -------------    -------------    -------------
Total                                                   $       645,995  $       142,129  $           -    $       788,124
                                                          -------------    -------------    -------------    -------------
                                                          -------------    -------------    -------------    -------------

OUTSTANDING UNITS OF BENEFICIAL INTEREST
  Fiduciary                                                      36,772              -              7,268           44,040 (a)(b)
  Class A                                                         1,822            8,556           (7,640)           2,738 (a)(b)
  Class B                                                         1,571              679              (26)           2,224 (b)
  Class C                                                           -                -                -                -
                                                          -------------    -------------    -------------    -------------
Total                                                            40,165            9,235             (398)          49,002
                                                          -------------    -------------    -------------    -------------
                                                          -------------    -------------    -------------    -------------

Net Asset Value:
  Fiduciary offering and redemption price per share     $         16.08              -                     $         16.08
                                                          -------------    -------------                     -------------
                                                          -------------    -------------                     -------------
  Class A
  Redemption price per share                            $         16.12            15.39                   $         16.12
                                                          -------------    -------------                     -------------
                                                          -------------    -------------                     -------------
  Maximum sales charge                                             4.50%            3.50%                             4.50%
                                                          -------------    -------------                     -------------
                                                          -------------    -------------                     -------------
  Maximum offering price per share (100%/(100%-maximum
       sales charge) of net asset value adjusted to
       nearest cent)                                    $         16.88            15.95                   $         16.88
                                                          -------------    -------------                     -------------
                                                          -------------    -------------                     -------------
  Class B offering price per share (d)                  $         16.06            15.44                   $         16.06
                                                          -------------    -------------                     -------------
                                                          -------------    -------------                     -------------
  Class C offering price per share (d)                  $           -                -                     $           -
                                                          -------------    -------------                     -------------
                                                          -------------    -------------                     -------------


<CAPTION>
                                                                                   Marquis
                                                               Growth              Growth
                                                           Opportunities           Equity                          Proforma
                                                                Fund                Fund        Adjustments        Combined
<S>                                                      <C>                 <C>              <C>              <C>
ASSETS:
Investments, at value                                    $      814,383     $       37,039                   $      851,422
Repurchase agreements, at cost                                   35,429              1,564                           36,993
Total (cost $608,093; $731,936, respectively)                   849,812             38,603                          888,415

Interest & dividends receivable                                     454                 47                              501
Receivable from brokers for investments sold                     23,944                -                             23,944
Receivable for shares issued                                        449                 19                              468
Prepaid expenses and other assets                                    10                  9                               19
                                                          -------------      -------------                    -------------
TOTAL ASSETS                                                    874,669             38,678                          913,347
                                                          -------------      -------------                    -------------

LIABILITIES:
Cash overdraft                                                        7                  7                               14
Dividends payable                                                15,098                 31                           15,129
Payable for shares redeemed                                         176                  3                              179
Accrued expenses and other payables:
  Investment advisory fees                                          498                 28                              526
  Administration fees                                               115                  4                              119
  12b-1 fees                                                         63                  1                               64
  Other                                                             187                  7                              194
                                                          -------------      -------------                    -------------
TOTAL LIABILITIES                                                16,144                 81                           16,225
                                                          -------------      -------------                    -------------

NET ASSETS:
Capital                                                         722,544             30,825                          753,369
Undistributed (distributions in excess of)
  net investment income                                          (2,006))               (1)                          (2,007)
Accumulated undistributed net realized gains (losses)
  from investment transactions                                  (10,711))               (8)                         (10,719)
Net unrealized appreciation  (depreciation) from
  investments                                                   148,698              7,781                          156,479
                                                          -------------      -------------                    -------------
NET ASSETS                                               $      858,525     $       38,597                   $      897,122
                                                          -------------      -------------                    -------------

NET ASSETS
  Fiduciary                                              $      733,898     $          -    $        33,822  $      767,720 (a)
  Class A                                                        62,939             36,627          (33,822)         65,744 (a)
  Class B                                                        61,686              1,970              -            63,656
  Class C                                                             2                -                -                 2
                                                          -------------      -------------    -------------   -------------
Total                                                    $      858,525     $       38,597  $           -    $      897,122
                                                          -------------      -------------    -------------   -------------
                                                          -------------      -------------    -------------   -------------

OUTSTANDING UNITS OF BENEFICIAL INTEREST
  Fiduciary                                                      37,762                -              1,740          39,502 (a)(b)
  Class A                                                         3,262              2,375           (2,230)          3,407 (a)(b)
  Class B                                                         3,317                128              (22)          3,423 (b)
  Class C                                                           -  (c)             -                                -   (c)
                                                          -------------      -------------    -------------   -------------
Total                                                            44,341              2,503             (512)         46,332
                                                          -------------      -------------    -------------   -------------
                                                          -------------      -------------    -------------   -------------

Net Asset Value:
  Fiduciary offering and redemption price per share      $        19.44     $          -                     $        19.44
                                                          -------------      -------------                    -------------
                                                          -------------      -------------                    -------------
  Class A
  Redemption price per share                             $        19.30     $        15.42                   $        19.30
                                                          -------------      -------------                    -------------
                                                          -------------      -------------                    -------------
  Maximum sales charge                                            4.50%              3.50%                            4.50%
                                                          -------------      -------------                    -------------
                                                          -------------      -------------                    -------------
  Maximum offering price per share (100%/(100%-maximum
       sales charge) of net asset value adjusted to
       nearest cent)                                     $        20.21     $        15.98                   $        20.21
                                                          -------------      -------------                     -------------
                                                          -------------      -------------                     -------------
  Class B offering price per share (d)                   $        18.60     $        15.34                   $        18.60
                                                          -------------      -------------                    -------------
                                                          -------------      -------------                    -------------
  Class C offering price per share (d)                   $        19.41     $          -                     $        19.41
                                                          -------------      -------------                    -------------
                                                          -------------      -------------                    -------------
</TABLE>

(a)  These figures reflect the conversion of approximately 89% and 92% of
     Marquis Class A shares to One Group Fiduciary shares respectively for
     each fund.
(b)  These figures reflect an adjustment to the number of shares based on the
     assets of the Marquis Fund divided by the NAV of the One Group Fund.
(c)  Amount is less than 1,000.
(d)  Redemption price per Class B and Class C shares varies based on length of
     time held.
- --------------------------------------------------------------------------------

<PAGE>


The One Group Family of Mutual Funds
Proforma Combined Statements of Assets and Liabilities
December 31, 1997
(Amounts in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
                                                              Asset            Marquis                           Asset
                                                           Allocation         Balanced                         Allocation
                                                               Fund             Fund        Adjustments          Fund
<S>                                                    <C>             <C>               <C>               <C>
ASSETS:
Investments, at value                                  $      197,844   $     136,962   $                  $     334,806
Repurchase agreements, at cost                                  4,876             -                                4,876
                                                        -------------    ------------                       ------------
Total (cost $295,743; $54,995 respectively)                   202,720         136,962                            339,682

Cash                                                                1             -                                    1
Interest & dividends receivable                                 1,329           1,066                              2,395
Receivable from brokers for investments sold                      -                 7                                  7
Receivable for shares issued                                      220              14                                234
Deferred organizational costs                                     -                 1                                 (1)
Prepaid expenses and other assets                                   2              16                                 18
                                                        -------------    ------------     -------------     ------------
TOTAL ASSETS                                                  204,272         138,066                (1)         342,337
                                                        -------------    ------------     -------------     ------------

LIABILITIES:
Cash Overdraft                                                    -               -                                  -
Dividends payable                                                 523             977                              1,500
Payable for shares redeemed                                        30               4                                 34
Net payable for variation margin on futures contracts               2              -                                   2
Accrued expenses and other payables:
  Investment advisory fees                                         93              82                                175
  Administration fees                                              13              16                                 29
  12b-1 fees                                                       65               3                                 68
  Other                                                            88              11                                 99
                                                        -------------    ------------                       ------------
TOTAL LIABILITIES                                                 814           1,093                              1,907
                                                        -------------    ------------                       ------------

NET ASSETS:
Capital                                                       178,352         115,478                (1)         293,829
Undistributed (distributions in excess of)
  net investment income                                           (15)              7                                 (8)
Accumulated undistributed net realized gains (losses)
  from investment and futures transactions                      2,026             592                              2,618
Net unrealized appreciation  (depreciation) from
  investments and futures                                      23,095          20,896                             43,991
                                                        -------------    ------------     -------------     ------------
NET ASSETS                                             $      203,458   $     136,973                (1)  $      340,430
                                                        -------------    ------------     -------------     ------------
                                                        -------------    ------------     -------------     ------------

NET ASSETS
  Fiduciary/Institutional                              $       94,794   $          -     $       128,762   $      223,556 (a)
  Class A                                                      38,874          132,739          (128,763)          42,850 (a)
  Class B                                                      69,790            4,234               -             74,024
                                                        -------------    -------------     -------------    -------------
Total                                                  $      203,458   $      136,973   $            (1)  $      340,430
                                                        -------------    -------------     -------------    -------------
                                                        -------------    -------------     -------------    -------------

OUTSTANDING UNITS OF BENEFICIAL INTEREST
  Fiduciary/Institutional                                       7,531              -              10,227           17,758 (a)(b)
  Class A                                                       3,085           10,844           (10,528)           3,401 (a)(b)
  Class B                                                       5,517              344                (9)           5,852 (b)
                                                        -------------    -------------     -------------    -------------
Total                                                          16,133           11,188              (310)          27,011
                                                        -------------    -------------     -------------    -------------
                                                        -------------    -------------     -------------    -------------

Net Asset Value:
  Fiduciary/Institutional offering and
       redemption price per share                      $        12.59   $          -                       $        12.59
                                                        -------------    -------------                      -------------
                                                        -------------    -------------                      -------------
  Class A
  Redemption price per share                           $        12.60   $        12.24                     $        12.60
                                                        -------------    -------------                      -------------
                                                        -------------    -------------                      -------------
  Maximum sales charge                                           4.50%            3.50%                              4.50%
                                                        -------------    -------------                      -------------
                                                        -------------    -------------                      -------------
  Maximum offering price per share (100%/(100%-maximum
       sales charge) of net asset value adjusted to
       nearest cent)                                   $        13.19   $        12.68                     $        13.19
                                                        -------------    -------------                      -------------
                                                        -------------    -------------                      -------------
  Class B offering price per share (c)                 $        12.65   $        12.31                     $        12.65
                                                        -------------    -------------                      -------------
                                                        -------------    -------------                      -------------

<CAPTION>
                                                             Treasury Only     Institutional                       Treasury Only
                                                              Money Market      Money Market                        Money Market
                                                                 Fund              Fund         Adjustments            Fund
<S>                                                        <C>               <C>               <C>               <C>
ASSETS:
Investments, at value                                      $       758,055   $        54,995                     $       813,050
Repurchase agreements, at cost                                         -                 -                                   -
                                                             -------------     -------------                       -------------
Total (cost $295,743; $54,995 respectively)                        758,055            54,995                             813,050

Cash                                                                     1               -                                   -
Interest & dividends receivable                                     13,971               269                              14,240
Receivable from brokers for investments sold                           -                 -                                   -
Receivable for shares issued                                           -                 -                                   -
Deferred organizational costs                                          -                   1               -                   1
Prepaid expenses and other assets                                      -                  14                                  14
                                                             -------------     -------------                       -------------
TOTAL ASSETS                                                       772,028            55,278                             827,305
                                                             -------------     -------------                       -------------

LIABILITIES:
Cash Overdraft                                                         -                 229                                 228
Dividends payable                                                    3,315               271                               3,586
Payable for shares redeemed                                            -                 -                                   -
Net payable for variation margin on futures contracts                  -                 -                                   -
Accrued expenses and other payables:
    Investment advisory fees                                            51                32                                  83
    Administration fees                                                 32                 5                                  37
    12b-1 fees                                                         -                 -                                   -
    Other                                                               14                27                                  41
                                                             -------------     -------------                       -------------
TOTAL LIABILITIES                                                    3,412               564                               3,975
                                                             -------------     -------------                       -------------

NET ASSETS:
Capital                                                            768,705            54,714                             823,419
Undistributed (distributions in excess of)
    net investment income                                              -                 -                                   -
Accumulated undistributed net realized gains (losses)
    from investment and futures transactions                           (89)              -                                   (89)
Net unrealized appreciation  (depreciation) from
    investments and futures                                            -                 -                                   -
                                                             -------------     -------------                       -------------
NET ASSETS                                                 $       768,616   $        54,714                     $       823,330
                                                             -------------     -------------                       -------------
                                                             -------------     -------------                       -------------

NET ASSETS
    Fiduciary/Institutional                                $       768,616   $        54,714               -     $       823,330
    Class A                                                            -                 -                 -                 -
    Class B                                                            -                 -                 -                 -
                                                             -------------     -------------     -------------     -------------
Total                                                      $       768,616   $        54,714               -     $       823,330
                                                             -------------     -------------     -------------     -------------
                                                             -------------     -------------     -------------     -------------

OUTSTANDING UNITS OF BENEFICIAL INTEREST
    Fiduciary/Institutional                                        768,703            54,714               -             823,417
    Class A                                                            -                 -                 -                 -
    Class B                                                            -                 -                 -                 -
                                                             -------------     -------------     -------------     -------------
Total                                                              768,703            54,714               -             823,417
                                                             -------------     -------------     -------------     -------------
                                                             -------------     -------------     -------------     -------------

Net Asset Value:
    Fiduciary/Institutional offering and
         redemption price per share                        $          1.00   $          1.00                     $          1.00
                                                             -------------     -------------                       -------------
                                                             -------------     -------------                       -------------
    Class A
    Redemption price per share                             $           -     $           -                       $           -
                                                             -------------     -------------                       -------------
                                                             -------------     -------------                       -------------
    Maximum sales charge                                               -     -           -
                                                             -------------     -------------                       -------------
                                                             -------------     -------------                       -------------
    Maximum offering price per share (100%/(100%-maximum
         sales charge) of net asset value adjusted to
         nearest cent)                                     $           -     $           -                       $           -
                                                             -------------     -------------                       -------------
                                                             -------------     -------------                       -------------
    Class B offering price per share (c)                   $           -     $           -                       $           -
                                                             -------------     -------------                       -------------
                                                             -------------     -------------                       -------------
</TABLE>

(a)  These figures reflect the conversion of approximately 97% of Marquis
     Class A shares to One Group Fiduciary shares.
(b)  These figures reflect an adjustment to the number of shares based on
     the assets of the Marquis Fund divided by the NAV of the One Group Fund.
(c)  Redemption price per Class B shares varies based on length of time held.


<PAGE>

The One Group Family of Mutual Funds
Proforma Combined Statements of Operations
For the Year Ended December 31, 1997
(Amounts in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
                                                              U.S. Treasury  Marquis Treasury
                                                                Securities       Securities
                                                               Money Market     Money Market         Proforma          Proforma
                                                                   Fund            Fund             Adjustments        Combined
<S>                                                          <C>             <C>                 <C>               <C>
INVESTMENT INCOME:
Interest income                                              $      158,642    $       68,326    $          -      $      226,968
Dividend income                                                         -                 -                 -                 -
Income from securities lending                                          174               -                 -                 174
                                                              -------------     -------------     -------------     -------------
Total Income                                                        158,816            68,326               -             227,142
                                                              -------------     -------------     -------------     -------------

EXPENSES:
Investment advisory fees                                             10,067             3,729               623            14,419
Administration fees                                                   4,735             1,865               182             6,782
12b-1 fees (Retail Class)                                             1,692             1,400               671             3,763
12b-1 fees (Cash Sweep Class)                                             2               638              (638)                2
Custodian and accounting fees                                           226               186               (88)              324
Legal and audit fees                                                     98               121               (79)              140
Organization costs                                                      -                  34               (34)              -
Trustees' fees and expenses                                              40                30               (13)               57
Transfer agent fees                                                     999                69               363             1,431
Registration and filing fees                                            781                88               250             1,119
Printing costs                                                          296                62                66               424
Other                                                                   233                31                70               334
                                                              -------------     -------------     -------------     -------------
Total expenses before waivers                                        19,169             8,253             1,373            28,795
Less waivers                                                         (3,430)             (489)           (1,252)           (5,171)
                                                              -------------     -------------     -------------     -------------
  NET EXPENSES                                                       15,739             7,764               121            23,624
                                                              -------------     -------------     -------------     -------------
Net Investment Income                                               143,077            60,562              (121)          203,518
                                                              -------------     -------------     -------------     -------------
                                                              -------------     -------------     -------------     -------------

REALIZED / UNREALIZED GAINS (LOSSES) FROM
   INVESTMENTS:
Net realized gains (losses) from investment transactions                224                 5               -                 229
                                                              -------------     -------------     -------------     -------------

Change in net assets resulting from operations               $      143,301    $       60,567    $         (121)   $      203,747
                                                              -------------     -------------     -------------     -------------
                                                              -------------     -------------     -------------     -------------

ANNUAL GROSS EXPENSE RATIO

<CAPTION>
                                                                 Municipal        Marquis
                                                                   Money         Tax-Exempt
                                                                  Market        Money Market         Proforma          Proforma
                                                                   Fund             Fund           Adjustments         Combined
<S>                                                          <C>               <C>                 <C>                  <C>
INVESTMENT INCOME:
Interest income                                              $       20,440    $        3,434    $          -      $       23,874
Dividend income                                                         150               -                 -                 150
Income from securities lending                                          -                 -                 -                 -
                                                              -------------     -------------     -------------     -------------
Total Income                                                         20,590             3,434               -              24,024
                                                              -------------     -------------     -------------     -------------

EXPENSES:
Investment advisory fees                                              1,950               408               (91)            2,267
Administration fees                                                     916               136                13             1,065
12b-1 fees (Retail Class)                                               203               227               (91)              339
12b-1 fees (Cash Sweep Class)                                           -                 -                 -                 -
Custodian and accounting fees                                             4                13               (12)                5
Legal and audit fees                                                    -                  17               (17)              -
Organization costs                                                      -                   1                (1)              -
Trustees' fees and expenses                                               4                 2                (1)                5
Transfer agent fees                                                       7                11               (10)                8
Registration and filing fees                                            166               -                  27               193
Printing costs                                                          -                   4                (4)              -
Other                                                                   -                   6                (6)              -
                                                              -------------     -------------     -------------     -------------
Total expenses before waivers                                         3,250               825              (193)            3,882
Less waivers                                                           (632)             (235)              115              (752)
                                                              -------------     -------------     -------------     -------------
  NET EXPENSES                                                        2,618               590               (78)            3,130
                                                              -------------     -------------     -------------     -------------
Net Investment Income                                                17,972             2,844                78            20,894
                                                              -------------     -------------     -------------     -------------
                                                              -------------     -------------     -------------     -------------

REALIZED / UNREALIZED GAINS (LOSSES) FROM
   INVESTMENTS:
Net realized gains (losses) from investment transactions                 13               -                 -                  13
                                                              -------------     -------------     -------------     -------------

Change in net assets resulting from operations               $       17,985    $        2,844    $           78   $        20,907
                                                              -------------     -------------     -------------     -------------
                                                              -------------     -------------     -------------     -------------

ANNUAL GROSS EXPENSE RATIO
</TABLE>


<PAGE>

The One Group Family of Mutual Funds
Proforma Combined Statements of Operations
For the Year Ended December 31, 1997
(Amounts in Thousands)
(Unaudited)
<TABLE>
<CAPTION>

                                                                                    Marquis
                                                                Government        Government
                                                                    Bond          Securities          Proforma         Proforma
                                                                    Fund             Fund           Adjustments        Combined
<S>                                                          <C>               <C>               <C>               <C>
INVESTMENT INCOME:
Interest income                                              $       53,333    $        9,486    $          -      $       62,819
Dividend income                                                         -                 -                 -                 -
Income from securities lending                                           67               -                 -                  67
                                                              -------------     -------------     -------------     -------------
Total Income                                                         53,400             9,486               -              62,886
                                                              -------------     -------------     -------------     -------------

EXPENSES:
Investment advisory fees                                              3,481               836              (152)            4,165
Administration fees                                                   1,274               228                22             1,524
12b-1 fees (Class A)                                                    121               -                  10               131
12b-1 fees (Class B)                                                    122                 6                 3               131
Custodian and accounting fees                                           136                23                 4               163
Legal and audit fees                                                     27                16               (11)               32
Organization costs                                                        4                 6                (6)                4
Trustees' fees and expenses                                              16                 3               -                  19
Transfer agent fees                                                     139                37               (10)              166
Registration and filing fees                                            151               -                  30               181
Printing costs                                                           81                 9                 7                97
Other                                                                    45                 5                 4                54
                                                              -------------     -------------     -------------     -------------
Total expenses before waivers                                         5,597             1,169               (99)            6,667
Less waivers                                                           (618)              (99)              (17)             (734)
                                                              -------------     -------------     -------------     -------------
NET EXPENSES                                                          4,979             1,070              (116)            5,933
                                                              -------------     -------------     -------------     -------------
Net Investment Income                                                48,421             8,416              (114)           56,953
                                                              -------------     -------------     -------------     -------------
                                                              -------------     -------------     -------------     -------------

REALIZED / UNREALIZED GAINS (LOSSES) FROM
INVESTMENTS:
Net realized gains (losses) from investment transactions              1,166               (20)              -               1,146
Net change in unrealized appreciation (depreciation)
from investments                                                     24,009             3,309               -              27,318
                                                              -------------     -------------     -------------     -------------

Net realized/unrealized gains
(losses) from investments                                            25,175             3,289               -              28,464
                                                              -------------     -------------     -------------     -------------

Change in net assets resulting from operations               $       73,596    $       11,705    $         (114)   $       85,417
                                                              -------------     -------------     -------------     -------------
                                                              -------------     -------------     -------------     -------------

<CAPTION>
                                                                                    Marquis
                                                                                   Louisiana
                                                                Louisiana          Tax-Free
                                                                Municipal           Income          Proforma          Proforma
                                                                Bond Fund             Fund         Adjustments        Combined
<S>                                                          <C>               <C>               <C>               <C>
INVESTMENT INCOME:
Interest income                                              $        9,105    $        1,624    $          -      $       10,729
Dividend income                                                          22               -                 -                  22
Income from securities lending                                          -                 -                 -                 -
                                                              -------------     -------------     -------------     -------------
Total Income                                                          9,127             1,624               -              10,751
                                                              -------------     -------------     -------------     -------------

EXPENSES:
Investment advisory fees                                                995               120                79             1,194
Administration fees                                                     273                50                 5               328
12b-1 fees (Class A)                                                    173               -                  76               249
12b-1 fees (Class B)                                                     38                 8                 2                48
Custodian and accounting fees                                            16                 5                (2)               19
Legal and audit fees                                                      5                 2                (1)                6
Organization costs                                                      -                 -                 -                 -
Trustees' fees and expenses                                               2               -                 -                   2
Transfer agent fees                                                      53                30               (19)               64
Registration and filing fees                                             15                 5                (2)               18
Printing costs                                                            9                 1                 1                11
Other                                                                     1                 1                (1)                1
                                                              -------------     -------------     -------------     -------------
Total expenses before waivers                                         1,580               222               138             1,940
Less waivers                                                           (435)               (9)              (90)             (534)
                                                              -------------     -------------     -------------     -------------
NET EXPENSES                                                          1,145               213                48             1,406
                                                              -------------     -------------     -------------     -------------
Net Investment Income                                                 7,982             1,411               (48)            9,345
                                                              -------------     -------------     -------------     -------------
                                                              -------------     -------------     -------------     -------------

REALIZED / UNREALIZED GAINS (LOSSES) FROM
INVESTMENTS:
Net realized gains (losses) from investment transactions                388               -                 -                 388
Net change in unrealized appreciation (depreciation)
from investments                                                      3,213             1,168               -               4,381
                                                              -------------     -------------     -------------     -------------

Net realized/unrealized gains
(losses) from investments                                             3,601             1,168               -               4,769
                                                              -------------     -------------     -------------     -------------

Change in net assets resulting from operations               $       11,583    $        2,579        $      (48)   $       14,114
                                                              -------------     -------------     -------------     -------------
                                                              -------------     -------------     -------------     -------------
</TABLE>

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

<PAGE>


The One Group Family of Mutual Funds
Proforma Combined Statements of Operations
For the Year Ended December 31, 1997
(Amounts in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
                                                                Disciplined         Marquis
                                                                   Value         Value Equity        Proforma          Proforma
                                                                   Fund              Fund          Adjustments         Combined
<S>                                                          <C>                <C>              <C>               <C>
INVESTMENT INCOME:
Interest income                                              $          564    $          125    $          -      $          689
Dividend income                                                      11,486             2,550               -              14,036
Income from securities lending                                          199               -                 -                 199
                                                              -------------     -------------     -------------     -------------
Total Income                                                         12,249             2,675               -              14,924
                                                              -------------     -------------     -------------     -------------

EXPENSES:
Investment advisory fees                                              4,422               983               (47)            5,358
Administration fees                                                     984               190                19             1,193
12b-1 fees (Class A)                                                     86               -                  47               133
12b-1 fees (Class B)                                                    210                57                19               286
Custodian and accounting fees                                            84                19                (1)              102
Legal and audit fees                                                     12                13               (10)               15
Organization costs                                                      -                   8                (8)              -
Trustees' fees and expenses                                               8                 4                (2)               10
Transfer agent fees                                                     148                38                (7)              179
Registration and filing fees                                             33                 5                 2                40
Printing costs                                                           88                15                 4               107
Other                                                                    19                 2                 2                23
                                                              -------------     -------------     -------------     -------------
Total expenses before waivers                                         6,094             1,334                18             7,446
Less waivers                                                            (24)              (14)                1               (37)
                                                              -------------     -------------     -------------     -------------
NET EXPENSES                                                          6,070             1,320                19             7,409
                                                              -------------     -------------     -------------     -------------
Net Investment Income                                                 6,179             1,355               (19)            7,515
                                                              -------------     -------------     -------------     -------------
                                                              -------------     -------------     -------------     -------------


REALIZED / UNREALIZED GAINS (LOSSES) FROM
    INVESTMENTS:
Net realized gains (losses) from investment transactions            103,933            19,767               -             123,700
Net change in unrealized appreciation (depreciation)
    from investments                                                 80,009            17,426               -              97,435
                                                              -------------     -------------     -------------     -------------

Net realized/unrealized gains
    (losses) from investments                                       183,942            37,193               -             221,135
                                                              -------------     -------------     -------------     -------------

Change in net assets resulting from operations               $      190,121    $       38,548    $          (19)   $      228,650
                                                              -------------     -------------     -------------     -------------
                                                              -------------     -------------     -------------     -------------

<CAPTION>
                                                                  Growth            Marquis
                                                              Opportunities     Growth Equity        Proforma         Proforma
                                                                   Fund              Fund          Adjustments        Combined
<S>                                                          <C>               <C>               <C>               <C>
INVESTMENT INCOME:
Interest income                                              $        1,070    $          147    $          -      $        1,217
Dividend income                                                       3,237               287               -               3,524
Income from securities lending                                          745               -                 -                 745
                                                              -------------     -------------     -------------     -------------
Total Income                                                          5,052               434               -               5,486
                                                              -------------     -------------     -------------     -------------

EXPENSES:
Investment advisory fees                                              5,248               224                (1)            5,471
Administration fees                                                   1,167                45                 5             1,217
12b-1 fees (Class A)                                                    163               -                   8               171
12b-1 fees (Class B)                                                    401                 9                 3               413
Custodian and accounting fees                                           171                 5                 2               178
Legal and audit fees                                                     20                 3                (2)               21
Organization costs                                                      -                   1                (1)              -
Trustees' fees and expenses                                              10               -                 -                  10
Transfer agent fees                                                     334                25               (11)              348
Registration and filing fees                                             90                 3                 1                94
Printing costs                                                          107                 2                 3               112
Other                                                                    26                 1               -                  27
                                                              -------------     -------------     -------------     -------------
Total expenses before waivers                                         7,737               318                 7             8,062
Less waivers                                                            (47)               (8)                6               (49)
                                                              -------------     -------------     -------------     -------------
NET EXPENSES                                                          7,690               310                13             8,013
                                                              -------------     -------------     -------------     -------------
Net Investment Income                                                (2,638)              124               (13)           (2,527)
                                                              -------------     -------------     -------------     -------------
                                                              -------------     -------------     -------------     -------------


REALIZED / UNREALIZED GAINS (LOSSES) FROM
    INVESTMENTS:
Net realized gains (losses) from investment transactions             93,363               915               -              94,278
Net change in unrealized appreciation (depreciation)
    from investments                                                 94,327             5,752               -             100,079
                                                              -------------     -------------     -------------     -------------

Net realized/unrealized gains
    (losses) from investments                                       187,690             6,667               -             194,357
                                                              -------------     -------------     -------------     -------------

Change in net assets resulting from operations               $      185,052    $        6,791    $          (13)   $      191,830
                                                              -------------     -------------     -------------     -------------
                                                              -------------     -------------     -------------     -------------
</TABLE>


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

<PAGE>

The One Group Family of Mutual Funds
Proforma Combined Statements of Operations
For the Year Ended December 31, 1997
(Amounts in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
                                                         Asset          Marquis
                                                     Allocation        Balanced           Proforma          Proforma
                                                         Fund             Fund          Adjustments         Combined
<S>                                               <C>               <C>               <C>               <C>
INVESTMENT INCOME:
Interest income                                   $        5,520    $        3,534    $          -      $        9,054
Dividend income                                            1,442             1,459               -               2,901
Income from securities lending                                50               -                 -                  50
                                                   -------------     -------------     -------------     -------------
Total Income                                               7,012             4,993               -              12,005
                                                   -------------     -------------     -------------     -------------

EXPENSES:
Investment advisory fees                                   1,107               956              (116)            1,947
Administration fees                                          280               194                19               493
12b-1 fees (Class A)                                         106               -                  13               119
12b-1 fees (Class B)                                         454                24                 9               487
Custodian and accounting fees                                 80                19                42               141
Legal and audit fees                                           5                 9                (5)                9
Organization costs                                             1                 4                (4)                1
Trustees' fees and expenses                                    2                 2               -                   4
Transfer agent fees                                          163                41                83               287
Registration and filing fees                                  46                 3                32                81
Printing costs                                                28                 6                15                49
Other                                                         19                 3                11                33
                                                   -------------     -------------     -------------     -------------
Total expenses before waivers                              2,291             1,261                99             3,651
Less waivers                                                (355)              (74)             (177)             (606)
                                                   -------------     -------------     -------------     -------------
NET EXPENSES                                               1,936             1,187               (78)            3,045
                                                   -------------     -------------     -------------     -------------
Net Investment Income                                      5,076             3,806                78             8,960
                                                   -------------     -------------     -------------     -------------
                                                   -------------     -------------     -------------     -------------


REALIZED / UNREALIZED GAINS (LOSSES) FROM
    INVESTMENTS AND FUTURES:
Net realized gains (losses) from investments,
    and futures transactions                              21,107             8,344               -              29,451
Net change in unrealized appreciation
    (depreciation) from investments and futures           15,835            12,993               -              28,828
                                                   -------------     -------------     -------------     -------------

Net realized/unrealized gains
    (losses) from investments and futures                 36,942            21,337               -              58,279
                                                   -------------     -------------     -------------     -------------

Change in net assets resulting from operations    $       42,018    $       25,143    $           78    $       67,239
                                                   -------------     -------------     -------------     -------------
                                                   -------------     -------------     -------------     -------------



<CAPTION>
                                                  Treasury Only     Institutional
                                                   Money Market      Money Market        Proforma         Proforma
                                                       Fund             Fund           Adjustments        Combined
<S>                                              <C>               <C>               <C>               <C>
INVESTMENT INCOME:
Interest income                                  $       45,605    $        3,614    $          -      $       49,219
Dividend income                                             -                 -                 -                 -
Income from securities lending                              252               -                 -                 252
                                                  -------------     -------------     -------------     -------------
Total Income                                             45,857             3,614               -              49,471
                                                  -------------     -------------     -------------     -------------

EXPENSES:
Investment advisory fees                                    445                99               (46)              498
Administration fees                                         277                66               (33)              310
12b-1 fees (Class A)                                        -                 -                 -                 -
12b-1 fees (Class B)                                        -                 -                 -                 -
Custodian and accounting fees                                26                10                (7)               29
Legal and audit fees                                          8                 4                (3)                9
Organization costs                                            4               -                 -                   4
Trustees' fees and expenses                                   5                 1               -                   6
Transfer agent fees                                           8                14               (13)                9
Registration and filing fees                                 45                34               (29)               50
Printing costs                                                4                 2                (2)                4
Other                                                        19                 1                 2                22
                                                  -------------     -------------     -------------     -------------
Total expenses before waivers                               842               231              (131)              942
Less waivers                                                -                 (66)               66               -
                                                  -------------     -------------     -------------     -------------
NET EXPENSES                                                842               165               (65)              942
                                                  -------------     -------------     -------------     -------------
Net Investment Income                                    45,015             3,449                65            48,529
                                                  -------------     -------------     -------------     -------------
                                                  -------------     -------------     -------------     -------------


REALIZED / UNREALIZED GAINS (LOSSES) FROM
    INVESTMENTS AND FUTURES:
Net realized gains (losses) from investments,
    and futures transactions                                  4               -                 -                   4
Net change in unrealized appreciation
    (depreciation) from investments and futures             -                 -                 -                 -
                                                  -------------     -------------     -------------     -------------

Net realized/unrealized gains
    (losses) from investments and futures                     4               -                 -                   4
                                                  -------------     -------------     -------------     -------------

Change in net assets resulting from operations   $       45,019    $        3,449    $           65    $       48,533
                                                  -------------     -------------     -------------     -------------
                                                  -------------     -------------     -------------     -------------
</TABLE>



- --------------------------------------------------------------------------------
<PAGE>

                         THE ONE GROUP FAMILY OF MUTUAL FUNDS

                       NOTES TO PRO FORMA FINANCIAL STATEMENTS,
                                     (Unaudited)


1.   BASIS OF COMBINATION:

     The unaudited Pro Forma Combining Statements of Assets and Liabilities,
Statements of Operations, and Schedules of Portfolio Investments reflect the
accounts of eight investment portfolios offered by The One Group: the U.S.
Treasury Securities Money Market Fund, the Municipal Money Market Fund, the
Government Bond Fund, the Louisiana Municipal Bond Fund, the Disciplined Value
Fund, the Growth Opportunities Fund, the Asset Allocation Fund and the Treasury
Only Money Market Fund (the "Surviving Funds") and eight investment portfolios
offered by Marquis Funds: the Treasury Securities Money Market Fund, the Tax-
Exempt Money Market Fund, the Government Securities Fund, the Louisiana Tax-Free
Income Fund, the Value Equity Fund, the Growth Equity Fund, the Balanced Fund
and the Institutional Money Market Fund (the "Transferor Funds"), (collectively,
"Funds") as if the proposed reorganization occurred as of and for the year ended
December 31, 1997.  These statements have been derived from books and records
utilized in calculating daily net asset value at December 31, 1997.

     The Plan of Reorganization provides that at the time the reorganization
becomes effective (the "Effective Time of the Reorganization"), all of the
assets and liabilities will be transferred as follows such that at and after the
Effective Time of Reorganization, the assets and liabilities of the Transferor
Fund will become the assets and liabilities of the Surviving Fund: the Treasury
Securities Money Market Fund will be transferred to the U.S. Treasury Securities
Money Market Fund, the Tax-Exempt Money Market Fund will be transferred to the
Municipal Money Market Fund, the Government Securities Fund will be transferred
to the Government Bond Fund, the Louisiana Tax-Free Income Fund will be
transferred to the Louisiana Municipal Bond Fund, the Value Equity Fund will be
transferred to the Disciplined Value Fund, the Growth Equity Fund will be
transferred to the Growth Opportunities Fund, the Balanced Fund will be
transferred to the Asset Allocation Fund and the Institutional Money Market Fund
will be transferred to the Treasury Only Money Market Fund. In exchange for the
transfer of assets and liabilities, the One Group will issue to the Transferor
Funds full and fractional shares of the corresponding Surviving Funds, and the
Transferor Funds will make a liquidating distribution of such shares to its
shareholders.  The number of shares of the Surviving Funds so issued will be
equal in value to the full and fractional shares of the Transferor Funds that
are outstanding immediately prior to the Effective Time of the Reorganization.
At and after the Effective Time of the Reorganization, all debts, liabilities
and obligations of the Transferor Funds will attach to the Surviving Funds and
may thereafter be enforced against the Surviving Funds to the same extent as if
they had been incurred by it.  The pro forma statements give effect to the
proposed transfer described above.

     Under the purchase method of accounting for business combinations under
generally accepted accounting principles, the basis on the part of the Surviving
Funds, of the assets of the Transferor Funds will be the fair market value of
such assets on the closing date of the transaction. The Surviving Funds will
recognize no gain or loss for federal tax purposes on its issuance of shares in
the reorganization, and the basis to the Surviving Funds of the assets of the
Transferor Funds

<PAGE>

                         THE ONE GROUP FAMILY OF MUTUAL FUNDS

                 NOTES TO PRO FORMA FINANCIAL STATEMENTS, (Continued)
                                     (Unaudited)

                                     -----------

received pursuant to the reorganization will equal the fair market value of the
consideration furnished, and costs incurred, by the Surviving Funds in the
reorganization -- i.e., the sum of the liabilities assumed, the fair market
value of the Surviving Funds shares issued, and such costs.   For accounting
purposes, the Surviving Funds are the survivor of this reorganization.  The pro
forma statements reflect the combined results of operations of the Transferor
Funds and the Surviving Funds.  However, should such reorganization be effected,
the statements of operations of the Surviving Funds will not be restated for
precombination period results of the corresponding Transferor Funds.

     The Pro Forma Combining Statements of Assets and Liabilities, Statements of
Operations, and Schedules of Portfolio Investments should be read in conjunction
with the historical financial statements of the Funds incorporated by reference
in the Statement of Additional Information.

     The Transferor Funds and the Surviving Funds are each separate portfolios
of the Marquis Funds and The One Group Funds respectively, which are registered
as open-end management companies under the Investment Company Act of 1940 (the
"1940 Act").   The Funds investment objectives are as follows:

FUNDS                                   OBJECTIVE

The One Group U.S. Treasury Securities  Current income with liquidity and
stability of Money Market Fund          principal.

Marquis Treasury Securities Money       Preserve principal value and maintain a
Market Fund                             high degree of liquidity while providing
                                        current income.

The One Group Municipal Money Market    As high a level of current interest
Fund                                    income exempt from Federal income tax as
                                        is consistent with capital capital
                                        preservation and stability of principal.

Marquis Tax-Exempt Money Market Fund    Preserve principal value and maintain a
                                        high degree of liquidity while providing
                                        current income exempt from Federal
                                        income taxes.

                                     (CONTINUED)

<PAGE>

                         THE ONE GROUP FAMILY OF MUTUAL FUNDS

                 NOTES TO PRO FORMA FINANCIAL STATEMENTS, (Continued)
                                     (Unaudited)

                                     -----------


The One Group Government Bond Fund      A high level of current income with
                                        liquidity and safety of principal.

Marquis Government Securities Fund      Current income consistent with relative
                                        stability of capital.

The One Group Louisiana Municipal       Current income both consistent with the
Bond Fund                               preservation of principal and exempt
                                        from Federal income tax and Louisiana
                                        income tax.

Marquis Louisiana Tax-Free Income       A level of current income consistent
Fund                                    with relative stability of capital.

The One Group Disciplined Value         Capital appreciation with the secondary
Fund                                    goal of achieving current income by
                                        investing primarily in equity
                                        securities.

Marquis Value Equity Fund               Long-term capital appreciation by
                                        investing primarily in equity securities
                                        which have a low currency valuation
                                        relative to various measures of
                                        intrinsic value.

The One Group Growth Opportunities      Growth of capital and secondarily, Fund
                                        current income by investing primarily in
                                        equity securities.

Marquis Growth Equity Fund              Long-term capital appreciation by
                                        investing primarily in companies whose
                                        sales and earnings are expected to grow
                                        at an above average rate.

The One Group Asset Allocation          To provide total return while preserving
                                        capital.

Marquis Balanced Fund                   Capital appreciation and current income
                                        through regular payments of dividends
                                        and interest.

The One Group Treasury Only             High current income with liquidity and
Money Market Fund                       stability of principal with the added
                                        assurance of a fund that does not
                                        purchase securities that are subject to

                                     (CONTINUED)

<PAGE>

                         THE ONE GROUP FAMILY OF MUTUAL FUNDS

                 NOTES TO PRO FORMA FINANCIAL STATEMENTS, (Continued)
                                     (Unaudited)

                                     -----------

                                        repurchase agreements.

Marquis Institutional Money             Preserve principal value and maintain a
Market Fund                             high degree of liquidity while providing
                                        current income.


     SERVICE PROVIDERS:

     Banc One Investment Advisors Corporation  (the "Advisor"), will serve as
the combined Funds' investment advisor.  The One Group Services Company (the
"Administrator"), a wholly owned subsidiary of The BISYS Group, Inc. (BISYS)
will serve as the administrator and distributor to the Funds.

     ORGANIZATIONAL EXPENSES:

     Organizational costs cannot be carried over when being merged with another
fund.  Therefore, in the Statements of Assets and Liabilities, the
organizational costs were reclassified against capital for the Transferor Funds
rather than being carried forward.

     TRANSFEROR FUNDS:

     The Transferor Funds (except for the Treasury Securities Money Market Fund,
the Tax-Exempt Money Market Fund and the Institutional Money Market Fund) issue
two classes of shares: Class A Shares and Class B Shares.  The Treasury
Securities Money Market Fund issues three classes of shares: Retail Class, Trust
Class and Cash Sweep Class.  The Tax-Exempt Money Market Fund issues two classes
of shares: Retail Class and Cash Sweep Class. The Institutional Money Market
Fund issues one class of shares.  As of December 31, 1997, there were no
shareholders in the Cash Sweep Class of the Tax-Exempt Money Market Fund.  Each
class of shares has identical rights and privileges except with respect to fees
paid under shareholder servicing or distribution plans, expenses allocable
exclusively to each class of shares, voting rights on matters affecting a single
class of shares, and the exchange privilege of each class of shares.  Class A
shares are subject to an initial sales charge.  Class B shares are subject to a
contingent deferred sales charge (CDSC).

     Under the terms of the investment advisory agreement, the Advisor is
entitled to receive fees computed at the annual rate of 0.74% of the average
daily net assets for the Value Equity Fund, the Balanced Fund and the Growth
Equity fund, 0.55% for the Government Securities Fund, 0.45% for

                                     (CONTINUED)

<PAGE>

                         THE ONE GROUP FAMILY OF MUTUAL FUNDS

                 NOTES TO PRO FORMA FINANCIAL STATEMENTS, (Continued)
                                     (Unaudited)

                                     -----------

the Tax-Exempt Money Market Fund, 0.35% for the Louisiana Tax-Free Income Fund,
0.30% for the Treasury Securities Money Market Fund and 0.15% for the
Institutional Money Market Fund.  Such fees are accrued daily and paid monthly.
For the year ended December 31, 1997, total investment advisory fees incurred by
the Funds were as follows:

<TABLE>
<CAPTION>

                                   Total Fees          Waiver
                                   ----------          ------
<S>                                <C>                 <C>
Treasury Securities Money Market     3,729              ---
Tax-Exempt Money Market                408              ---
Government Securities                  836              59
Louisiana Tax-Free Income              120              ---
Value Equity                           983              ---
Growth Equity                          224              ---
Balanced                               956              40
Institutional Money Market              99              66

</TABLE>

     Under the terms of the administration agreement, the Administrator is
entitled to receive fees at an annual rate of 0.10% of the average daily net
assets for the Institutional Money Market Fund and 0.15% for the remaining
funds.  Such fees are accrued daily and paid monthly.  For the year ended
December 31, 1997, the Administrator's fees earned from the Funds were as
follows:

<TABLE>
<CAPTION>
                                  Total Fees          Waiver
                                  ----------          ------

<S>                                <C>                 <C>
Treasury Securities Money Market     1,865              114
Tax-Exempt Money Market                136               14
Government Securities                  228               40
Louisiana Tax-Free Income               50                9
Value Equity                           190               14
Growth Equity                           45                8
Balanced                               194               34
Institutional Money Market              66               --

</TABLE>


     SURVIVING FUNDS:

                                      (CONTINUED)

<PAGE>

                         THE ONE GROUP FAMILY OF MUTUAL FUNDS

                 NOTES TO PRO FORMA FINANCIAL STATEMENTS, (Continued)
                                     (Unaudited)

                                     -----------

     The surviving funds (except for the U.S. Treasury Securities Money Market
Fund, the Municipal Money Market Fund and the Treasury Only Money Market Fund)
are authorized to issue four classes of shares: Fiduciary, Class A, Class B and
Class C.  The U.S. Treasury Securities Money Market Fund is authorized to issue
five classes of shares: Fiduciary, Class A, Class B, Class C and Service Class.
Municipal Money Market Fund is authorized to issue three classes of shares:
Fiduciary, Class A and Class C.  The Treasury Only Money Market Fund is
authorized to issue Fiduciary shares.  As of December 31, 1997, there were no
shareholders in Class C of the Funds except for the Growth Opportunities Fund or
in the Service Class.  Each class of shares has identical rights and privileges
except with respect to fees paid under shareholder servicing or distribution
plans, expenses allocable exclusively to each class of shares, voting rights on
matters affecting a single class of shares, and the exchange privilege of each
class of shares.  Class A shares are subject to an initial sales charge upon
purchase.  Class B shares and Class C shares are subject to a contingent
deferred sales change (CDSC).

     Under the terms of the investment advisory agreement, the Advisor is
entitled to receive fees computed at the annual rate of 0.35% of the average
daily net assets of the U.S. Treasury Securities Money Market Fund and the
Municipal Money Market Fund, 0.45% of the Government Bond Fund, 0.60% of the
Louisiana Municipal Bond Fund, 0.74% of the Disciplined Value Fund and the
Growth Opportunities Fund, 0.65% of the Asset Allocation Fund and 0.08% of the
Institutional Money Market Fund. Such fees are accrued daily and paid monthly.
For the year ended December 31, 1997, total investment advisory fees incurred by
the funds were as follows:

<TABLE>
<CAPTION>

                                       Total Fees          Waiver
                                       ----------          ------
<S>                                     <C>                 <C>
U.S. Treasury Securities Money Market     10,067            2,841
Municipal Money Market                     1,950              557
Government Bond                            3,481              227
Louisiana Municipal Bond                     995              381
Disciplined Value                          4,422              ---
Growth Opportunities                       5,248              ---
Asset Allocation                           1,107              170
Treasury Only Money Market                   445              ---

</TABLE>

                                      (CONTINUED)

<PAGE>

                         THE ONE GROUP FAMILY OF MUTUAL FUNDS

                 NOTES TO PRO FORMA FINANCIAL STATEMENTS, (Continued)
                                     (Unaudited)

                                     -----------

     Under the terms of the administration agreement, the Administrator's fees
for all funds except the Treasury Only Money Market Fund, are computed at the
annual rate of 0.20% on the first $1.5 billion of the One Group net assets
(excluding the Investor Growth Fund, the Investor Growth & Income Fund, the
Investor Conservative fund, and the Investor Balanced Fund (the "Investor Funds)
and 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 the
One Group net assets (excluding the Investor Funds and the Institutional Money
Market funds); and 0.16% of the One Group net assets (excluding the Investor
Funds and the Institutional Money Market Funds) over $2 billion.  The
Administrator's fees for the Treasury Only Money Market Fund are computed at the
annual rate of 0.05% of the average daily net assets.  The Advisor also serves
as Sub-Administrator of each Fund of the One Group, pursuant to an agreement
between the Administrator and the Advisor.  Pursuant to this agreement, the
Advisor performs many of the Administrator's duties, for which the Advisor
receives a fee paid by the Administrator.  For the year ended December 31, 1997,
the Administrator's fee were as follows:

<TABLE>
<CAPTION>

                                       Total Fees          Waiver
                                       ----------          ------
<S>                                     <C>                 <C>
U.S. Treasury Securities Money Market     4,735              337
Municipal Money Market                      916               41
Government Bond                           1,274              345
Louisiana Municipal Bond                    273              ---
Disciplined Value                           984              ---
Growth Opportunities                      1,167              ---
Asset Allocation                            280              154
Treasury Only Money Market                  277              ---

</TABLE>

     PRO FORMA ADJUSTMENTS AND PRO FORMA COMBINED COLUMNS:

     The pro forma adjustments and pro forma combined columns of the statements
of operations reflect the adjustments necessary to show expenses at the rates
which would have been in effect if the Transferor Funds were included in the
Surviving Funds for the year ended December 31, 1997.  Investment advisory and
shareholder service and 12b-1 fees in the pro forma combined column are
calculated at the rates in effect for the Surviving Funds based upon the
combined net assets of the Transferor Funds and the Surviving Funds.

                                      (CONTINUED)

<PAGE>

                         THE ONE GROUP FAMILY OF MUTUAL FUNDS

                 NOTES TO PRO FORMA FINANCIAL STATEMENTS, (Continued)
                                     (Unaudited)

                                     -----------

     For the year ended December 31, 1997, approximately $5,807 (in thousands)
of the investment advisory fees on a pro forma combined basis for the Surviving
Funds were waived.

     The pro forma schedules of portfolio investments give effect to the
proposed transfer of such assets as if the reorganization had occurred at
December 31, 1997.

2. PORTFOLIO VALUATION, SECURITIES TRANSACTIONS AND RELATED INCOME:

     Securities of the Money Market Funds 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.

     Pricing policies of the Survivor Funds and the Transferor Funds are the
same except as indicated.  Listed securities of the Variable Net Asset Value
Funds are valued at the latest available sales price on the principal exchange
where such securities are traded.  Unlisted securities of the Survivor Funds or
listed securities for which latest sales prices are not available are valued at
the mean of the latest bid and asked price in the principal market where such
securities are normally traded.  Unlisted securities of the Transferor Funds or
listed securities for which latest sales prices are not available are valued at
the last quoted bid. For the Survivor funds, 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.  Similarly for the Transferor funds, these securities are
valued at the most recent quoted bid price. 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 the
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 of the Survivor Funds for which there are no
such quotations or valuations are carried at fair value as determined by the
Fair Value committee which is comprised of members of Banc One Investment
Advisors Corporation (the "Advisor") and The One Group Services Company ("the
Administrator") under the direction of the Board of Trustees.  Investments of
the Transferor Funds for which quotations are not readily available are valued
at fair value using methods determined in good faith as approved by the Board of
Trustees.

                                      (CONTINUED)

<PAGE>

                         THE ONE GROUP FAMILY OF MUTUAL FUNDS

                 NOTES TO PRO FORMA FINANCIAL STATEMENTS, (Continued)
                                     (Unaudited)

                                     -----------

     Security transactions are accounted for on a trade date basis.  Net
realized gains or losses from 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-divided date.  Interest Income,
including any discount or premium, is accrued as earned using the effective
interest method.

3.  CAPITAL SHARES:

     The pro forma net asset values per share assume the issuance of shares of
the Surviving Funds, which would have occurred at December 31, 1997 in
connection with the proposed reorganization.  The pro forma number of shares
outstanding consists of the following:

<TABLE>
<CAPTION>

                                     Shares        Additional         Proforma
                                outstanding at       Shares          Shares at
                                  December 31,    Assumed in the    December 31,
                                       1997       Reorganization       1997
                                      (000)            (000)           (000)
<S>                                <C>            <C>               <C>
U.S. Treasury Securities Money
Market Fund                        3,521,481        1,420,474        4,941,955
Municipal Money Market Fund          596,488          126,377          722,865
Government Bond Fund                  85,563           14,828          100,391
Louisiana Municipal Bond Fund         15,144            4,105           19,249
Disciplined Value Fund                40,165            8,837           49,002
Growth Opportunities Fund             44,341            1,986           46,327
Asset Allocation                      16,133           10,879           27,012
Treasury Only Money Market Fund      768,703           54,714          823,417


</TABLE>

                                      (CONTINUED)
<PAGE>

PART C. OTHER INFORMATION

ITEM 15.  INDEMNIFICATION 

The information required by this item is incorporated by reference to the
Item 27 of Post-Effective Amendment No. 35 (filed August 29, 1995) to
Registrant's Registration Statement on Form N-1A (File No. 2-95973) under the
Securities Act of 1933 and the Investment Company Act of 1940 (File
No. 811-4236).

ITEM 16.  EXHIBITS 

     (1)  Amended and Restated Declaration of Trust is incorporated by reference
          to Exhibit (1) to Post Effective Amendment No. 39 (filed August 16,
          1996) to Registrant's Registration Statement on Form N-1A.

     (2)  Code of Regulations as amended and restated July 26, 1990 is
          incorporated by reference to Exhibit (2) to Post-Effective Amendment
          No. 39 (filed August 16, 1996) to Registrant's Registration Statement
          on Form N-1A.

     (3)  Not applicable.

     (4)  Form of Agreement and Plan of Reorganization is filed herewith.

  (5)(a)  Article V, Article VIII and Article IX, Sections 4 and 5 of the
          Amended and Restated Declaration of Trust are incorporated by
          reference to Exhibit (1) to Post-Effective Amendment No. 39 (filed
          August 16, 1996) to Registrant's Registration Statement on Form N-1A.
  
  (5)(b)  Article I of the Code of Regulations as amended and restated July 26,
          1990 is incorporated by reference to Exhibit (2) to Post-Effective
          Amendment No. 39 (filed August 16, 1996) to Registrant's Registration
          Statement on Form N-1A.
  
  (6)(a)  Investment Advisory Agreement dated January 11, 1993 between
          Registrant and Banc One Investment Advisors Corporation is
          incorporated by reference to Exhibit 5(a) to Post-Effective Amendment
          No. 27 (filed March 17, 1993) to Registrant's Registration Statement
          on Form N-1A.
  
  (6)(b)  Revised Schedule A to the Investment Advisory Agreement between
          Registrant and Banc One Investment Advisors Corporation is filed
          herewith.
  
  (6)(c)  Sub-Investment Advisory Agreement dated October 1, 1996 between Banc
          One Investment Advisors Corporation and Independence International
          Associates, Inc. is incorporated by reference to Exhibit (5) (c) to
          Post-Effective Amendment No. 42 (filed June 18, 1997) to Registrant's
          Registration Statement on Form N-1A.
  
  (6)(d)  Form of Sub-Investment Advisory Agreement between Banc One Investment
          Advisors Corporation and Banc One High Yield Partners, Inc. is filed
          herewith.
  
  (7)(a)  Distribution Agreement dated November 1, 1995 between the Registrant
          and The One Group Services Company is incorporated by reference to
          Exhibit (6) (a) to Post-Effective Amendment No. 36 (filed November 24,
          1995) to Registrant's Registration Statement on Form N-1A.
  
  (7)(b)  Revised Schedules A-D to the Distribution Agreement between The One
          Group Services Company and the Registrant are incorporated by
          reference, to Exhibit (6)(b) to Post-Effective Amendment 40 (filed
          August 24, 1996) to Registrant's Registration Statement on Form N-1A.


                                         -1-
<PAGE>


  (7)(c)  Re-executed Distribution Agreement dated December 13, 1995 between
          Registrant and The One Group Services Company is incorporated by
          reference to Exhibit (7)(c) to Registrant's Registration Statement on
          Form N-14 (filed January 19, 1996).
  
  (7)(d)  Revised Schedule E to the Distribution Agreement between the
          Registrant and The One Group Services Company is incorporated by
          reference to Exhibit (6)(d) to Post-Effective Amendment 43 to
          Registrant's Registration Statement on Form N-1A (filed August 29,
          1997).
  
  (7)(e)  Dealer's Agreement for The One Group dated November 11, 1995 between
          The One Group Services Company and Banc One Securities Corporation is
          incorporated by reference to Exhibit (7)(d) to Registrant's
          Registration Statement on Form N-14 (filed January 19, 1996).
  
  (7)(f)  Form of Shareholder Servicing Agreement between The One Group and
          Participating Service Organizations is filed herewith.

     (8)  Not applicable.

  (9)(a)  Custodian Contract between Registrant and State Street Bank and Trust
          Company is incorporated by reference to Exhibit (8) to Post-Effective
          Amendment No. 12 (filed September 9, 1988) to Registrant's
          Registration Statement on Form N-1A.
  
  (9)(b)  Sub-Custodian Agreement between State Street Bank and Trust Company
          and Bank One Trust Company, NA is incorporated by reference to Exhibit
          (8)(b) to Post-Effective Amendment No. 37 (filed June 13, 1996) to the
          Registrant's Registration Statement on Form N-1A.

 (10)(a)  Re-Executed Distribution and Shareholder Services Plan - Class A and
          Service Class shares dated November 1, 1995 between the Registrant and
          The One Group Services Company is incorporated by reference to
          Exhibit (15) (a) to Post-Effective Amendment No. 43 (filed August 29,
          1997) to Registrant's Registration Statement on Form N-1A.
 
 (10)(b)  Distribution and Shareholder Services Plan - Class B and Class C
          shares dated January 1, 1994, as amended August 20, 1997, between the
          Registrant and The One Group Services Company is incorporated by
          reference to Exhibit (15)(b) Post-Effective Amendment No. 43 (filed
          August 29, 1997) to Registrant's Registration Statement on Form N-1A.
 
 (10)(c)  Agency Services and Delegation Agreement dated January 1, 1996 between
          the Registrant and BISYS Qualified Plan Services is incorporated by
          reference to Exhibit (9)(g) to Post-Effective Amendment No. 37 (filed
          June 13, 1996) to the Registrant's Registration Statement on Form
          N-1A.
 
 (10)(d)  Form of Agency Services and Delegation Agreement dated August 20, 1997
          between the Registrant and Bank One Trust Company, NA is incorporated
          by reference to Exhibit (9)(i) to Post-Effective Amendment No. 43
          (filed August 29, 1997) to Registrant's Registration Statement on Form
          N-1A.
 
 (10)(e)  Form of Order Processing Agreement dated August 20, 1997 between the
          Registrant and Bank One Trust Company, NA is incorporated by reference
          to Exhibit (9)(j) to Post-Effective Amendment No. 43 (filed August 29,
          1997) to the Registrant's Registration Statement on Form N-1A.
 
 (10)(f)  Shareholder Servicing Agreement is incorporated by reference to
          Exhibit (9)(h) to Post-Effective Amendment No. 37 (filed June 13,
          1996) to the Registrant's Registration Statement on Form N-1A.
 
 (10)(g)  Form of Services Agreement between the Registrant and Charles Schwab &
          Company, incorporated by reference to Exhibit 9)(l) to Post-Effective
          Amendment No. 43 (filed August 29, 1997) to Registrant's Registration
          Statement on Form N-1A.

                                         -2-
<PAGE>


 (10)(h)  Form of Operating Agreement between the Registrant and Charles Schwab
          & Company, incorporated by reference to Exhibit (9)(l) to Post-
          Effective Amendment No 43 (filed August 29, 1997) to Registrant's
          Registration Statement on Form N-1A.
 
 (10)(i)  Form of Retirement Services Order Processing Agreement between the
          Registrant and Charles Schwab & Company, is incorporated by reference
          to Exhibit (9)(n) to Post-Effective Amendment No. 43 (filed August 29,
          1997) to Registrant's Registration Statement on Form N-1A.
 
 (10)(j)  Agency Services and Delegation Agreement between INVESCO Trust Company
          and Registrant dated January 1, 1998 is filed herewith.
 
 (10)(k)  Multiple Class Plan for The One Group adopted by the Board of Trustees
          on May 22, 1995, as amended May 21, 1997 is filed herewith.

    (11)  Opinion of Ropes & Gray, including consent, is filed herewith.

    (12)  Opinion of Ropes & Gray, including consent, as to Tax Matters is filed
          herewith.

 (13)(a)  Management and Administration Agreement dated December 1, 1995 between
          the Registrant and The One Group Services Company is incorporated by
          reference to Exhibit (13)(a) to Registrant's Registration Statement on
          Form N-14 (filed January 19, 1996).
 
 (13)(b)  Re-executed Management and Administration Agreement dated November 20,
          1997 is filed herewith.
 
 (13)(c)  Revised Schedule A to Management and Administration Agreement dated
          December 1, 1995 between Registrant and The One Group Services Company
          is incorporated by reference to Post-Effective Amendment No. 43 (filed
          August 29, 1997) to Registrant's Registration Statement on Form N-1A.
 
 (13)(d)  Transfer Agency and Service Agreement between the Registrant and State
          Street Bank and Trust Company is incorporated by reference to
          Exhibit (9)(b) to Post-Effective Amendment No. 12 (filed September 9,
          1988) to Registrant's Registration Statement on Form N-1A.
 
 (13)(e)  Fund Accounting Agreement dated December 1, 1995 between the
          Registrant and The One Group Services Company is incorporated by
          reference to Post-Effective Amendment No. 43 (filed August 29, 1997)
          to Registrant's Registration Statement on Form N-1A.
 
 (13)(f)  Revised Schedule A to the Fund Accounting Agreement between the
          Registrant and The One Group Services Company is incorporated by
          reference to Exhibit (9)(e) to Post-Effective Amendment No. 40 (filed
          August 29, 1996) to the Registrant's Registration Statement on Form
          N-1A.
 
 (13)(h)  Revised Schedule A to the Sub-Administration Agreement between The One
          Group Services Company and Banc One Investment Advisors is
          incorporated by reference to Exhibit (9)(g) to the Post-Effective
          Amendment No. 40 (filed August 29, 1996) to the Registrant's
          Registration Statement on Form N-1A.
 
 (14)(a)  Consent of Coopers & Lybrand L.L.P., is filed herewith.
 
 (14)(b)  Consent of Ropes & Gray is filed herewith.
 
 (14)(c)  Consent of Price Waterhouse LLP is filed herewith.
 
 (14)(d)  Consent of KPMG Peat Marwick, LLP is filed herewith.
 
 (14)(e)  Consent of Arthur Andersen LLP is filed herewith.

                                         -3-
<PAGE>


    (15)  Not applicable.
         
    (16)  Executed Powers of Attorney are filed herewith.

 (17)(a)  Declaration pursuant to Rule 24f-2 under the Investment Company Act of
          1940 for the Registrant dated August 29, 1997 is filed herewith.
 
 (17)(b)  Prospectuses for The One Group Treasury Only Money Market Fund, The
          One Group U.S. Treasury Securities Money Market Fund, The One Group
          Municipal Money Market Fund, The One Group Government Bond Fund, The
          One Group Income Bond Fund, The One Group Louisiana Municipal Bond
          Fund, The One Group Asset Allocation Fund, The One Group Disciplined
          Value  Fund,  The One Group Growth Opportunities Fund, The One Group
          Small Capitalization Fund, and The One Group International Equity
          Index Fund dated November 1, 1997, and prospectuses for Marquis
          Institutional Money Market Fund, Marquis Treasury Securities Money
          Market Fund, Marquis Tax-Exempt Money Market Fund, Marquis Government
          Securities Fund, Marquis Strategic Income Fund, Marquis Louisiana Tax-
          Free Income Fund, Maquis Balanced Fund, Marquis Value Equity Fund,
          Marquis Growth Equity Fund, Marquis Small Cap Fund, and Marquis
          International Equity Fund dated February 1, 1998 are filed herewith.
 
 (17)(c)  Statement of Additional Information of the One Group, dated
          November 1, 1997, and Statement of Additional Information for Marquis
          Funds dated February 1, 1998, are filed herewith.
 
 (17)(d)  The One Group Semi-Annual Report for the period ended December 31,
          1998 is filed herewith.
 
 (17)(e)  Marquis Funds Semi-Annual Report for the period ended March 31, 1998
          is filed herewith.

 (17)(f)  Marquis Funds Annual Report for the period ended September 30, 1997 is
          filed herewith.

     
ITEM 17.  UNDERTAKINGS

     (1)  The registrant agrees that prior to any public reoffering of the
securities registered through the use of a prospectus which is a part of this
registration statement by any person or party who is deemed to be an underwriter
within the meaning of Rule 145(c) of the Securities Act, the reoffering
prospectus will contain the information called for by the applicable
registration form for reoffering by persons who may be deemed underwriters, in
addition to the information called for by the other items of the applicable
form. 

     (2)  The registrant agrees that every prospectus that is filed under
paragraph (1) above will be filed as a part of an amendment to the registration
statement and will not be used until the amendment is effective, and that, in
determining any liability under the 1933 Act, each post-effective amendment
shall be deemed to be a new registration statement for the securities offered
therein, and the offering of the securities at that time shall be deemed to be
the initial bona fide offering of them. 

                                      SIGNATURES

     As required by the Securities Act of 1933, this Registration Statement has
been signed on behalf of the Registrant in the City of Washington, District of
Columbia, on the 29th day of May, 1998. 

                              The One Group
                              Registrant

                              /s/ MARK S. REDMAN

                              * Mark S. Redman
                              PRESIDENT

                                         -4-
<PAGE>


As required by the Securities Act of 1933, this registration statement has been
signed by the following persons in the capacities and on the dates indicated. 

SIGNATURE                          TITLE                    DATE

Mark S. Redman                     President                May 29, 1998
*/s/ MARK S. REDMAN

William Tomko                      Treasurer                May 29, 1998
*/s/ WILLIAM TOMKO

Peter C. Marshall                  Trustee                  May 29, 1998
*/s/ PETER C. MARSHALL

Charles I. Post                    Trustee                  May 29, 1998
*/s/ CHARLES I. POST

John S. Randall                    Trustee                  May 29, 1998
*/s/ JOHN S. RANDALL

Frederick W. Ruebeck               Trustee                  May 29, 1998
*/s/ FREDERICK W. RUEBECK

Robert A. Oden, Jr.                Trustee                  May 29, 1998
*/s/ ROBERT ODEN

*BY:  /s/ ALAN G. PRIEST                                    May 29, 1998
      Alan G. Priest          
      ATTORNEY-IN-FACT        
          
                                         -5-
<PAGE>


                                    EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.                                                                        PAGE
<S>       <C>
     (4)  Agreement and Plan of Reorganization    
  (6)(b)  Revised Schedule A to the Investment Advisory Agreement between
          Registrant and Banc One Investment Advisors Corporation.    
  (6)(d)  Form of Sub-Investment Advisory Agreement between Banc One Investment
          Advisors Corporation and Banc One High Yield Partners, Inc.
  (7)(e)  Form of Shareholder Servicing  Agreement between The One Group and
          Participating Service Organizations.    
  (10)(j) Agency Services and Delegation Agreement between INVESCO Trust Company
          and Registrant dated January 1, 1998.
  (10)(k) Multiple Class Plan adopted by the Board of Trustees on May 22, 1995,
          as amended May 21, 1998.
     (11) Opinion and Consent of Counsel.
     (12) Opinion of Ropes & Gray, including consent, as to Tax Matters.   
  (13)(b) Re-Executed Management and Administration Agreement dated November 20,
          1997 between Registrant and The One Group Services Company. 
  (14)(a) Consent of Coopers & Lybrand. 
  (14)(b) Consent of Ropes & Gray. 


<PAGE>


  (14)(c) Consent of Price Waterhouse, LLP.  
  (14)(d) Consent of KPMG Peat Marwick, LLP.
  (14)(e) Consent of Arthur Anderson LLP.    
     (16) Executed Powers of Attorney   
  (17)(a) Declaration pursuant to Rule 24f-2 under the Investment Company Act of
          1940 for the Registrant dated August 29, 1997.    
  (17)(b) Prospectuses for The One Group Treasury Only Money Market Fund, The
          One Group U.S. Treasury Securities Money Market Fund, The One Group
          Municipal Money Market Fund, The One Group Government Bond Fund, The
          One Group Income Bond Fund, The One Group Louisiana Municipal Bond
          Fund, The One Group Asset Allocation Fund, The One Group Disciplined
          Value  Fund,  The One Group Growth Opportunities Fund, The One Group
          Small Capitalization Fund, and The One Group International Equity
          Index Fund dated November 1, 1997, and prospectuses for Marquis
          Institutional Money Market Fund, Marquis Treasury Securities Money
          Market Fund, Marquis Tax-Exempt Money Market Fund, Marquis Government
          Securities Fund, Marquis Strategic Income Fund, Marquis Louisiana Tax-
          Free Income Fund, Maquis Balanced Fund, Marquis Value Equity Fund,
          Marquis Growth Equity Fund, Marquis Small Cap Fund, and Marquis
          International Equity Fund dated February 1, 1998.
  (17)(c) Statement of Additional Information of the One Group, dated
          November 1, 1997, and Statement of Additional Information for Marquis
          Funds dated February 1, 1998.
  (17)(d) The One Group Semi-Annual Report for the period ended December 31,
          1998.
  (17)(e) Marquis Funds Semi-Annual Report for the period ended March 31, 1998.
  (17)(f) Marquis Funds Annual Report for the period ended September 30, 1997.
</TABLE>


<PAGE>

                                     EXHIBIT (4)

                         AGREEMENT AND PLAN OF REORGANIZATION

<PAGE>

                         AGREEMENT AND PLAN OF REORGANIZATION


     This Agreement and Plan of Reorganization (the "Agreement") is made as of
May __, 1998 by and between The One Group-Registered Trademark-, a Massachusetts
business trust, ("One Group") and Marquis Funds, a Massachusetts business trust
("Marquis").  The capitalized terms used herein shall have the meaning ascribed
to them in this Agreement.

I.   PLAN OF REORGANIZATION

     (a)  Marquis will sell, assign, convey, transfer and deliver to One Group,
and One Group will acquire, on the Exchange Date all of the properties and
assets existing at the Valuation Time in Marquis' Institutional Money Market
Fund ("Marquis Institutional"), Marquis' Treasury Securities Money Market Fund
("Marquis Treasury Securities"), Marquis' Tax-Exempt Money Market Fund ("Marquis
Tax-Exempt"), Marquis' Government Securities Fund ("Marquis Government"),
Marquis' Strategic Income Bond Fund ("Marquis Strategic Income"), Marquis'
Louisiana Tax-Free Income Fund  ("Marquis Louisiana"), Marquis' Balanced Fund
("Marquis Balanced"), Marquis' Value Equity Fund ("Marquis Value"), Marquis'
Growth Equity Fund ("Marquis Growth"), Marquis' Small Cap Equity Fund ("Marquis
Small Cap"), and Marquis' International Equity Fund ("Marquis International"),
(Marquis Institutional, Marquis Treasury Securities, Marquis Tax-Exempt, Marquis
Government, Marquis Strategic Income, Marquis Louisiana, Marquis Balanced,
Marquis Value, Marquis Growth, Marquis Small Cap and Marquis International, each
is a "Marquis Fund" and are collectively the "Marquis Funds"), such acquisition
to be made by The One Group Treasury Only Money Market Fund ("One Group Treasury
Only"), The One Group U.S. Treasury Securities Money Market Fund ("One Group
Treasury Securities"), The One Group Municipal Money Market Fund ("One Group
Municipal"), One Group Government Bond Fund ("One Group

<PAGE>

Government"), The One Group Income Bond Fund ("One Group Income"), The One Group
Louisiana Municipal Bond Fund ("One Group Louisiana"), The One Group Asset
Allocation Fund ("One Group Asset Allocation"), The One Group Disciplined Value
Fund ("One Group Value"), The One Group Growth Opportunities Fund ("One Group
Growth"), The One Group Small Capitalization Fund ("One Group Small
Capitalization"), and The One Group International Equity Index Fund ("One Group
International Index")  (One Group Treasury Only, One Group Treasury Securities,
One Group Municipal, One Group Government, One Group Income, One Group
Louisiana, One Group Asset Allocation, One Group Value, One Group Growth, One
Group Small Capitalization and One Group International Index, each is a "One
Group Fund" and are collectively the "One Group Funds"), respectively, of One
Group.  For purposes of this Agreement the respective Marquis Funds correspond
to the One Group Funds as follows: Marquis Institutional corresponds to One
Group Treasury Only; Marquis Treasury Securities corresponds to One Group
Treasury Securities; Marquis Tax-Exempt corresponds to One Group Municipal;
Marquis Government corresponds to One Group Government; Marquis Strategic Income
corresponds to One Group Income; Marquis Louisiana corresponds to One Group
Louisiana; Marquis Balanced corresponds to One Group Asset Allocation; Marquis
Value corresponds to One Group Value; Marquis Growth corresponds to One Group
Growth; Marquis Small Cap corresponds to One Group Small Capitalization; and
Marquis International corresponds to One Group International Index.  In
consideration therefor, each One Group Fund shall, on the Exchange Date, assume
all of the liabilities of the corresponding Marquis Fund in exchange for a
number of full and fractional One Group Class A, Fiduciary Class or Class B
shares of the corresponding One Group Fund (collectively, "Shares") having an
aggregate net asset value equal to the value of all of the assets of


                                     - 2 -
<PAGE>

each Marquis Fund transferred to the corresponding One Group Fund on such date
less the value of all of the liabilities of each Marquis Fund assumed by the
corresponding One Group Fund on that date.  It is intended that each
reorganization described in this Agreement shall be a tax-free reorganization
under the Internal Revenue Code of 1986, as amended (the "Code").

     (b)  Upon consummation of the transactions described in paragraph (a) of
this Agreement, each Marquis Fund shall distribute in complete liquidation to
its respective shareholders of record as of the Exchange Date the Shares
received by it, each shareholder being entitled to receive that number of Shares
equal to the proportion which the number of shares of beneficial interest of the
applicable class of the Marquis Fund held by such shareholder bears to the
number of such shares of such class of the Marquis Fund outstanding on such
date.  If the Marquis shareholder of record is a financial organization
authorized to act in a fiduciary, advisory, custodial or similar capacity, that
shareholder will receive One Group Fiduciary Class Shares.  All other Marquis
Class A, Retail Class and Cash Sweep Class shareholders will receive One Group
Class A Shares.  Shareholders of record holding Marquis Class B Shares will
receive One Group Class B shares. 

II.  AGREEMENT

     One Group and Marquis represent, warrant and agree as follows:

     1.   REPRESENTATIONS AND WARRANTIES OF MARQUIS.  Marquis and each Marquis
Fund jointly and severally represent and warrant to and agree with One Group and
each One Group Fund that:

     (a)  Marquis is a business trust duly established and validly existing 
under the laws of the Commonwealth of Massachusetts and has power to own all 
of its properties and assets and to carry out its obligations under this 
Agreement. Marquis and each Marquis Fund is not required to qualify as a 
foreign association in any jurisdiction.  Marquis and each Marquis Fund has 
all necessary


                                      - 3 -
<PAGE>

federal, state and local authorizations to carry on its business as now being
conducted and to fulfill the terms of this Agreement, except as set forth in
Section 1(l).

     (b)  Marquis is registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), as an open-end management investment company, and such
registration has not been revoked or rescinded and is in full force and effect. 
Each Marquis Fund has elected to qualify and has qualified as a regulated
investment company under Part 1 of Subchapter M of the Code, as of and since its
first taxable year, and qualifies and intends to continue to qualify as a
regulated investment company for its taxable year ending upon its liquidation. 
Each Marquis Fund has been a regulated investment company under such sections of
the Code at all times since its inception.

     (c)  The statements of assets and liabilities, statements of operations,
statements of changes in net assets and schedules of portfolio investments
(indicating their market values) for each Marquis Fund at and for the year ended
September 30, 1997, such statements and schedules having been audited by Arthur
Anderson, LLP, independent accountants to Marquis,  have been furnished to One
Group.  Unaudited statements of net assets, statement of operations, statement
of changes in net assets, and schedules of portfolio investments for the period
ended March 31, 1998 also have been provided to One Group.

     (d)  The prospectuses of each Marquis Fund dated February 1, 1998
(collectively, the "Marquis Prospectuses") and the Statement of Additional
Information for the Marquis Funds dated February 1, 1998 and on file with the
Securities and Exchange Commission (the "Commission"), which have been
previously furnished to One Group, did not as of their dates and do not as of
the date hereof contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading.


                                     - 4 -
<PAGE>

     (e)  There are no material legal, administrative or other proceedings
pending or, to the knowledge of Marquis or any Marquis Fund, threatened against
Marquis or any Marquis Fund which assert liability on the part of Marquis or any
Marquis Fund.

     (f)  There are no material contracts outstanding to which Marquis or any
Marquis Fund is a party, other than as disclosed in the Marquis Prospectuses and
the corresponding Statement of Additional Information, or in the Registration
Statement and the Proxy Statement as defined herein.

     (g)  Neither Marquis nor any Marquis Fund has any known liabilities of a
material nature, contingent or otherwise, other than those shown as belonging to
it on its statement of assets and liabilities as of March 31, 1998, and those
incurred in the ordinary course of Marquis's business as an investment company
since that date.  Prior to the Exchange Date, Marquis will advise One Group of
all known material liabilities, contingent or otherwise, incurred by it and each
Marquis Fund subsequent to March 31, 1998, whether or not incurred in the
ordinary course of business.

     (h)  As used in this Agreement, the term "Investments" shall mean each
Marquis Fund's investments shown on the schedule of its portfolio investments as
of September 30, 1997 and March 31, 1998, referred to in Section 1(c) hereof, as
supplemented with such changes as Marquis or each Marquis Fund shall make after
March 31, 1998, which changes have been disclosed to One Group, and changes made
on and after the date of this Agreement after advising One Group of such
proposed changes, and changes resulting from stock dividends, stock split-ups,
mergers and similar corporate actions.

     (i)  Each Marquis Fund has filed or will file all federal and state tax
returns which, to the knowledge of Marquis's officers, are required to be filed
by each Marquis Fund and has paid or will pay all federal and state taxes shown
to be due on said returns or on any assessments received by


                                     - 5 -
<PAGE>

each Marquis Fund.  All tax liabilities of each Marquis Fund have been
adequately provided for on its books, and no tax deficiency or liability of any
Marquis Fund has been asserted, and no question with respect thereto has been
raised, by the Internal Revenue Service or by any state or local tax authority
for taxes in excess of those already paid.

     (j)  As of both the Valuation Time and the Exchange Date and except for
shareholder approval as described in Section 8(a) and otherwise as described in
Section 1(1), Marquis on behalf of each Marquis Fund will have full right, power
and authority to sell, assign, transfer and deliver the Investments and any
other assets and liabilities of each Marquis Fund to be transferred to the
corresponding One Group Fund pursuant to this Agreement.  At the Exchange Date,
subject only to the delivery of the Investments and any such other assets and
liabilities as contemplated by this Agreement, One Group will, on behalf of each
One Group Fund, acquire the Investments and any such other assets subject to no
encumbrances, liens or security interests in favor of any third party creditor
of Marquis or a Marquis Fund and, except as described in Section 1(k), without
any restrictions upon the transfer thereof.

     (k)  No registration under the Securities Act of 1933, as amended (the
"1933 Act"), of any of the Investments would be required if they were, as of the
time of such transfer, the subject of a public distribution by either of Marquis
or One Group, except as previously disclosed to One Group by Marquis in writing.

     (l)  No consent, approval, authorization or order of any court or
governmental authority is required for the consummation by Marquis or any
Marquis Fund of the transactions contemplated by this Agreement, except such as
may be required under the 1933 Act, the Securities Exchange Act of 1934, as
amended (the "1934 Act"), the 1940 Act, state securities or blue sky laws (which
term


                                     - 6 -
<PAGE>

as used herein shall include the laws of the District of Columbia and of Puerto
Rico) or the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "H-S-R
Act").

     (m)  The registration statement (the "Registration Statement") filed with
the  Commission  by One Group on Form N-14 relating to the Shares issuable
hereunder, and the proxy statement of Marquis included therein (the "Proxy
Statement"), on the effective date of the Registration Statement and insofar as
they relate to Marquis and the Marquis Funds, (i) will comply in all material
respects with the provisions of the 1933 Act, the 1934 Act and the 1940 Act and
the rules and regulations thereunder and (ii) will not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading; and
at the time of the shareholders' meeting referred to in Section 8(a) below and
on the Exchange Date, the prospectus contained in the Registration Statement of
which the Proxy Statement is a part (the "Prospectus"), as amended or
supplemented by any amendments or supplements filed with the Commission by One
Group, insofar as it relates to Marquis and the Marquis Funds, will not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading; provided, however, that the representations and warranties in this
subsection shall apply only to statements of fact relating to Marquis and any
Marquis Fund contained in the Registration Statement, the Prospectus or the
Proxy Statement, or omissions to state in any thereof a material fact relating
to Marquis or any Marquis Fund, as such Registration Statement, Prospectus and
Proxy Statement shall be furnished to Marquis in definitive form as soon as
practicable following effectiveness of the Registration  Statement and before
any public distribution of the Prospectus or Proxy Statement.


                                     - 7 -
<PAGE>

     (n)  All of the issued and outstanding shares of beneficial interest of
each Marquis Fund have been offered for sale and sold in conformity with all
applicable federal and state securities laws.

     (o)  Each of the Marquis Funds is qualified, and will at all times through
the Exchange Date qualify for taxation as a "regulated investment company" under
Sections 851 and 852 of the Code.

     (p)  At the Exchange Date, each of the Marquis Funds, as One Group may
reasonably direct via written instructions, will have sold such of its assets,
if any, as necessary to assure that, after giving effect to the acquisition of
the assets pursuant to this Agreement, each of the One Group Funds (other than
One Group Louisiana) will remain a "diversified company" within the meaning of
Section 5(b) (l) of the 1940 Act and in compliance with such other mandatory
investment restrictions as are set forth in the One Group Prospectuses
previously furnished to Marquis.

     2.   REPRESENTATIONS AND WARRANTIES OF ONE GROUP.  One Group and each One
Group Fund jointly and severally represent and warrant to and agree with Marquis
and each Marquis Fund that:

     (a)  One Group is a business trust duly established and validly existing
under the laws of The Commonwealth of Massachusetts and has power to carry on
its business as it is now being conducted and to carry out this Agreement.  One
Group and each One Group Fund is not required to qualify as a foreign
association in any jurisdiction.  One Group and each One Group Fund has all
necessary federal, state and local authorizations to own all of its properties
and assets and to carry on its business as now being conducted and to fulfill
the terms of this Agreement, except as set forth in Section 2(i).

     (b)  One Group is registered under the 1940 Act as an open-end management
investment company, and such registration has not been revoked or rescinded and
is in full force and effect.


                                     - 8 -
<PAGE>

Each One Group Fund has elected to qualify and has qualified as a regulated
investment company under Part 1 of Subchapter M of the Code, as of and since its
first taxable year, and qualifies and intends to continue to qualify as a
regulated investment company for its taxable year ending June 30, 1998.  Each
One Group Fund has been a regulated investment company under such sections of
the Code at all times since its inception. 

     (c)  The statements of assets and liabilities, statements of operations,
statements of changes in net assets and schedules of portfolio investments
(indicating their market values) for each One Group Fund for the year ended 
June 30, 1997, such statements and schedules having been audited by Coopers &
Lybrand L.L.P., independent accountants to One Group, have been furnished 
to Marquis. Unaudited statements of assets and liabilities, statements of 
operations, statements of changes in net assets and schedules of portfolio 
investments (indicating their market values) for each One Group Fund as of 
December 31, 1997 have also been furnished to Marquis.   Such statements of 
assets and liabilities and schedules fairly present the financial position of 
the One Group Funds as of their respective dates, and said statements of 
operations and changes in net assets fairly reflect the results of its 
operations and changes in financial position for the periods covered thereby 
in conformity with generally accepted accounting principles.

     (d)  The prospectuses of each One Group Fund dated November 1, 1997,
(collectively, the "One Group Prospectuses"), and the Statement of Additional
Information for the One Group Funds, dated November 1, 1997, and on file with
the Commission, which have been previously furnished to Marquis, did not as of
their dates and do not as of the date hereof contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading.


                                     - 9 -
<PAGE>

     (e)  There are no material legal, administrative or other proceedings
pending or, to the knowledge of One Group or any One Group Fund, threatened
against One Group or any One Group Fund which assert liability on the part of
One Group or any One Group Fund.

     (f)  There are no material contracts outstanding to which One Group or any
One Group Fund is a party, other than as disclosed in the One Group Prospectuses
and the corresponding Statement of Additional Information or in the Registration
Statement and the Proxy Statement.

     (g)  Neither One Group nor any One Group Fund has any known liabilities of
a material nature, contingent or otherwise, other than those shown on its
statement of assets and liabilities as of December 31, 1997 referred to above
and those incurred in the ordinary course of the business of One Group as an
investment company or any One Group Fund since such date.  Prior to the Exchange
Date, One Group will advise Marquis of all known material liabilities,
contingent or otherwise, incurred by it and each One Group Fund subsequent to
December 31, 1997, whether or not incurred in the ordinary course of business.

     (h)  Each One Group Fund has filed or will file all federal and state tax
returns which, to the knowledge of One Group's officers, are required to be
filed by each One Group Fund and has paid or will pay all federal and state
taxes shown to be due on said returns or on any assessments received by each One
Group Fund.  All tax liabilities of each One Group Fund have been adequately
provided for on its books, and no tax deficiency or liability of any One Group
Fund has been asserted, and no question with respect thereto has been raised, by
the Internal Revenue Service or by any state or local tax authority for taxes in
excess of those already paid.

     (i)  No consent, approval, authorization or order of any governmental
authority is required for the consummation by One Group or any One Group Fund of
the transactions contemplated by


                                     - 10 -
<PAGE>

this Agreement, except such as may be required under the 1933 Act, the 1934 Act,
the 1940 Act, state securities or Blue Sky laws or the H-S-R Act.

     (j)  As of both the Valuation Time and the Exchange Date and otherwise as
described in Section 2 (i), One Group on behalf of each One Group Fund will have
full right, power and authority to purchase the Investments and any other assets
and assume the liabilities of each  Marquis Fund to be transferred to the
corresponding One Group Fund pursuant to this Agreement.

     (k)  The Registration Statement, the Prospectus and the Proxy Statement, on
the effective date of the Registration Statement and insofar as they relate to
One Group and the One Group Funds: (i) will comply in all material respects with
the provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and
regulations thereunder and (ii) will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and at the time of the
shareholders' meeting referred to in Section 8(a) and at the Exchange Date, the
Prospectus, as amended or supplemented by any amendments or supplements filed
with the Commission by One Group or any One Group Fund, will not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading;
provided, however, that none of the representations and warranties in this
subsection shall apply to statements in or omissions from the Registration
Statement, the Prospectus or the Proxy Statement made in reliance upon and in
conformity with information furnished by Marquis or any Marquis Fund for use in
the Registration Statement, the Prospectus or the Proxy Statement.

     (l)  Shares to be issued to each Marquis Fund have been duly authorized
and, when issued and delivered pursuant to this Agreement and the Prospectus,
will be legally and validly issued and


                                     - 11 -
<PAGE>

will be fully paid and nonassessable by One Group and no shareholder of One
Group will have any preemptive right of subscription or purchase in respect
thereof.

     (m)  The issuance of Shares pursuant to this Agreement will be in
compliance with all applicable federal and state securities laws.

     (n)  Each One Group Fund is qualified and will at all times through the
Exchange Date qualify for taxation as a "regulated investment company" under
Sections 851 and 852 of the Code.

     3.   REORGANIZATION.  (a) Subject to the requisite shareholder approval as
described in Section 8(a) and to the other terms and conditions contained herein
(including each Marquis Fund's obligation to distribute to its respective
shareholders all of its investment company taxable income and net capital gain
as described in Section 9(k) hereof ), Marquis and each Marquis Fund agree to
sell, assign, convey, transfer and deliver to the corresponding One Group Fund,
and One Group and each One Group Fund agree to acquire from the corresponding
Marquis Fund, on the Exchange Date all of the Investments and all of the cash
and other assets of each Marquis Fund in exchange for that number of Shares of
the corresponding One Group Fund provided for in Section 4 and the assumption by
the corresponding One Group Fund of all the liabilities of the Marquis Fund. 
Pursuant to this Agreement, each Marquis Fund will, as soon as practicable after
the Exchange Date, distribute in liquidation all of the Shares received by it to
its shareholders in exchange for their shares of beneficial interest of such
Marquis Fund.

     (b)  Marquis, on behalf of each Marquis Fund, will pay or cause to be paid
to the corresponding One Group Fund any interest and cash dividends received by
it on or after the Exchange Date with respect to the Investments transferred to
the One Group Funds hereunder.  Marquis, on behalf of each Marquis Fund, will
transfer to the corresponding One Group Fund any


                                     - 12 -
<PAGE>

rights, stock dividends or other securities received by Marquis or any Marquis
Fund after the Exchange Date as stock dividends or other distributions on or
with respect to the Investments transferred, which rights, stock dividends and
other securities shall be deemed included in the assets transferred to each One
Group Fund at the Exchange Date and shall not be separately valued, in which
case any such distribution that remains unpaid as of the Exchange Date shall be
included in the determination of the value of the assets of the Marquis Fund
acquired by the corresponding One Group Fund.

     4.   EXCHANGE DATE; VALUATION TIME.  On the Exchange Date, One Group will
deliver to Marquis a number of Shares having an aggregate net asset value equal
to the value of the assets of the corresponding Marquis Fund acquired by each
One Group Fund, less the value of the liabilities of such Marquis Fund assumed,
determined as hereafter provided in this Section 4.

     (a)  Subject to Section 4(d) hereof, the value of each Marquis Fund's net
assets will be computed as of the Valuation Time using the valuation procedures
for the corresponding One Group Fund as set forth in the One Group Prospectus
for the particular One Group Fund.

     (b)  Subject to Section 4(d) hereof, the net asset value of a share of each
One Group Fund will be determined to the nearest full cent as of the Valuation
Time, using the valuation procedures set forth in the One Group Prospectus for
the particular One Group Fund.

     (c)  Subject to Section 4(d), the Valuation Time shall be 4:00 p.m. Eastern
Standard time on August 7, 1998 or such earlier or later day as may be mutually
agreed upon in writing by the parties hereto (the "Valuation Time").

     (d)  No formula will be used to adjust the net asset value of any Marquis
Fund or One Group Fund to take into account differences in realized and
unrealized gains and losses.


                                     - 13 -
<PAGE>

     (e)  Each One Group Fund shall issue its Shares to the corresponding
Marquis Fund on one share deposit receipt registered in the name of the
corresponding Marquis Fund.  Each Marquis Fund shall distribute in liquidation
the Shares received by it hereunder pro rata to its shareholders of each class
of shares by redelivering such share deposit receipt to One Group's transfer
agent which will as soon as practicable set up open accounts for each Marquis
Fund shareholder in accordance with written instructions furnished by Marquis.

     (f)  Each One Group Fund shall assume all liabilities of the corresponding
Marquis Fund, whether accrued or contingent, in connection with the acquisition
of assets and subsequent dissolution of the corresponding Marquis Fund or
otherwise, except that recourse for assumed liabilities relating to a particular
Marquis Fund will be limited to the corresponding One Group Fund.

     5.   EXPENSES, FEES, ETC.  (a) Subject to subsections 5(b) through 5 
(e), all fees and expenses, including accounting expenses, portfolio transfer 
taxes (if any) or other similar expenses incurred in connection with the 
consummation by One Group and Marquis of the transactions contemplated by 
this Agreement will be paid by the party directly incurring such fees and 
expenses, except that the costs of proxy materials and proxy solicitation, 
including legal expenses, will be borne by Banc One Investment Advisors 
Corporation; PROVIDED,  HOWEVER, that such expenses will in any event be paid 
by the party directly incurring such expenses if and to the extent that the 
payment by the other party of such expenses would result in the 
disqualification of any One Group Fund or any Marquis Fund, as the case may 
be, as a "regulated investment company" within the meaning of Section 851 of 
the Code.

     (b)  In the event the transactions contemplated by this Agreement are not
consummated by reason of Marquis being either unwilling or unable to go forward
(other than by reason of the nonfulfillment or failure of any condition to
Marquis's obligations referred to in Section 8(a) or


                                     - 14 -
<PAGE>

Section 10) Marquis shall pay directly all reasonable fees and expenses incurred
by One Group in connection with such transactions, including, without
limitation, legal, accounting and filing fees.

     (c)  In the event the transactions contemplated by this Agreement are not
consummated by reason of One Group being either unwilling or unable to go
forward (other than by reason of the nonfulfillment or failure of any condition
to One Group's obligations referred to in Section 8(a) or Section 9), One Group
shall pay directly all reasonable fees and expenses incurred by Marquis in
connection with such transactions, including without limitation legal,
accounting and filing fees.

     (d)  In the event the transactions contemplated by this Agreement are not
consummated for any reason other than (i) One Group or Marquis being either
unwilling or unable to go forward or (ii) the nonfulfillment or failure of any
condition to Marquis or One Group's obligations referred to in Section 8(a),
Section 9 or Section 10 of this Agreement, then each of Marquis and One Group
shall bear the expenses it has actually incurred in connection with such
transactions.

     (e)  Notwithstanding any other provisions of this Agreement, if for any
reason the transactions contemplated by this Agreement are not consummated, no
party shall be liable to the other party for any damages resulting therefrom,
including without limitation consequential damages, except as specifically set
forth above.

     6.   PERMITTED ASSETS.  One Group agrees to advise Marquis promptly if at
any time prior to the Exchange Date the assets of any Marquis Fund include any
assets that the corresponding One Group Fund is not permitted, or reasonably
believes to be unsuitable for it, to acquire, including without limitation any
security that, prior to its acquisition by any Marquis Fund, One Group has
informed Marquis is unsuitable for the corresponding One Group Fund to acquire.


                                     - 15 -
<PAGE>

     7.   EXCHANGE DATE.  Delivery of the assets of the Marquis Funds to be
transferred, assumption of the liabilities of the Marquis Funds to be assumed,
and the delivery of Shares to be issued shall be made at the offices of Banc One
Investment Advisors Corporation  at 9:00 am. on August 10, 1998, or at such
other time and date agreed to by Marquis and One Group, the date and time upon
which such delivery is to take place being referred to herein as the "Exchange
Date."

     8.   SPECIAL MEETING OF SHAREHOLDERS; DISSOLUTION.  (a) Marquis agrees to
call a special meeting of the shareholders of each Marquis Fund as soon as is
practicable after the effective date of the Registration Statement for the
purpose of considering the sale of all of the assets of each Marquis Fund to and
the assumption of all of the liabilities of each Marquis Fund by the
corresponding One Group Fund as herein provided, adopting this Agreement, and
authorizing the liquidation and dissolution of any Marquis Fund, and, except as
set forth in Section 13, it shall be a condition to the obligations of each of
the parties hereto that the holders of the shares of beneficial interest of each
Marquis Fund, and each class of shares of each Marquis Fund if such is required
under the 1940 Act, shall have approved this Agreement and the transactions
contemplated herein in the manner required by law and Marquis's Declaration of
Trust at such a meeting on or before the Valuation Time.

     (b)  Marquis and each Marquis Fund agree that the liquidation and
dissolution of each Marquis Fund will be effected in the manner provided in
Marquis's Declaration of Trust in accordance with applicable law, and that it
will not make any distributions of any Shares to the shareholders of a Marquis
Fund without first paying or adequately providing for the payment of all of such
Marquis Fund's known debts, obligations and liabilities.


                                     - 16 -
<PAGE>

     (c)  Each of One Group and Marquis will cooperate with the other, and each
will furnish to the other the information relating to itself required by the
1933 Act, the 1934 Act and the 1940 Act and the rules and regulations thereunder
to be set forth in the Registration Statement, including the Prospectus and the
Proxy Statement.

     9.   CONDITIONS TO ONE GROUP'S OBLIGATIONS.  The obligations of One Group
and each One Group Fund hereunder shall be subject to the following conditions:

     (a)  That this Agreement shall have been adopted and the transactions
contemplated hereby, including the liquidation and dissolution of the Marquis
Funds, shall have been approved as set forth in Section 8(a).

     (b)  Marquis shall have furnished to One Group a statement of each Marquis
Fund's assets and liabilities, with values determined as provided in Section 4
of this Agreement, together with a list of Investments with their respective tax
costs, all as of the Valuation Time, certified on Marquis's behalf by its
President (or any Vice President) and Treasurer, and a certificate of both such
officers, dated the Exchange Date, to the effect that as of the Valuation Time
and as of the Exchange Date there has been no material adverse change in the
financial position of any Marquis Fund since March 31, 1998, other than changes
in the Investments since that date or changes in the market value of the
Investments, or changes due to net redemptions of shares of the Marquis Funds,
dividends paid or losses from operations.

     (c)  As of the Valuation Time and as of the Exchange Date, all
representations and warranties of Marquis and each Marquis Fund made in this
Agreement are true and correct in all material respects as if made at and as of
such dates, Marquis and each Marquis Fund has complied with this Agreement and
satisfied all the conditions on its part to be performed or satisfied at or
prior to each


                                     - 17 -
<PAGE>

of such dates, and Marquis shall have furnished to One Group a statement, dated
the Exchange Date, signed by Marquis's President (or any Vice President) and
Treasurer certifying those facts as of such dates.

     (d)  Marquis shall have delivered to One Group a letter from SEI 
Investments Company dated the Exchange Date stating that such firm prepared 
the federal and state income tax returns of each Marquis Fund for the year 
ended September 30, 1997.

     (e)  There shall not be any material litigation pending with respect to the
matters contemplated by this Agreement.

     (f)  One Group shall have received an opinion of Morgan, Lewis & Bockius
LLP, in form reasonably satisfactory to One Group and dated the Exchange Date,
to the effect that (i) Marquis is a business trust duly established and validly
existing under the laws of the Commonwealth of Massachusetts, and neither
Marquis nor any Marquis Fund is, to the knowledge of such counsel, required to
qualify to do business as a foreign association in any jurisdiction, (ii) this
Agreement has been duly authorized, executed, and delivered by Marquis and,
assuming that the Registration Statement, the Prospectus and the Proxy Statement
comply with the 1933 Act, the 1934 Act and the 1940 Act and assuming due
authorization, execution and delivery of this Agreement by One Group, is a valid
and binding obligation of Marquis subject to applicable bankruptcy, insolvency,
fraudulent conveyance and similar laws or court decisions regarding enforcement
of creditor's rights generally, (iii) Marquis and each Marquis Fund has power to
sell, assign, convey, transfer and deliver the Investments and other assets
contemplated hereby and, upon consummation of the transactions contemplated
hereby in accordance with the terms of this Agreement, Marquis and each Marquis
Fund will have duly sold, assigned, conveyed, transferred and delivered such
Investments and other


                                     - 18 -
<PAGE>

assets to One Group, (iv) the execution and delivery of this Agreement did not,
and the consummation of the transactions contemplated hereby will not, violate
Marquis's Declaration of Trust, or Bylaws, as amended, or any provision of any
agreement known to such counsel to which Marquis or any Marquis Fund is a party
or by which it is bound, it being understood that with respect to investment
restrictions as contained in Marquis's Declaration of Trust, or Bylaws, or
then-current prospectus or statement of additional information of each Marquis
Fund, such counsel may rely upon a certificate of an officer of Marquis whose
responsibility it is to advise Marquis with respect to such matters and (v) to
the best of counsel's knowledge after reasonable inquiry, no consent, approval,
authorization or order of any court or governmental authority is required for
the consummation by Marquis or any Marquis Fund of the transactions contemplated
herein, except (a) such as have been obtained under the 1933 Act, the 1934 Act
and the 1940 Act and such as may be required under state securities or blue sky
laws and the H-S-R Act, and it being understood that such opinion shall not be
deemed to apply to One Group's compliance obligations under the 1933 Act, 1934
Act, 1940 Act, state securities or blue sky laws and H-S-R Act, and (b) where
the failure to obtain any such consent, approval, authorization or order would
not have a material adverse effect.  For purposes of analysis regarding the
1940 Act, Morgan, Lewis & Bockius LLP may assume as fact that the Marquis Funds
and the One Group Funds may be considered affiliated persons or affiliated
persons of an affiliated person solely by reason of having a common investment
adviser.

     (g)  One Group shall have received an opinion of Ropes & Gray, counsel to
One Group addressed to The One Group and each One Group Fund, in form reasonably
satisfactory to One Group and dated the Exchange Date, to the effect that for
Federal income tax purposes (i) no gain or loss will be recognized by any
Marquis Fund upon the transfer of the assets to the corresponding


                                     - 19 -
<PAGE>

One Group Fund in exchange for Shares and the assumption by such One Group Fund
of the liabilities of the Marquis Fund or upon the distribution of Shares by the
Marquis Fund to its shareholders in liquidation; (ii) no gain or loss will be
recognized by the shareholders of any Marquis Fund upon the exchange of their
shares for Shares; (iii) the basis of the Shares a Marquis shareholder receives
in connection with the transaction will be the same as the basis of his or her
Marquis Fund shares exchanged therefor; (iv) a Marquis shareholder's holding
period for his or her Shares will be determined by including the period for
which he or she held the Marquis Fund shares exchanged therefor, provided that
he or she held such Marquis Fund shares as capital assets; (v) no gain or loss
will be recognized by any One Group Fund upon the receipt of the assets of the
corresponding Marquis Fund in exchange for Shares and the assumption by the One
Group Fund of the liabilities of the corresponding Marquis Fund; (vi) the basis
in the hands of the One Group Fund of the assets of the corresponding Marquis
Fund transferred to the One Group Fund in the transaction will be the same as
the basis of the assets in the hands of the corresponding Marquis Fund
immediately prior to the transfer; and (vii) the holding periods of the assets
of the corresponding Marquis Fund in the hands of the One Group Fund will
include the periods for which such assets were held by the corresponding Marquis
Fund.

     (h)  The assets of each Marquis Fund to be acquired by the corresponding
One Group Fund will include no assets which the corresponding One Group Fund, by
reason of limitations contained in its Declaration of Trust or of investment
restrictions disclosed in the One Group Prospectuses in effect on the Exchange
Date, may not properly acquire. 

     (i)  The Registration Statement shall have become effective under the 1933
Act and applicable blue sky provisions, and no stop order suspending such
effectiveness shall have been


                                     - 20 -
<PAGE>

instituted or, to the knowledge of One Group contemplated by the Commission and
or any state regulatory authority.

     (j)  All proceedings taken by Marquis in connection with the transactions
contemplated by this Agreement and all documents incidental thereto reasonably
shall be satisfactory in form and substance to One Group and Ropes & Gray.

     (k)  Prior to the Exchange Date, each Marquis Fund shall have declared a
dividend or dividends which, together with all previous such dividends, shall
have the effect of distributing to its shareholders all of its investment
company taxable income for its taxable year ended September 30, 1997 and the
short taxable year beginning on October 1, 1997 and ending on the Exchange Date
(computed without regard to any deduction for dividends paid), and all of its
net capital gain realized in its taxable year ended September 30, 1997 and the
short taxable year beginning on October 1, 1997 and ending on the Exchange Date
(after reduction for any capital loss carryover).

     (l)  Marquis shall have furnished to One Group a certificate, signed by the
President (or any Vice President) and the Treasurer of Marquis, as to the tax
cost to One Group of the securities delivered to One Group pursuant to this
Agreement, together with any such other evidence as to such tax cost as One
Group may reasonably request.

     (m)  Marquis's custodian shall have delivered to One Group a certificate
identifying all of the assets of each Marquis Fund held by such custodian as of
the Valuation Time.

     (n)  Marquis's transfer agent shall have provided to One Group (i) the
originals or true copies of all of the records of each Marquis Fund in the
possession of such transfer agent as of the Exchange Date, (ii) a certificate
setting forth the number of shares of each class of Marquis Fund outstanding as
of the Valuation Time and (iii) the name and address of each holder of record of
any


                                     - 21 -
<PAGE>

such shares of each Marquis Fund and the number of shares of each class held of
record by each such shareholder.

     (o)  All of the issued and outstanding shares of beneficial interest of
each Marquis Fund shall have been offered for sale and sold in conformity with
all applicable federal or state securities or blue sky laws and, to the extent
that any audit of the records of Marquis or any Marquis Fund or its transfer
agent by One Group or its agents shall have revealed otherwise, either (i)
Marquis and each Marquis Fund shall have taken all actions that in the
reasonable opinion of One Group or Ropes & Gray are necessary to remedy any
prior failure on the part of Marquis to have offered for sale and sold such
shares in conformity with such laws or (ii) Marquis shall have furnished (or
caused to be furnished) surety, or deposited (or caused to be deposited) assets
in escrow, for the benefit of One Group in amounts sufficient and upon terms
satisfactory, in the opinion of One Group or its counsel, to indemnify One Group
against any expense, loss, claim, damage or liability whatsoever that may be
asserted or threatened by reason of such failure on the part of Marquis to have
offered and sold such shares in conformity with such laws.

     (p)  Marquis shall have duly executed and delivered to One Group bills of
sale, assignments, certificates and other instruments of transfer ("Transfer
Documents") as One Group may deem necessary or desirable to transfer all of
Marquis's and each Marquis Fund's entire right, title and interest in and to the
Investments and all other assets of each Marquis Fund.

     10.  CONDITIONS TO MARQUIS'S OBLIGATIONS.  The obligations of Marquis and
each Marquis Fund hereunder shall be subject to the following conditions:


                                     - 22 -
<PAGE>

     (a)  This Agreement shall have been adopted and the transactions
contemplated hereby, including the liquidation and dissolution of the Marquis
Funds, shall have been approved as described in Section 8(a). 

     (b)  One Group shall have furnished to Marquis a Statement of each One
Group Fund's net assets, together with a list of portfolio holdings with values
determined as provided in Section 4, all as of the Valuation Time, certified on
One Group's behalf by its President (or any Vice President) and Treasurer (or
any Assistant Treasurer), and a certificate of both such officers, dated the
Exchange Date, to the effect that as of the Valuation Time and as of the
Exchange Date there has been no material adverse change in the financial
position of any One Group Fund since December 31, 1997, other than changes in
its portfolio securities since that date, changes in the market value of its
portfolio securities, changes due to net redemptions, dividends paid or losses
from operations.

     (c)  One Group shall have executed and delivered to Marquis an Assumption
of Liabilities Certificate and other instruments as Marquis may deem necessary
and desirable dated as of the Exchange Date pursuant to which each One Group
Fund will assume all of the liabilities of the corresponding Marquis Fund
existing at the Valuation Time in connection with the transactions contemplated
by this Agreement.

     (d)  As of the Valuation Time and as of the Exchange Date, all
representations and warranties of One Group and each One Group Fund made in this
Agreement are true and correct in all material respects as if made at and as of
such dates, One Group and each One Group Fund has complied with all of the
agreements and satisfied all of the conditions on its part to be performed or
satisfied at or prior to each of such dates, and One Group shall have furnished
to Marquis a statement, dated the


                                     - 23 -
<PAGE>

Exchange Date, signed by One Group's President (or any Vice President) and
Treasurer certifying those facts as of such dates.

     (e)  There shall not be any material litigation pending with respect to the
matters contemplated by this Agreement.

     (f)  Marquis shall have received an opinion of Ropes & Gray, in form
reasonably satisfactory to Marquis and dated the Exchange Date, to the effect
that (i) One Group is a business trust and validly existing in conformity with
the laws of The Commonwealth of Massachusetts, and, (to the knowledge of such
counsel), neither One Group nor any One Group Fund is required to qualify to do
business as a foreign association in any jurisdiction, (ii) the Shares to be
delivered to Marquis as provided for by this Agreement are duly authorized and
upon such delivery will be validly issued and will be fully paid and
nonassessable by One Group and no shareholder of One Group has any preemptive
right to subscription or purchase in respect thereof, (iii) this Agreement has
been duly authorized, executed and delivered by One Group and, assuming that the
Prospectus, the Registration Statement and the Proxy Statement comply with the
1933 Act, the 1934 Act and the 1940 Act and assuming due authorization,
execution and delivery of this Agreement by Marquis, is a valid and binding
obligation of One Group, subject to applicable bankruptcy, insolvency,
fraudulent conveyance and similar laws or court decisions regarding the
enforcement of credit rights generally, (iv) One Group and each One Group Fund
has the power to acquire and assume all of the liabilities of Marquis and the
Marquis Funds and, upon consummation of the transactions contemplated hereby in
accordance with the terms of this Agreement, One Group and each respective One
Group Fund shall have duly acquired and assumed such liabilities, and (v) the
execution and delivery of this Agreement did not, and the consummation of the
transactions contemplated hereby will not, violate


                                     - 24 -
<PAGE>

One Group's Declaration of Trust, as amended, or Code of Regulations, or any
provision of any agreement known to such counsel to which One Group or any One
Group Fund is a party or by which it is bound, it being understood that with
respect to investment restrictions as contained in One Group's Declaration of
Trust, as amended, Code of Regulations or then-current prospectus or statement
of additional information of each One Group Fund, such counsel may rely upon a
certificate of an officer of One Group whose responsibility it is to advise One
Group with respect to such matters, (vi) no consent, approval, authorization or
order of any court or governmental authority is required for the consummation by
One Group or any One Group Fund of the transactions contemplated herein, except
such as have been obtained under the 1933 Act, the 1934 Act and the 1940 Act and
such as may be required under state securities or blue sky laws and the H-S-R
Act and it being understood that such opinion shall not be deemed to apply to
Marquis's compliance obligations under the 1933 Act, 1934 Act, 1940 Act, state
securities or blue sky laws and the H-S-R Act; and (vii) the Registration
Statement has become effective under the 1933 Act, and to the best of the
knowledge of such counsel, no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose have
been instituted or are pending or contemplated under the 1933 Act.

     (g)  Marquis shall have received an opinion of Ropes & Gray addressed to
Marquis, and each Marquis Fund, and in a form reasonably satisfactory to Marquis
and dated the Exchange Date, with respect to the matters specified in Section
9(g) of this Agreement.

     (h)  All proceedings taken by One Group in connection with the transactions
contemplated by this Agreement and all documents incidental thereto reasonably
shall be satisfactory in form and substance to Marquis and Morgan, Lewis &
Bockius LLP.


                                     - 25 -
<PAGE>

     (i)  The Registration Statement shall have become effective under the 1933
Act and applicable blue sky provisions, and no stop order suspending such
effectiveness shall have been instituted or, to the knowledge of Marquis,
contemplated by the Commission or any state regulatory authority.

     11.  INDEMNIFICATION.  (a) The Marquis Funds will indemnify and hold
harmless One Group, its trustees and its officers (for purposes of this
subsection, the "Indemnified Parties") against any and all expenses, losses,
claims, damages and liabilities at any time imposed upon or reasonably incurred
by any one or more of the Indemnified Parties in connection with, arising out
of, or resulting from any claim, action, suit or proceeding in which any one or
more of the Indemnified Parties may be involved or with which any one or more of
the Indemnified Parties may be threatened by reason of any untrue statement or
alleged untrue statement of a material fact relating to Marquis or any Marquis
Fund contained in the Registration Statement, the Prospectus or the Proxy
Statement or any amendment or supplement to any of the foregoing, or arising out
of or based upon the omission or alleged omission to state in any of the
foregoing a material fact relating to Marquis or any Marquis Fund required to be
stated therein or necessary to make the statements relating to Marquis or any
Marquis Fund therein not misleading, including, without limitation, any amounts
paid by any one or more of the Indemnified Parties in a reasonable compromise or
settlement of any such claim, action, suit or proceeding or threatened claim,
action, suit or proceeding made with the prior consent of Marquis.  The
Indemnified Parties will notify Marquis in writing within ten days after the
receipt by any one or more of the Indemnified Parties of any notice of legal
process or any suit brought against or claim made against any Indemnified Party
as to any matters covered by this Section 11(a).  Marquis shall be entitled to
participate at its own expense in the defense of any claim, action, suit


                                     - 26 -
<PAGE>

or proceeding covered by this Section 11(a), or, if it so elects, to assume at
its expense by counsel satisfactory to the Indemnified Parties the defense of
any such claim, action, suit or proceeding, and if Marquis elects to assume such
defense, the Indemnified Parties shall be entitled to participate in the defense
of any such claim, action, suit or proceeding at their expense.  The Marquis
Funds' obligation under this Section 11(a) to indemnify and hold harmless the
Indemnified Parties shall constitute a guarantee of payment so that the Marquis
Funds will pay in the first instance any expenses, losses, claims, damages and
liabilities required to be paid by it under this Section 11(a) without the
necessity of the Indemnified Parties first paying the same.

     (b)  The One Group Funds will indemnify and hold harmless Marquis, its
trustees and its officers (for purposes of this subsection, the "Indemnified
Parties") against any and all expenses, losses, claims, damages and liabilities
at any time imposed upon or reasonably incurred by any one or more of the
Indemnified Parties in connection with, arising out of, or resulting from any
claim, action, suit or proceeding in which any one or more of the Indemnified
Parties may be involved or with which any one or more of the Indemnified Parties
may be threatened by reason of any untrue statement or alleged untrue statement
of a material fact relating to One Group or any One Group Fund contained in the
Registration Statement, the Prospectus or the Proxy Statement, or any amendment
or supplement to any of the foregoing, or arising out of or based upon the
omission or alleged omission to state in any of the foregoing a material fact
relating to One Group or any One Group Fund required to be stated therein or
necessary to make the statements relating to One Group or any One Group Fund
therein not misleading, including, without limitation, any amounts paid by any
one or more of the Indemnified Parties in a reasonable compromise or settlement
of any such claim, action, suit or proceeding, or threatened claim, action, suit
or proceeding made with the prior


                                     - 27 -
<PAGE>

consent of One Group.  The Indemnified Parties will notify One Group in writing
within ten days after the receipt by any one or more of the Indemnified Parties
of any notice of legal process or any suit brought against or claim made against
any Indemnified Party as to any matters covered by this Section 11(b).  One
Group shall be entitled to participate at its own expense in the defense of any
claim, action, suit or proceeding covered by this Section 11(b), or, if it so
elects, to assume at its expense by counsel satisfactory to the Indemnified
Parties the defense of any such claim, action, suit or proceeding, and, if One
Group elects to assume such defense, the Indemnified Parties shall be entitled
to participate in the defense of any such claim, action, suit or proceeding at
their own expense.  The One Group Funds' obligation under this Section 11(b) to
indemnify and hold harmless the Indemnified Parties shall constitute a guarantee
of payment so that the One Group Funds will pay in the first instance any
expenses, losses, claims, damages and liabilities required to be paid by it
under this Section 11(b) without the necessity of the Indemnified Parties first
paying the same.

     12.  NO BROKER, ETC.  Each of One Group and Marquis represents that there
is no person who has dealt with it who by reason of such dealings is entitled to
any broker's or finder's or other similar fee or commission arising out of the
transactions contemplated by this Agreement.

     13.  TERMINATION.  One Group and Marquis may, by mutual consent of their
respective trustees, terminate this Agreement, and One Group or Marquis, after
consultation with counsel and by consent of their respective trustees or an
officer authorized by such trustees, may waive any condition to their respective
obligations hereunder.  If the transactions contemplated by this Agreement have
not been substantially completed by October 30, 1998, this Agreement shall
automatically terminate on that date unless a later date is agreed to by One
Group and Marquis.


                                     - 28 -
<PAGE>

     Notwithstanding any other provision in this Agreement, in the event
shareholder approval of this Agreement and the transactions contemplated by this
Agreement is obtained with respect to only one or more Marquis Funds but not all
of the Marquis Funds, One Group and Marquis agree to consummate those
transactions with respect to those Marquis Funds whose shareholders have
approved this Agreement and those transactions.

     In the event that shareholder approval of this Agreement and the
transactions contemplated by this Agreement is required, but is obtained with
respect to only one class of shares of a Marquis Fund, the transaction with
respect to that Marquis Fund will not be consummated unless and until
shareholder approval is obtained with respect to both classes.

     14.  RULE 145.  Pursuant to Rule 145 under the 1933 Act, One Group will, in
connection with the issuance of any Shares to any person who at the time of the
transaction contemplated hereby is deemed to be an affiliate of a party to the
transaction pursuant to Rule 145 (c), cause to be affixed upon the certificates
issued to such person (if any) a legend as follows:

     "THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
     1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT
     TO THE ONE GROUP OR ITS PRINCIPAL UNDERWRITER UNLESS (i) A
     REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED, OR (ii) IN THE OPINION OF COUNSEL
     REASONABLY SATISFACTORY TO THE ONE GROUP SUCH REGISTRATION IS NOT
     REQUIRED."


                                     - 29 -
<PAGE>

and, further, One Group will issue stop transfer instructions to One Group's
transfer agent with respect to such shares. Marquis will provide One Group on
the Exchange Date with the name of any shareholder of the Marquis Funds who is
to the knowledge of Marquis an affiliate of Marquis on such date.

     15.  COVENANTS, ETC. DEEMED MATERIAL.  All covenants, agreements,
representations and warranties made under this Agreement and any certificates
delivered pursuant to this Agreement shall be deemed to have been material and
relied upon by each of the parties, notwithstanding any investigation made by
them or on their behalf.

     16.  SOLE AGREEMENT; AMENDMENTS.  This Agreement supersedes all previous
correspondence and oral communications between the parties regarding the subject
matter hereof, constitutes the only understanding with respect to such subject
matter, may not be changed except by a letter of agreement signed by each party
hereto, and shall be construed in accordance with and governed by the laws of
The Commonwealth of Massachusetts provided, however, that no such amendment may
have the effect of changing the provisions for determining the number or value
of shares to be paid to the Marquis Fund's shareholders under Sections I(b) and
II(4)(b) this Agreement to the material detriment of such shareholder's without
their further approval.

     17.  AGREEMENT AND DECLARATION OF TRUST.  The names "Marquis Funds" and
"Trustees of Marquis Funds" refer respectively to Marquis and the Trustees, as
trustees but not individually or personally, acting from time to time under a
Declaration of Trust, to which reference is hereby made and a copy of which is
on file at the office of the Secretary of The Commonwealth of Massachusetts and
elsewhere as required by law, and to any and all amendments thereto so filed or
hereafter filed.  The obligations of "Marquis Funds" entered into in the name or
on behalf thereof by any of the


                                     - 30 -
<PAGE>

Trustees, officers, employees or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, officers, employees,
agents or shareholders of Marquis personally, but bind only the assets of
Marquis, and all persons dealing with any of the series or funds of Marquis,
such as Marquis Funds, must look solely to the assets of Marquis belonging to
such series or funds for the enforcement of any claims against Marquis.

     The names "The One Group" and "Trustees of The One Group" refer
respectively to One Group and the Trustees, as trustees but not individually or
personally, acting from time to time under a Declaration of Trust dated May 23,
1985 to which reference is hereby made and a copy of which is on file at the
office of the Secretary of The Commonwealth of Massachusetts and elsewhere as
required by law, and to any and all amendments thereto so filed or hereafter
filed.  The obligations of "The One Group" entered into in the name or on behalf
thereof by any of the Trustees, representatives or agents are made not
individually, but in such capacities, and are not binding upon any of the
Trustees, Shareholders or representatives of One Group personally, but bind only
the assets of One Group, and all persons dealing with any series or fund of One
Group, such as the One Group Funds, must look solely to the assets of One Group
belonging to such series for the enforcement of any claims against One Group.


                                     - 31 -
<PAGE>

     This Agreement may be executed in any number of counter-parts, each of
which, when executed and delivered, shall be deemed to be an original.


                              MARQUIS FUNDS


                              By: /s/ Mark E. Nagle
                                  -------------------------------


                              THE ONE GROUP


                              By: /s/ Mark S. Redman
                                  -------------------------------


                                     - 32 -

<PAGE>

                                    EXHIBIT (6)(b)

               REVISED SCHEDULE A TO THE INVESTMENT ADVISORY AGREEMENT
                                       BETWEEN
                                     REGISTRANT 
                                         AND
                      BANC ONE INVESTMENT ADVISORS CORPORATION 


<PAGE>

                                 Amended and Restated
                                      Schedule A
                                        to the
                 Investment Advisory Agreement between The One Group
                     and Banc One Investment Advisors Corporation
                                  dated May 21, 1998


NAME OF FUND                                    COMPENSATION

The Treasury Money Market          Annual rate of eight one-hundredths of one
Fund                               percent (.08%) of The Treasury Money
                                   Market Fund's average daily net assets.

The Treasury Only Money            Annual rate of eight one-hundredths of one
Market Fund                        percent (.08%) of The Treasury Only Money
                                   Market Fund's average daily net assets.

The Government Money Market        Annual rate of eight one-hundredths of one
Fund                               percent (.08%) of The Government Money
                                   Market Fund's average daily net assets.

The Tax Exempt Money Market        Annual rate of eight one-hundredths of one
Fund                               percent (.08%) of The Tax Exempt Money
                                   Market Fund's average daily net assets.

The Institutional Prime Money      Annual rate of ten one-hundredths of one
Market Fund                        percent (.10%) of The Institutional Prime
                                   Money Market Fund's average daily net
                                   assets.

The U.S. Treasury Securities       Annual rate of thirty-five one-hundredths
Money Market Fund                  of one percent (.35%) of The U.S. Treasury
                                   Securities Money Market Fund's 
                                   average daily net assets.

The Prime Money Market             Annual rate of thirty-five one-hundredths
Fund                               of one percent (.35%) of The Prime Money
                                   Market Fund's average daily net assets.

The Municipal Money Market         Annual rate of thirty-five one-hundredths
Fund                               of one percent (.35%) of The Municipal
                                   Money Market Fund's average daily net
                                   assets.

<PAGE>

The Ohio Municipal Money           Annual rate of thirty one-hundredths of
Market Fund                        one percent (.30%) of The Ohio Municipal
                                   Money Market Fund's average daily net
                                   assets.

The Income Equity Fund             Annual rate of seventy-four one-hundredths
                                   of one percent (.74%) of The Income Equity
                                   Fund's average daily net assets.

The Disciplined Value              Annual rate of seventy-four one-hundredths
Fund                               of one percent (.74%) of The Disciplined
                                   Value Fund's average daily net assets.

The Growth Opportunities           Annual rate of seventy-four one-hundredths
Fund                               of one percent (.74%) of The Growth
                                   Opportunities Fund's average daily net
                                   assets.

The International Equity           Annual rate of fifty-five one-hundredths
Index Fund                         of one percent (.55%) of The International
                                   Equity Index Fund's average daily net
                                   assets.

The Equity Index Fund              Annual rate of thirty one-hundredths of
                                   one percent (.30%) of The Equity Index
                                   Fund's average daily net assets.

The Large Company Value            Annual rate of seventy-four one-hundredths
Fund                               of one percent (.74%) of The Large Company
                                   Value Fund's average daily net assets.

The Income Bond Fund               Annual rate of sixty one-hundredths of one
                                   percent (.60%) of The Income Bond Fund's
                                   average daily net assets.

The Limited Volatility Bond        Annual rate of sixty one-hundredths of one
Fund                               percent (.60%) of The Limited Volatility
                                   Bond Fund's average daily net assets.


                                          2

<PAGE>

The Intermediate Tax-Free          Annual rate of sixty one-hundredths of one
Bond Fund                          percent (.60%) of The Intermediate Tax-
                                   Free Bond Fund's average daily net assets.

The Ohio Municipal Bond            Annual rate of sixty one-hundredths of one
Fund                               percent (.60%) of The Ohio Municipal Bond
                                   Fund's average daily net assets.

The Government Bond Fund           Annual rate of forty-five one-hundredths
                                   of one percent (.45%) of The Government
                                   Bond Fund's average daily net assets.

The Ultra Short-Term Income        Annual rate of fifty-five one-hundredths
Fund                               of one percent (.55%) of The Ultra Short-Term
                                   Income Fund's average daily net assets.

The Asset Allocation               Annual rate of sixty-five one-hundredths
Fund                               of one percent (.65%) of The Asset Allocation
                                   Fund's average daily net assets.

The Municipal Income Fund          Annual rate of forty-five one-hundredths
                                   of one percent (.45%) of The Municipal Income
                                   Bond Fund's average daily net assets.

The Texas Tax-Free Bond            Annual rate of forty-five one-hundredths
Fund                               of one percent (.45%) of The Texas Tax-
                                   Free Bond Fund's average daily net assets.

The West Virginia Municipal        Annual rate of forty-five one-hundredths
Bond Fund                          of one percent (.45%) of The West Virginia
                                   Tax-Free Bond Fund's average daily
                                   net assets.

The Treasury & Agency              Annual rate of forty one-hundredths of one 
Fund                               percent (.40%) of the Treasury & Agency 
                                   Fund's average daily net assets.


                                          3

<PAGE>

The Kentucky Municipal Bond        Annual rate of forty-five one-hundredths
Fund                               of one percent (.45%) of The Kentucky
                                   Municipal Bond Fund's average daily net
                                   assets.

The Louisiana Municipal Bond       Annual rate of sixty one-hundredths
Fund                               of one percent (.60%) of The Louisiana 
                                   Municipal Bond Fund's average daily net
                                   assets.

The Value Growth                   Annual rate of seventy-four one-hundredths
Fund                               of one percent (.74%) of The Value Growth
                                   Fund's average daily net assets.

The Small Capitalization           Annual rate of seventy-four one-hundredths
Fund                               of one percent (.74%) of The Small 
                                   Capitalization Fund's average daily net
                                   assets.

The Large Company Growth           Annual rate of  seventy-four one-hundredths
Fund                               of one percent (.74%) of The Large Company
                                   Growth Fund's average daily net assets.

The Intermediate Bond              Annual rate of sixty one-hundredths
Fund                               of one percent (.60%) of The Intermediate
                                   Bond Fund's average daily net assets.

Arizona Municipal Bond             Annual rate of forty-five one-hundredths
Fund                               of one percent (.45%) of The Arizona Tax-Free
                                   Bond Fund's average daily net assets.

High Yield Bond Fund               Annual rate of seventy-five one-hundredths of
                                   one percent (.75%) of the High Yield Bond
                                   Fund's average daily net assets.

Investor Aggressive Growth         Annual rate of five one-hundredths of one
Fund                               percent (.05%) of The Investor Aggressive
                                   Growth Fund's average daily net assets.

Investor Conservative Growth       Annual rate of five one-hundredths of one
Fund                               percent (.05%) of The Investor Conservative
                                   Growth Fund's average daily net assets.

Investor Growth & Income           Annual rate of five one-hundredths of one
Fund                               percent (.05%) of The Investor Growth &
                                   Income Fund's average daily net assets.


                                          4

<PAGE>


Investor Growth Fund               Annual rate of five one-hundredths of one
                                   percent (.05%) of The Investor Growth Fund's
                                   average daily net assets.

Investor Balanced                  Annual rate of five one-hundredths of one
Fund                               percent (.05%) of the Investor Balanced
                                   Fund's average daily net assets.

Investor Fixed Income              Annual rate of five one-hundredths of one
Fund                               percent (.05%) of The Investor Fixed Income
                                   Fund's average daily net assets.



                              THE ONE GROUP
                              (formerly The Helmsman Fund)

                              By: Mark S. Redman
                              Dated: May 21, 1998



                              BANC ONE INVESTMENT ADVISORS  
                              CORPORATION

                              By: Mark Beeson
                              Dated: May 21, 1998





                                          5

<PAGE>
                                    EXHIBIT (6)(d)

                      FORM OF SUB-INVESTMENT ADVISORY AGREEMENT
                                       BETWEEN
                       BANC ONE INVESTMENT ADVISORS CORPORATION
                                         AND
                          BANC ONE HIGH YIELD PARTNERS, INC.



<PAGE>

                          SUB-INVESTMENT ADVISORY AGREEMENT


     AGREEMENT made as of May 21, 1998 by and between BANC ONE INVESTMENT
ADVISORS CORPORATION, an Ohio corporation with its principal office in Columbus,
Ohio (hereinafter called the "Investment Adviser") and BANC ONE HIGH YIELD
PARTNERS, LLC, an investment adviser with its principal office in Cincinnati,
Ohio (hereinafter called the "Sub-Adviser").

     WHEREAS, the Investment Adviser serves as the Investment Adviser to The One
Group High Yield Fund (the "Fund") of The One Group (the "Trust"), a
Massachusetts business trust and an open-end diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act");

     WHEREAS, the Investment Adviser desires to retain the Sub-Adviser to
provide investment sub-advisory services to the Trust with regard to the Fund
and the Sub-Adviser is willing and believes it possesses legal authority to make
available such services;

     NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:

     1.   RETENTION.  The Investment Adviser hereby retains the Sub-Adviser to
provide certain sub-investment advisory services herein set forth to it with
regard to the Fund for the period and on the terms set forth in this Agreement.
The Sub-Adviser accepts such retention and agrees to furnish the services herein
set forth for the compensation herein provided.

     2.   DELIVERY OF DOCUMENTS.  The Investment Adviser has furnished the
Sub-Adviser with copies properly certified or authenticated of each of the
following documents:

          (a)  the Trust's Declaration of Trust, as filed with the Secretary of
     State of the Commonwealth of Massachusetts on May 23, 1985, and all
     amendments thereto or restatements thereof (such Declaration, as presently
     in effect and as it shall from time to time be amended or restated, is
     herein called the "Declaration of Trust");

          (b)  the Trust's Code of Regulations and amendments thereto;

          (c)  resolutions of the Trust's Board of Trustees authorizing the
     appointment of the Sub-Adviser and approving this Agreement;

          (d)  the Trust's original Notification of Registration on Form N-8A
     under the 1940 Act as filed with the Securities and Exchange Commission on
     February 20, 1985 and all amendments thereto;

<PAGE>


          (e)  the Trust's current Registration Statement on Form N-lA under the
     Securities Act of 1933, as amended ("1933 Act"), and under the 1940 Act as
     filed with the Securities and Exchange Commission and all amendments
     thereto; and

          (f)  the Trust's most recent prospectus and Statement of Additional
     Information relating to the Fund (such prospectus and Statement of
     Additional Information, as presently in effect, and all amendments and
     supplements thereto are herein collectively called the "Prospectus").

     The Investment Adviser will promptly furnish the Sub-Adviser with copies of
all amendments of or supplements to the foregoing documents.


     3.   MANAGEMENT.  Subject always to the instructions and supervision of the
Investment Adviser and the Trust's Board of Trustees, the Sub-Adviser will
provide a continuous investment program for the Fund, including investment
research and management with respect to all securities and investments and cash
equivalents in the Fund.  The Sub-Adviser will determine from time to time what
securities and other investments will be purchased, retained or sold by the
Trust with respect to the Fund and will place all purchase and sale orders on
behalf of the Trust with respect to the Fund.  The Sub-Adviser will provide the
services under this Agreement in accordance with the Fund's investment
objective, policies and restrictions as stated in the Prospectus and resolutions
of the Trust's Board of Trustees.  The Sub-Adviser further agrees that it:

          (a)  will use the same skill and care in providing such services as it
     uses in providing services to fiduciary accounts for which it has
     investment responsibilities;

          (b)  will comply in all material respects with all applicable Rules
     and Regulations of the Securities and Exchange Commission and in addition
     will conduct its activities under this Agreement in accordance with any
     applicable regulations pertaining to the investment advisory activities of
     the Sub-Adviser;

          (c)  will not make loans to any person to purchase or carry units of
     beneficial interest ("Shares") in the Fund or make loans to the Trust;

          (d)  will place orders pursuant to its investment determinations for
     the Fund either directly with the issuer or with any broker or dealer.  In
     placing orders with brokers and dealers, the Sub-Adviser will attempt to
     obtain prompt execution of orders in an effective manner at the most
     favorable price.  Consistent with this obligation, when the execution and
     price offered by two or more brokers or dealers are comparable, the
     Sub-Adviser may, in its discretion, purchase and sell portfolio securities
     to and from brokers and dealers who provide the Sub-Adviser with research
     advice and other services.  In no instance will portfolio securities be
     purchased from

                                          2
<PAGE>

     or sold to The One Group Services Company, the Investment Adviser, the
     Sub-Adviser or any affiliated person of either the Trust, The One Group
     Services Company, the Investment Adviser, or the Sub-Adviser, except to the
     extent permitted by the 1940 Act;

          (e)  will treat confidentially and as proprietary information of the
     Trust all records and other information relative to the Fund and prior,
     present or potential shareholders, and will not use such records and
     information for any purpose other than in the performance of its
     responsibilities and duties hereunder, except after prior notification to
     and approval in writing by the Trust, which approval shall not be
     unreasonably withheld.  The foregoing shall not apply to any information
     that is publicly available when provided or thereafter becomes publicly
     available other than through a breach of this Agreement, or that is
     required or requested to be disclosed by the Securities and Exchange
     Commission or any other regulatory examiner of the Sub-Adviser, any auditor
     of the parties hereto, by judicial or administrative process or otherwise
     by applicable law or regulation.  Nothing herein shall restrict the
     Sub-Adviser's ability to publish information regarding the performance of
     accounts under its management; and

          (f)  will maintain its policy and practice of conducting its fiduciary
     functions independently.  In making investment recommendations for the
     Fund, the Sub-Adviser's personnel will not inquire or take into
     consideration whether the issuers of securities proposed for purchase or
     sale for the Fund's account are customers of the Investment Adviser, the
     Sub-Adviser or the parents or subsidiaries or affiliates of the Investment
     Adviser or Sub-Adviser.  In dealing with such customers, the Sub-Adviser
     and its parent, subsidiaries, and affiliates will not inquire or take into
     consideration whether securities of those customers are held by the Trust.

     4.   SERVICES NOT EXCLUSIVE.  The investment advisory services furnished by
the Sub-Adviser hereunder are not to be deemed exclusive.  Except to the extent
necessary to perform the Sub-Adviser's obligations under this Agreement, nothing
herein shall be deemed to limit or restrict the right of the Sub-Adviser, or any
subsidiary or affiliate of the Sub-Adviser, or any employee of the Sub-Adviser,
to engage in any other business, whether of a similar or dissimilar nature, or
to render services of any kind to any other person.

     5.   BOOKS AND RECORDS.  In compliance with the requirements of Rule 3la-3
under the 1940 Act, the Sub-Adviser hereby agrees that all records which it
maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's request.
The Sub-Adviser further agrees to preserve for the periods prescribed by Rule
3la-2 under the 1940 Act all records which it maintains for the Fund that are
required to be maintained by Rule 3la-1 under the 1940 Act.

                                          3
<PAGE>

     6.   EXPENSES.  During the term of this Agreement, the Sub-Adviser will pay
all expenses incurred by it in connection with its activities under this
Agreement other than the cost of securities (including brokerage commissions, if
any) purchased for the Trust.  The Trust and the Investment Adviser will be
responsible for all of their respective expenses and liabilities.

     7.   COMPENSATION.  For the services provided and the expenses assumed
pursuant to this Agreement, the Investment Adviser will pay the Sub-Adviser and
the Sub-Adviser will accept as full compensation therefor a fee computed daily
and paid monthly in arrears on the first business day of each month at an annual
rate of seventy one-hundredths of one percent (0.70%) of the Fund's average 
daily net assets.

     If the fee payable to the Sub-Adviser pursuant to this Section 7 begins to
accrue before the end of any month or if this Agreement terminates before the
end of any month, the fee for the period from such date to the end of such month
or from the beginning of such month to the date of termination, as the case may
be, shall be prorated according to the proportion which such period bears to the
full month in which such effectiveness or termination occurs.  For purposes of
calculating fees, the value of the Trust's net assets shall be computed in the
manner specified in the Prospectus and the Trust's Declaration of Trust for the
computation of the value of the Trust's net assets in connection with the
determination of the net asset value of the Trust's shares.  Payment of said
compensation shall be the sole responsibility of the Investment Adviser and
shall in no way be an obligation of the Fund or of the Trust.

     8.   LIMITATION OF LIABILITY.  The Sub-Adviser shall not be liable for any
error of judgment or mistake of law or fact or for any loss suffered by the
Trust or the Investment Adviser in connection with the performance of this
Agreement, except a loss resulting from a breach of fiduciary duty with respect
to the receipt of compensation for services or a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Sub-Adviser in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement.

     9.   DURATION AND TERMINATION.  This Agreement will become effective as of
the date first written above, provided that it shall have been approved by vote
of a majority of the outstanding voting securities of the Fund, in accordance
with the requirements under the 1940 Act, and, unless sooner terminated as
provided herein, shall continue in effect until November 30, 1999.

     Thereafter, if not terminated, this Agreement shall continue in effect for
successive periods of twelve months each ending on November 30 of each year,
PROVIDED such continuance is specifically approved at least annually (a) by the
vote of a majority of those members of the Trust's Board of Trustees who are not
parties to this Agreement or interested persons of the Trust, the Sub-Adviser,
or the Investment Adviser, cast in person at a meeting

                                          4
<PAGE>

called for the purpose of voting on such approval, and (b) by the vote of a
majority of the Trust's Board of Trustees or by the vote of a majority of the
outstanding voting securities of the Fund.  Notwithstanding the foregoing, this
Agreement may be terminated at any time on sixty days' written notice, without
the payment of any penalty, by the Trust (by vote of the Trust's Board of
Trustees or by vote of a majority of the outstanding voting securities of the
Fund), by the Investment Adviser or by the Sub-Adviser.  This Agreement will
immediately terminate in the event of its assignment and upon termination of the
Investment Advisory Agreement between the Trust and the Investment Advisor. (As
used in this Agreement, the terms "majority of the outstanding voting
securities," "interested persons" and "assignment" shall have the same meaning
of such terms in the 1940 Act.)

     10.  AMENDMENT OF THIS AGREEMENT.  No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.

     11.  MISCELLANEOUS.  The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.

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

     This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and shall be governed by the laws
of the Commonwealth of Massachusetts.

     The names "The One Group" and "Trustees of The One Group" refer
respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated as of May 23, 1985 to which reference is hereby made and a copy of
which is on file at the office of the Secretary of State of the Commonwealth of
Massachusetts and elsewhere as required by law, and to any and all amendments
thereto so filed or hereafter filed.  The obligations of "The One Group" entered
into in the name or on behalf thereof by any of the Trustees, representatives or
agents are made not individually, but in such capacities, and are not binding
upon any of the Trustees, Shareholders or representatives of the Trust
personally, but bind only the assets of the Trust, and all persons dealing with
any series of Shares of the Trust must look solely to the assets of the Trust
belonging to such series for the enforcement of any claims against the Trust.

     [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

                                          5





<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.



                                   BANC ONE INVESTMENT ADVISORS CORPORATION

                                   By: ____________________________________

                                   Title: _________________________________


                                   BANC ONE HIGH YIELD PARTNERS, LLC

Seal                               By: ____________________________________

                                   Title: _________________________________


The One Group hereby acknowledges
and agrees to the provisions of paragraph
3(e) of this Agreement.

THE ONE GROUP


By: ____________________________________

Title: _________________________________



                                          6


<PAGE>





                                    EXHIBIT (7)(e)

                       FORM OF SHAREHOLDER SERVICING AGREEMENT




<PAGE>

                             ONE GROUP SERVICES COMPANY
                                  3435 STELZER ROAD
                                COLUMBUS,  OHIO 42319

                            SHAREHOLDER SERVICING AGREEMENT


     The One Group Services Company (the "Distributor") serves as the
Distributor to The One Group (the "Company"), an open-end management investment
company organized as a Massachusetts business trust and registered with the
Securities and Exchange Commission (the "SEC") under the Investment Company Act
of 1940 (the "1940 ACT").  Pursuant to Rule 12b-1 under the 1940 Act
("Rule 12b-l"), but subject to the provisions of Section 4.1 hereof, the holders
of the units of beneficial interest ("Shares") of the investment portfolios
identified in Schedule A hereto (individually, a "Fund"; collectively, the
"Funds") have adopted Distribution and Shareholder Servicing Plans (the "Plans")
which, among other things, authorize the Distributor to enter into this
Shareholder Servicing Agreement with _________________________________, (the
"Service Organization"), with its principal office located at _________________
__________________, concerning the provision of support services to the Service
Organization's customers ("Customers") who may from time to time beneficially
own Fund Shares.  The terms and conditions of this Agreement are as follows:

1.   REFERENCE TO PROSPECTUS; DETERMINATION OF NET ASSET VALUE.

     1.1  Reference is made to the prospectuses of the Funds (individually, a
          "Prospectus"; collectively, the "Prospectuses") as from time to time
          are effective under the Securities Act of 1933 (the "1933 Act").
          Terms defined therein and not otherwise defined herein are used herein
          with then meaning so defined.

2.   SERVICES AS A SERVICE ORGANIZATION.

     2.1  The Service Organization shall provide any combination of the
          following support services, as agreed upon by the parties from time to
          time, to Customers who may from time to time beneficially own Shares
          of a Fund: (i) aggregating and processing purchase and redemption
          requests for a Fund's Shares from Customers and placing net purchase
          and redemption orders with the Distributor, (ii) processing dividend
          payments from the Company on behalf of Customers; (iii) arranging for
          bank wire transfer of funds to or from a Customer's account; (iv)
          responding to inquiries from Customers relating to the services
          performed by the Service Organization under this Agreement; (v)
          providing subaccounting with respect to a Fund's Shares beneficially
          owned by Customers or the information to the Company necessary for
          subaccounting, (vi) if required by law, forwarding Shareholder
          communications from the Company (such as proxies, Shareholders
          reports, annual and semi-annual financial statements, and dividend,
          distribution, and tax notices) to Customers; (vii) forwarding to
          Customers proxy statements and proxies containing any proposals
          regarding this Agreement or a Fund's Plan; (viii) providing such other
          similar services as the Distributor may reasonable request to the
          extent the Service Organization is permitted to do so under applicable
          statutes, rules, or regulations.

     2.2  The Service Organization will provide such office space and equipment,
          telephone facilities, and personnel (which may be any part of the
          space, equipment, and facilities currently used in the Servicing
          Organization's business, or any personnel employed by the Servicing
          Organization) as may be reasonable necessary or beneficial in order to
          provide such services to Customers,

                                          1
<PAGE>

     2.3  All orders for Fund Shares are subject to acceptance or rejection by
          the Company in its sole discretion, and the Company may, in its
          discretion and without notice, suspend or withdraw the sale of Fund
          Shares, including the sale of such Shares to the Service Organization
          for the account of any Customer or Customers.

     2.4  In providing services hereunder, the Service Organization shall act
          solely as agent for its Customers.  For all purposes of this
          Agreement, the Organization will be deemed to be an independent
          contractor, and will have no authority to act as agent for the
          Distributor in any matter or in any respect.  No person is authorized
          to make any representations concerning the Distributor, the Company,
          or any Fund's Shares except those representations contained in the
          Funds' then-current Prospectuses and the Company's Statement of
          Additional Information and in such printed information as the
          Distributor or the Company may subsequently prepare.  The Service
          Organization further agrees to deliver to Customers, upon the request
          of the Distributor, copies of any amended Prospectus and Statement of
          Additional Information.

     2.5  The Service Organization and its employees will, upon request, be
          available during normal business hours to consult with the Distributor
          or its designees concerning the performance of the Service
          Organization's responsibilities under this Agreement.  In addition,
          the Service Organization will furnish to the Distributor, the Company
          or their designees such information as the Distributor, the Company or
          their designees may reasonable request (including, without limitation,
          periodic certifications confirming the provision to Customers of the
          services described herein), and will otherwise cooperate with the
          Distributor, the Company and their designees (including, without
          limitation, any auditors designated by the Company, in the preparation
          of reports to the Company's Board of Trustees concerning this
          Agreement, as well as any other reports or filings that may be
          required by law.

3.   COMPENSATION.

     3.1  The Distributor shall pay the Service Organization for the Services to
          be provided by the Service Organization under this Agreement in
          accordance with, and in the manner set forth in, Schedule B hereto, as
          such Schedule may be amended from time to time.

4.   REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

     4.1  By written acceptance of this Agreement, the Service Organization
          further represents, warrants, and agrees that: (i) the Service
          Organization believes that it possesses the legal authority to perform
          the services contemplated by this Agreement without violation of
          applicable Federal banking laws (including the Glass-Steagall Act) and
          regulations.

5.   EXCULPATION; INDEMNIFICATION.

     5.1  The Distributor shall not be liable to the  Service Organization and
          the Service Organization shall not be liable to the Distributor except
          for acts or failures to act which constitute lack of good faith or
          gross negligence and for obligations expressly assumed by either party
          hereunder.   Nothing contained in this Agreement is intended to
          operate as a waiver by the Distributor or by the Service Organization
          of compliance with any applicable federal or state law, rule, or
          regulation and the rules and regulations promulgated by the National
          Association of Securities Dealers, Inc.

6.   EFFECTIVE DATE, TERMINATION.

     6.1  This Agreement will become effective on the date a fully executed copy
          of this Agreement is received by the Distributor or its designee.
          Unless sooner terminated, this Agreement will

                                          2
<PAGE>

          continue until _______________19____, and thereafter will continue 
          automatically for successive annual periods ending on 
          ___________________,19_______ of each year.

     6.2  This Agreement will automatically terminate in the event of its
          assignment (as such term is defined in the 1940 Act).  This Agreement
          may be terminated by the Distributor or by the Service Organization,
          without penalty, upon ten days' prior written notice to the other
          party.  This Agreement may also be terminated at any time without
          penalty by the vote of a majority of the members of the Board of
          Trustees of the Company who are not "interested persons" (as such term
          is defined in the 1940 Act) and who have no direct or indirect
          financial Interest in the Plans or any agreement relating to such
          Plans, including this Agreement, or by a vote of a majority of the
          Shares of a Fund, with respect to such Fund, on ten days' written
          notice.

7.   GENERAL

     7.1  All notices and other communications to either the Service
          Organization or the Distributor will be duly  given if mailed,
          telegraphed or telecopied to the appropriate address set forth on page
          1 thereof, or at such other address as either party provide in writing
          to the other party.

     7.2  The Distributor may enter into other similar agreements for the
          provision of Shareholder services with any other person OR persons
          without the Service Organization's consent.

     7.3  This Agreement supersedes any other agreement between the Distributor
          and the Service Organization relating to the provision of support
          services to the Service Organization's Customers who beneficially own
          Fund Shares and relating to any other matters discussed herein.  All
          covenants, agreements, representations, and  warranties made herein
          shall be deemed to have been material and relied on by each party,
          notwithstanding any investigation made by either party or on behalf of
          either party, and shall survive the execution and delivery of this
          Agreement.  The invalidity or unenforceability of any term or
          provision hereof shall not affect the validity or enforceability of
          any other term or provision hereof .  The headings in this Agreement
          are for convenience of reference only and shall not alter or otherwise
          affect the meaning hereof.  This Agreement may be executed in any
          number of counterparts which together shall constitute one instrument
          and shall be governed by and construed in accordance with the laws
          (other than the conflict of laws rules) of the State of Ohio and shall
          bind and inure to the benefit of the parties hereto and their
          respective successors and assigns.

                                          3
<PAGE>

     Please confirm that the foregoing is in accordance with your understanding
by indicating your acceptance hereof at the place below indicated.


                                           THE ONE GROUP SERVICES COMPANY




                                           By:  
                                                ------------------------------

                                           Name: 
                                                 -----------------------------

                                           Title: 
                                                  ----------------------------

                                           Date: 
                                                 -----------------------------


                                           ACCEPTED AND AGREED TO:


                                           By: 
                                               -------------------------------

                                           Name: 
                                                 -----------------------------

                                           Title: 
                                                  ----------------------------

                                           Date: 
                                                 -----------------------------


                                          4
<PAGE>

                                      Schedule A
                                        to the
                           Shareholder Servicing Agreement
                        Between The One Group Services Company
                                         and


         --------------------------------------------------------------
                                (Service Organization)

                                        FUNDS

MONEY MARKET FUNDS
U.S. Treasury Securities Money Market - Class A Shares
Prime Money Market Fund - Class A Shares
Municipal Money Market Fund - Class A Shares
Ohio Municipal Money Market Fund - Class A Shares

EQUITY FUNDS
Income Equity Fund  - Class A Shares
Disciplined Value Fund - Class A Shares
Growth Opportunities Fund - Class A Shares
International Equity Index Fund - Class A Shares
Large Company Value Fund - Class A Shares
Equity index Fund - Class A Shares
Asset Allocation Fund - Class A Shares
Large Company Growth Fund - Class A Shares
Value Growth Fund - Class A Shares
Small Capitalization Fund (Formerly, the Gulf South Growth Fund - Class A Shares
Investor Aggressive Growth Fund - Class A Shares
Investor Growth  Fund - Class A Shares
Investor Growth  and Income Fund - Class A Shares
Investor Balanced Fund - Class A Shares
Investor Conservative Growth Fund - Class A Shares

FIXED INCOME FUNDS
Income Bond Fund - Class A Shares
Limited Volatility Bond Fund - Class A Shares
Intermediate Tax-Free Bond Fund - Class A Shares
Ohio Municipal Bond Fund - Class A Shares
Government Bond Fund - Class A Shares
Ultra Short-Term Income Fund - Class A Shares
Municipal Income Fund - Class A Shares
West Virginia Municipal Bond Fund - Class A Shares
Kentucky Municipal Bond Fund
Intermediate Bond Fund - Class A Shares
Arizona Municipal Bond Fund - Class A Shares
Louisiana Municipal Bond Fund - Class A Shares
Treasury & Agency Fund - Class A Shares

                                                Accepted and Agreed to:


The One Group Services Company                  
                                                -------------------------------
                                                (Service Organization)


By:                                             By: 
    -------------------------------                 ---------------------------

Date:                                           Date: 
      -----------------------------                   -------------------------

                                          5
<PAGE>

                                      SCHEDULE B
                                        TO THE
                           SHAREHOLDER SERVICING AGREEMENT
                        BETWEEN THE ONE GROUP SERVICES COMPANY
                                         AND


                   ------------------------------------------
                                (SERVICE ORGANIZATION)


                                   COMPENSATION (1)

     THE SERVICE ORGANIZATION shall receive A FEE CALCULATED AT AN ANNUAL RATE
OF TWENTY-FIVE ONE-HUNDREDTHS OF one PERCENT (.25%) of THE FUND'S AVERAGE DAILY
NET ASSETS ATTRIBUTABLE TO SHARES BENEFICIALLY OWNED BY the Service Organization
Customers.









                                                  Accepted and Agreed to:


The One Group Services Company                    
                                                  ----------------------------
                                                  (Service Organization)


By:                                               By: 
    --------------------------------                  ------------------------

Date:                                             Date: 
      ------------------------------                    ----------------------














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

 (1) All fees are computed daily and paid monthly.

                                          6

<PAGE>

                                    EXHIBIT (10(j)
                       AGENCY SERVICES AND DELEGATION AGREEMENT
                                       BETWEEN
                                INVESCO TRUST COMPANY
                                         AND
                                      REGISTRANT
                                DATED JANUARY 1, 1998

<PAGE>

                       AGENCY AND SERVICES DELEGATION AGREEMENT


AGREEMENT made as of January 1, 1998 by and between INVESCO RETIREMENT PLAN
SERVICES, a division of INVESCO Funds Group, Inc. ("Recordkeeper") and The One
Group-Registered Trademark- (the "Fund Company").

                                      WITNESSETH

WHEREAS, the Fund Company desires to enter into an Agency and Services
Delegation Agreement pursuant to which the Fund Company will retain the
Recordkeeper to perform certain recordkeeping and accounting services and
functions with respect to transactions in shares ("Shares") of series ("Funds")
of the Fund Company made by or on behalf of participants, beneficiaries or plan
sponsors (collectively, "Participants") in certain employee pension benefit 
plans as defined in Section 3(2)(A) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") ("Plans"), and with respect to holdings of
Shares maintained by or on behalf of such Participants, when with respect to the
Fund Company such Plans maintain with the Fund Company's transfer agent
("Transfer Agent") a single master shareholder account; and

NOW, THEREFORE, in consideration of the following premises and mutual covenants,
the parties agree as follows:

1.   SERVICES PROVIDED BY THE RECORDKEEPER

     When and to the extent requested by the Fund Company, the Recordkeeper
     agrees to perform recordkeeping and accounting services and functions with
     respect to transactions in and holdings of Shares by or on behalf of
     Participants in Plans which maintain Plan level shareholder accounts with
     the Fund Company's Transfer Agent.  To the extent requested, the
     Recordkeeper will provide the following services:

     A.   Maintain separate records for each Participant reflecting Shares
          purchased, redeemed and exchanged on behalf of such Participant and
          outstanding balances of Shares owned by or for the benefit of such
          Participant.

     B.   Prepare and transmit to each Plan and/or its Participants periodic
          account statements indicating the number of Shares of the Fund Company
          owned by or for the benefit of Participants and purchases, redemptions
          and exchanges made on behalf of Participants.

     C.   With respect to each Plan, aggregate all purchase, redemption and
          exchange instructions ("Instructions") made by or on behalf of the
          Plan's Participants and Sponsors and transmit orders ("Orders") based
          an such aggregate Instructions to the Transfer Agent for acceptance.

     D.   Provide to the Fund Company, the Transfer Agent and/or other parties
          designated by them such other information relating to transactions in
          and holdings of Shares by or on behalf of Participants as is
          reasonably requested.

     E.   As agreed upon with the Fund Company, deliver or arrange for the
          delivery of appropriate documentation in connections with Orders.

2.   PROVISION OF NET ASSET VALUE.  

     The Fund Company or its designee shall furnish the Recordkeeper with the
     confirmed net asset value ("NAV") information as of the close of trading on
     the New York Stock Exchange (generally, 4:00 p.m., Eastern Time ("ET"))
     ("Market Close") on any day that the Fund Company is open for business
     ("Business Day"), and dividend and capital gains information as it arises. 
     The Fund Company or its designee shall use its best efforts to provide such
     information by 6:30 p.m., ET on each Business Day.


                                          1
<PAGE>

3.   THE RECORDKEEPERS RECEIPT AND TRANSMISSION OF ORDERS.

     A.   The Recordkeeper agrees that (i) Orders derived from Participant
          Instructions received by the Recordkeeper prior to the Market Close on
          any Business Day of the Fund Company, as defined in the Fund Company's
          registration statement, ("Day 1") will be electronically transmitted
          to the Fund Company by 9:00 p.m., ET that Business Day (such Orders
          are referred to as "Day 1 Trades"); and (ii) orders derived from
          Instructions received by the Recordkeeper after the Market Close ("Day
          2 Trades") on Day 1 will be electronically transmitted to the Fund
          Company on the next Business Day following Day 1 ("Day 2").

     B.   If the Recordkeeper cannot electronically transmit Day 1 Trades by
          9:00 p.m. on Day 1, the Recordkeeper will transmit such Orders by
          facsimile prior to the Market Open (generally 8:00 a.m.) on Day 2.  If
          Day 2 Trades cannot be electronically transmitted by 9:00 p.m. on Day
          2, the Recordkeeper will transmit such Orders by facsimile prior to
          the Market Open on the second business day following Day 1 ("Day 3"). 

4.   PRICING OF ORDERS.  

     The Fund Company agrees that Day 1 Trades will be effected at the NAV
     calculated as of the Market Close on Day 1, provided that such trades are
     received by the Fund Company by 9:00 p.m., ET on Day 1 or prior to 8:00
     a.m. on Day 2; and Day 2 Trades will be effected at the NAV calculated as
     of the Market Close on Day 2, provided they are received by the Fund
     Company by 9:00 p.m., ET on Day 2 or prior to 8:00 a.m. on Day 3.  The Fund
     Company agrees that, consistent with the foregoing, Day 1 Trades will have
     been received by the Fund Company prior to the Market Close on Day 1, and
     Day 2 trades will have been received by the Fund Company prior to the
     Market Close on Day 2 for all purposes, including, without limitation,
     effecting distributions.

5.   CONFIRMATIONS

     The Fund Company will send a confirmation of each Business Day's Order via
     electronic transmission or facsimile by Market Close on Day 2 for Day
     1Trades received by 8:00 a.m on Day 2.

6.   VERIFICATION

     Each party shall, as soon as practicable after notification that a report,
     confirmations, notification or other information has been transmitted by
     the other party via facsimile or other electronic transmission, confirm the
     receipt of such report, notification or other information.  Such
     confirmation shall be in oral, written or electronic format.  In the
     absence of such confirmation, a party to whom the transmission was sent
     shall not be held liable for any failure to act in accordance with the
     transmission, and absent evidence to the contrary, the sending party may
     not claim that the transmission was received by the other party.  Each
     party shall promptly notify the other of any errors, omission or
     interruptions in, or delay or unavailability of, any such transmission as
     promptly as possible.

7.   APPOINTMENT AS AGENT FOR LIMITED PURPOSE

     The Recordkeeper shall be deemed the agent of the Fund Company for the sole
     and limited purpose of receiving purchase, redemption and exchange
     Instructions from Participants or Plan sponsors and transmitting
     corresponding Orders to the Transfer Agent.  Except as provided
     specifically herein, neither the Fund Company nor any person to which the
     Fund Company may delegate any of its duties hereunder shall be or hold
     itself out as an agent of the Transfer Agent or the Fund Company.

8.   REPRESENTATIONS OF RECORDKEEPER

     The Recordkeeper agrees, represents and warrants that:


                                          2
<PAGE>

     A.   It will forward Orders within such time periods and to such parties as
          are specified by the Fund Company, the Transfer Agent, the Fund
          Company's prospectuses and applicable law and regulation.

     B.   If and to the extent required under applicable federal and state
          securities laws and regulations, it is duly registered pursuant to
          such laws and regulations; and the receipt of any fees by it from the
          Fund Company, and the corresponding reduction of fees payable to the
          Recordkeeper by the Plan (or by the Plan sponsor, according to
          Recordkeeper's agreement with the Plan) will not constitute a
          "prohibited transaction" for purposes of Title I of ERISA, and section
          4975 of the Internal Revenue Code of 1986, as amended.

     C.   At all times during the term of this contract, the Recordkeeper will
          maintain errors and omissions coverage in an amount not less than
          $1,000,000 per occurrence, and in the aggregate.  A certificate of
          insurance evidencing such coverage will be provided by the
          Recordkeeper to the Fund Company as soon as is practicable after
          commencement of this agreement. 

9.   RECORDS AND REPORTING

     A.   The Recordkeeper will maintain and preserve all records as required by
          the Investment Company Act of 1940 (the "1940 Act"), as amended, and
          the rules thereunder, in connection with its provision of services
          under this Agreement.  All records maintained by the Recordkeeper
          hereunder shall be made available in accordance with the 1940 Act and
          the rules thereunder.  Upon the reasonable request of the Fund Company
          and at its sole reasonable expense, the Transfer Agent, or the
          independent accountants for the Fund Company, the Recordkeeper will
          promptly provide copies, or originals if required, of (i) historical
          records relating to transactions involving the Fund Company and
          Participants; (ii) written communications regarding the Fund Company
          to or from Participants; (iii) and other materials relating to the
          provision of services by the Recordkeeper under this Agreement.  The
          Recordkeeper will comply with any reasonable request for such
          information and documents made by the Fund Company or its board of
          Trustees or any governmental body or self-regulatory organization.  

     B.   The Recordkeeper agrees that, with respect to the Plans for which it
          is providing services under this Agreement, the Recordkeeper will
          permit the Fund Company, the Transfer Agent, or their representatives,
          to have reasonable access to its personnel and records in order to
          facilitate the monitoring of the quality of the services provided by
          the Recordkeeper.  Notwithstanding anything herein to the contrary,
          the Recordkeeper shall not be required to provide the names and
          addresses of Participants to the Transfer Agent or the Fund Company,
          unless applicable law or regulation otherwise requires.

     C.   This Section 9 shall survive termination of this Agreement.

10.  ABILITY TO PROVIDE SERVICES

     The Recordkeeper agrees to notify the Fund Company promptly if for any
     reason it is unable to perform its obligations under this Agreement.

11.  COMPENSATION

     A.   In consideration of performance of the services by the Recordkeeper
          hereunder, the Fund Company will compensate the Recordkeeper per
          calendar quarter at a rate of one dollar and twenty-five cents ($1.25)
          per participant account per Fund with a balance at each calendar
          quarter end not to exceed three Funds per participant, or as to which
          the Fund Company and the Recordkeeper shall agree from time-to-time in
          writing.  Said compensation will commence with the calendar quarter
          ending June 30, 1998.        


                                          3
<PAGE>

     B.   The Recordkeeper will permit the Fund Company and its representatives
          (including counsel and independent accountants) at its sole cost,
          reasonable access to its records to enable the Fund Company to verify
          that the Recordkeeper's charges hereunder comply with the provisions
          of this Agreement.  Such access shall include, but not be limited to,
          up to four on-site inspections of the Recordkeeper's records each
          calendar year.

12.  INDEMNIFICATION

     The Recordkeeper shall indemnify and hold harmless the Fund Company from
     and against any and all losses and liabilities that it may incur, including
     without limitation reasonable attorneys' fees, expenses and costs arising
     out of or related to the performance or non-performance of the Recordkeeper
     of its responsibilities under this Agreement; excluding, however, any such
     claims, suits, loss, damage or costs caused by, contributed to or arising
     from any noncompliance by the Fund Company with its obligations under this
     Agreement, including the late or inaccurate provision of NAV information,
     as to which the Fund Company as pertinent, shall indemnify, hold harmless
     and defend the Recordkeeper and its directors, officers, employees,
     shareholders, partners and agents, on the same basis as set forth above. 
     This Section 12 shall survive termination of this Agreement. 

13.  TERMINATION

     The Fund Company will provide the Recordkeeper with ninety (90) days prior
     written notice if purchase Orders may no longer be effected in accordance
     with this Agreement.  Such termination shall not affect the remaining
     provisions of this Agreement and redemption Orders shall continue to be
     effected.  Either party may terminate this Agreement upon ninety (90) day's
     prior written agreement to the Fund Company.

14.  LIMITATION OF LIABILITY OF TRUSTEES, DIRECTORS AND SHAREHOLDERS

     It is expressly agreed that the obligations of the Fund Company and the
     Recordkeeper hereunder shall not be binding upon any of the Trustees,
     directors, shareholders, nominees, officers, agents or employees of the
     Fund Company and the Recordkeeper personally, but shall bind only the Fund
     Company or the Recordkeeper.  The execution and delivery of this Agreement
     have been authorized by the Trustees of the Fund Company and the directors
     of the Recordkeeper, and this Agreement has been signed and delivered by an
     authorized officer of the Fund Company and the Recordkeeper, acting as
     such, and neither such authorization by the Trustees of the Fund Company or
     the Directors of the Recordkeeper, nor such execution and delivery by such
     officer shall be deemed to have been made by any of them individually or to
     impose any liability on any of them personally, but shall bind only the
     Fund Company as provided in the Fund Company's Agreement and Declaration of
     Trust and the Recordkeeper.

15.  NOTICES.  Unless otherwise specified, all notices and other communications
     shall be in writing and shall be duly given if hand delivered, delivered by
     facsimile with written confirmation, or mailed by first class mail to the
     following addresses:

          IF TO THE FUND COMPANY:
          The One Group
          Attn: Mark Redman
          3435 Stelzer Road
          Columbus, Ohio 43219

          IF TO THE RECORDKEEPER:
          INVESCO RETIREMENT PLAN SERVICES
          Attn: Barbara March
          400 Colony Square, Suite 2200
          1201 Peachtree Street, N.E.
          Atlanta, GA 30361


                                          4
<PAGE>

16.  SEVERABILITY.  If any provision of this Agreement are held or made invalid
     by a statute, rule, regulation , decision of a tribunal or otherwise, the
     remainder of this Agreement shall not be affected and, to this extent, the
     provisions of this Agreement shall be deemed to be severable.

17.  GOVERNING LAW.  This Agreement shall be governed by the laws of the state
     of Ohio, except as such laws are superseded by or preempted by any Federal
     law.

18.  ASSIGNMENT.  This Agreement may not be assigned by either party without the
     prior written consent of the other party.

19.  DISPUTE RESOLUTION AND ARBITRATION. Any controversy or claim arising out of
     or relating to this Agreement, or the breach of the same which gives rise
     to a remedy at law, shall be settled through consultation and negotiation
     in good faith and a spirit of mutual cooperation.  However, if those
     attempts fail, the parties agree that any misunderstandings or disputes
     arising from this Agreement shall be decided by arbitration which shall be
     conducted, upon request by either party, before three (3) arbitrators
     (unless both parties agree on one (1) arbitrator) designated by the
     American Arbitration Association (the "AAA"), in accordance with the terms
     of the Commercial Arbitration Rules of the AAA, and, to the maximum extent
     applicable, the United States Arbitration Act (Title 9 of the United States
     Code), or if such Act is not applicable, any substantially equivalent Ohio
     state law.  The parties further agree that the arbitrator(s) will decide
     which party must bear the expenses of the arbitration proceedings.  The
     arbitration will take place in Columbus, Ohio. 

20.  ENTIRE AGREEMENT.  This Agreement represents the entire agreement between
     the parties, supersedes all prior agreements, understandings, negotiations
     and discussions, whether oral or written, and shall not be modified or
     amended except by a writing signed by both parties.

IN WITNESS HEREOF, the parties hereto have executed and delivered this Agreement
as of the date first above written.


THE ONE GROUP-Registered Trademark-          INVESCO RETIREMENT PLAN SERVICES, a
                                             division of INVESCO Fund Services,
                                             Inc.

Mark S. Redman                               Robert J. O'Connor

By: Mark S. Redman                           By: Robert J. O'Connor
Title: President                             Title:   Chief Executive Office


                                          5

<PAGE>

                                   EXHIBIT (10)(k)

                                 MULTIPLE CLASS PLAN
                          ADOPTED BY THE BOARD OF TRUSTEES 
                             ON MAY 22, 1995, AS AMENDED
                                     MAY 21, 1998

<PAGE>

                        MULTIPLE CLASS PLAN FOR THE ONE GROUP

                              (AS AMENDED May 21, 1998)


     The One Group (the "Trust") is an open-end investment company that offers
units of beneficial interest ("shares") in forty separate portfolios ("funds")
and five different classes of certain of the funds.  The five classes are Class
A, Class B, Class C, Fiduciary Class, and Service Class.  The classes provide
for variations in distribution costs, voting rights, dividends, and per share
net asset value.  The differences among the classes are discussed below. 
Attached as Exhibit A, which may be amended from time to time, is a list of the
funds and the class of shares available in each fund.

A.   DISTRIBUTION AND SHAREHOLDER SERVICES

     Class A, Class B and Class C shares are distributed to the general public. 
Investors may purchase Class A, Class B and Class C shares of a fund by
completing and signing an account application form and mailing it, along with a
check (or other negotiable bank instrument or money order) to the Trust's
transfer agent and custodian.  Subsequent purchases of shares may be made at any
time by mailing a check to the transfer agent.  

     Class A, Class B and Class C investors may make automatic monthly
investments in a fund from their bank, savings and loan or other depository
institution accounts.  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.

     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 a
fiduciary, advisory, agency, custodial or similar capacity (each an "Authorized
Financial Organization").  Purchases of Fiduciary Class shares that are offered
to investors in certain retirement plans such as 401(k) and similar plans, other
than Individual Retirement Accounts, are purchased by a Shareholder Servicing
Agent on behalf of an investor.

     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.  Service Class shares offer administrative and accounting (sweep
processing) services.

     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 fifth Business Day for
Class A, Class B and Class C shares.  

B.   SALES LOAD

CLASS A SHARES

     Class A shares are subject to a front-end sales charge.  The front-end
sales charge is based on a percentage of the offering price and may vary based
on the amount of purchase.  

     Class A shares also are subject to a distribution and shareholder services
fee assessed pursuant to the distribution and shareholder services plan (the
"Plan").  As provided in the Plan, the Trust will pay the distributor a fee
based on the average daily net assets of Class A shares of the fund.  A certain
percentage of the fee 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 1940 Act.  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), 


                                          1
<PAGE>

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.

     A shareholder of Class A shares may reduce the sales charge 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.

     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, of the Transfer Agent and Custodian and their subsidiaries and 
affiliates, of broker/dealers who have entered into dealer agreements with 
The One Group and their 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 
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; 
(xi) purchased in connection with plans of reorganization of a Fund, such as 
mergers, asset acquisitions and exchange offers to which the Fund is a party; 
or (xii) purchased by retirement and deferred compensation plans and trusts 
used to fund these plans including, but not limited to, those  defined in 
Sections 401(a), 403(b) or 457 of The Internal Revenue Code and rabbi trusts. 

     Further, an initial purchase of shares in the amount of $1 million or more
is not subject to a front-end sales charge.  However, if such shares are
redeemed prior to the first anniversary of purchase, the shareholder will be
subject to a contingent deferred sales charge ("Class A CDSC") on the initial
purchase in an amount not to exceed any promotional incentives or additional
compensation paid by the Distributor to registered representatives who have sold
or are expected to sell significant amounts of shares of the Funds.

     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.  This 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.


                                          2
<PAGE>

CLASS B SHARES

     Class B shares are subject to a Contingent Deferred Sales Charge and a
distribution and shareholder services fee.  If the Shareholder redeems Class B
shares prior to the sixth anniversary of purchase, the Shareholder will pay a
Contingent Deferred Sales Charge.  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.

     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.

     Class B shares of the fund also are subject to an ongoing distribution and
shareholder service fee as provided in the Class B and Class C distribution and
shareholder services plan (the "Class B and Class C Plan") at an annual rate
based on a percentage of the fund's average daily net assets.  This fee
arrangement 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.

     Proceeds from the Contingent Deferred Sales Charge and the distribution and
shareholder service fee 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.  The combination of the Contingent Deferred Sales Charge and the
distribution and shareholder services fees facilitate the ability of the fund to
sell the Class B shares without a front-end sales charge.

     The Contingent Deferred Sales Charge is waived on redemption of shares: (i)
for distributions 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 of a
shareholder or a participant or beneficiary of certain qualifying retirement
plans 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; or (iv)
bought in connection with certain retirement plans, such as 401(k) and similar
qualified plan.  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.

CLASS C SHARES

     Class C shares are subject to a Contingent Deferred Sales Charge and a
distribution and shareholder services fee.  If the Shareholder redeems Class C
shares prior to the first anniversary of purchase, the Shareholder will pay a
Contingent Deferred Sales Charge.  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.


                                          3
<PAGE>

     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.

     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 C 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.

     Class C shares of the fund also are subject to an ongoing distribution and
shareholder service fee as provided in the Class B and Class C distribution and
shareholder services plan (the "Class B and Class C Plan") at an annual rate
based on a percentage of the fund's average daily net assets.  This fee
arrangement will cause Class C shares to have a higher expense ratio and to pay
lower dividends than Class A shares. 

     Proceeds from the Contingent Deferred Sales Charge and the distribution and
shareholder service fee under the Class C 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 C
shares, such as the payment of compensation to dealers and agents for selling
Class C shares.  The combination of the Contingent Deferred Sales Charge and the
distribution and shareholder services fees facilitate the ability of the fund to
sell the Class C shares without a front-end sales charge.

     The Contingent Deferred Sales Charge is waived on redemption of shares: (i)
for distributions 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 of a
shareholder or a participant or beneficiary of certain qualifying retirement
plans if redemption is made within one year of such death or disability; (iii)
IF THE TRUST'S  DISTRIBUTOR RECEIVES NOTICE PRIOR TO THE TIME OF A SHAREHOLDER'S
INVESTMENT INDICATING THAT THE SHAREHOLDER SERVICING AGENT, DUE TO THE NATURE OF
THE SHAREHOLDER'S ACCOUNT, WAIVES THE COMMISSION IT WOULD OTHERWISE BE PAID; or
(iv) 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; or (iv)
bought in connection with certain retirement plans, such as 401(k) and similar
qualified plan.  In addition, the following circumstances are not deemed to
result in a "redemption" of Class C 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 C shares of
other funds of the Trust.

FIDUCIARY CLASS SHARES 

     Fiduciary class shares are not subject to a sales charge at the time of
purchase or redemption, nor are they subject to a distribution or shareholder
services fee. 

 SERVICE CLASS SHARES

     Service class shares are not subject to a sales charge at the time of
purchase or redemption.  However, service class shares are subject to a
distribution and shareholder services fee based on a percentage of the fund's
average daily net assets. 

C.   EXCHANGE RIGHTS

CLASS A AND FIDUCIARY CLASS SHARES

     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.


                                          4
<PAGE>

     Class A Shareholders may exchange their shares for Fiduciary Class shares
of the fund or for Fiduciary Class 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).  The exchange of
Fiduciary Class shares for Class A shares also will require payment of the sales
charge unless the sales charge is waived.

CLASS B SHARES

     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.

CLASS C SHARES

     Class C shareholders of the fund may exchange their shares for Class C
shares of any other fund of the Trust on the basis of the net asset value of the
exchanged Class C shares, without the payment of any Contingent Deferred Sales
Charge that might otherwise be due upon redemption of the outstanding Class C
shares.  The newly acquired Class C 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 C 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 C shares, the
holding period for outstanding Class C shares of the fund from which the
exchange was made is "tacked" to the holding period of the newly acquired Class
C shares.  For purposes of calculating the holding period applicable to the
newly acquired Class C shares, the newly acquired Class C shares shall be deemed
to have been issued on the date of receipt of the shareholder's order to
purchase the outstanding Class C shares of the fund from which the initial
exchange was made.
 
SERVICE CLASS SHARES

     Service Class shareholders may not exchange their Service Class shares for
Class A, Class B, Class C, or Fiduciary Class shares, nor may Class A, Class B,
Class C, or Fiduciary Class shares be exchanged for Service Class shares.

ADDITIONAL INFORMATION REGARDING EXCHANGES


                                          5
<PAGE>

     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.

D.   CONVERSION RIGHTS

     Class B shares will automatically convert to Class A shares six or eight
years (depending on the fund) after the end of the month in which the shares
were purchased and will be subject to the lower distribution and 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.

     Class C shares issued through November 1, 1997 ("Grandfathered Shares")
will automatically convert to Class A shares six years after the end of the
month in which the shares were purchased under the terms above described with
respect to Class B shares (including the treatment of shares received as
dividends or as other distributions.  All other Class C shares shall not convert
to Class A shares.

E.   VOTING RIGHTS

     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.

F.   EXPENSE ALLOCATION

     Each class shall pay the expenses associated with its different
distribution and shareholder services arrangement.  Each class may, at the
Board's discretion, also pay a different share of other expenses, not including
advisory or custodial fees or other expenses related to the management of the
Trust's assets, if these expenses are actually incurred in a different amount by
that class, or if the class receives services of a different kind or to a
different degree than other classes.  All other expenses will be allocated to
each class on the basis of the net asset value of that class in relation to the
net asset value of the Fund.  However, money market funds operating in reliance
on Rule 2a-7, and other funds making daily distributions of their net investment
income, may allocate such other expenses to each share regardless of class, or
based on the relative net assets (settled shares).

     Expenses may be waived or reimbursed by a fund's advisor, underwriter or
any other service provider to the fund.

G.   REDEMPTIONS

     Shareholders may redeem their shares without charge (except Class B and
Class C shares, and Class A shares initially purchased in an amount of $1
million or more, as provided above) on any Business Day; shares may ordinarily


                                          6
<PAGE>

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 shares,
except for Class A shares initially purchased in an amount of $1 million or
more, which will be reduced by any applicable Class A CDSC, and at net asset
value per share next determined reduced by any applicable Contingent Deferred
Sales Charge for Class B and Class C shares, after receipt of a valid request
for redemption.

     Pursuant to the Systematic Withdrawal Plan, Class B and Class C
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.

H.   DIVIDENDS

     Shareholders automatically receive all income dividends and capital gain
distributions in additional Class A, Class B, Class C, Service Class and
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.  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.

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


                                          7
<PAGE>

                                      EXHIBIT A


<TABLE>
<CAPTION>
NAME OF FUND                                           CLASS OF SHARES
- ------------                                           ---------------
<S>                                          <C>
U.S. Treasury Securities                     Class A, Class B, Class C, Fiduciary Class, 
  Money Market Fund                          Service Class

Prime Money Market Fund                      Class A, Class B, Class C, Fiduciary Class, 
                                             Service Class

Municipal Money Market Fund                  Class A, Class C, Fiduciary Class

Ohio Municipal Money Market Fund             Class A, Class C, Fiduciary Class

Income Equity Fund                           Class A, Class B, Class C, Fiduciary Class

Disciplined Value Fund                       Class A, Class B, Class C, Fiduciary Class

Growth Opportunities Fund                    Class A, Class B, Class C, Fiduciary Class

International Equity Index Fund              Class A, Class B, Class C, Fiduciary Class

Equity Index Fund                            Class A, Class B, Class C, Fiduciary Class

Large Company Value Fund                     Class A, Class B, Class C, Fiduciary Class

Large Company Growth Fund                    Class A, Class B, Class C, Fiduciary Class

Asset Allocation Fund                        Class A, Class B, Class C, Fiduciary Class

Value Growth Fund                            Class A, Class B, Class C, Fiduciary Class

Small Capitalization Fund                    Class A, Class B, Class C, Fiduciary Class

Income Bond Fund                             Class A, Class B, Class C, Fiduciary Class

Limited Volatility Bond Fund                 Class A, Class B, Class C, Fiduciary Class

Intermediate Bond Fund                       Class A, Class B, Class C, Fiduciary Class

Government Bond Fund                         Class A, Class B, Class C, Fiduciary Class

Ultra-Short Term Fund                        Class A, Class B, Class C, Fiduciary Class

Louisiana Municipal Bond Fund                Class A, Class B, Class C, Fiduciary Class

High Yield Bond Fund                         Class A, Class B, Class C, Fiduciary Class

Municipal Income Fund                        Class A, Class B, Class C, Fiduciary Class

Intermediate Tax-Free Bond Fund              Class A, Class B, Class C, Fiduciary Class

Ohio Municipal Bond Fund                     Class A, Class B, Class C, Fiduciary Class

Texas Tax-Free Bond Fund                     Class A, Class B, Class C, Fiduciary Class

West Virginia Municipal Bond Fund            Class A, Class B, Class C, Fiduciary Class

Kentucky Municipal Bond Fund                 Class A, Class B, Class C, Fiduciary Class

Arizona Municipal  Bond Fund                 Class A, Class B, Class C, Fiduciary Class

Treasury Money Market Fund                   Fiduciary Class

Treasury Only Money Market Fund              Fiduciary Class


                                        8
<PAGE>

Government Money Market Fund                 Fiduciary Class

Tax Exempt Money Market Fund                 Fiduciary Class

Institutional Prime Money Market Fund        Fiduciary Class

Investor Aggressive Growth Fund              Class A, Class B, Class C, Fiduciary Class

Investor Growth Fund                         Class A, Class B, Class C, Fiduciary Class

Investor Growth and Income Fund              Class A, Class B, Class C, Fiduciary Class

Investor Conservative Growth Fund            Class A, Class B, Class C, Fiduciary Class

Investor Balanced Fund                       Class A, Class B, Class C, Fiduciary Class

Investor Fixed Income Fund                   Class A, Class B, Class C, Fiduciary Class

Treasury & Agency Fund                       Class A, Class B, Class C, Fiduciary Class
</TABLE>


                                          9

<PAGE>
                                     EXHIBIT (11)

                            OPINION AND CONSENT OF COUNSEL


<PAGE>
                                     May 29, 1997


The One Group-Registered Trademark-
3435 Stelzer Road
Columbus, Ohio  43219

Ladies and Gentlemen:

     You have registered under the Securities Act of 1933, as amended (the "1933
Act") an indefinite number of shares of beneficial interest ("Shares") of The
One Group ("Trust"), as permitted by Rule 24f-2 under the Investment Company Act
of 1940, as amended (the "1940 Act").  You propose to file a registration
statement on Form N-14 (the "Registration Statement") relating to a combination
with Marquis Funds that will involve the issuance as consideration of certain
units of beneficial interest in the Trust (the "Shares").

     We have examined your Agreement and Declaration of Trust on file in the
office of the Secretary of The Commonwealth of Massachusetts and the Clerk of
the City of Boston.  We have also examined a copy of your Bylaws and such other
documents, receipts and records as we have deemed necessary for the purpose of
this opinion.

     Based on the foregoing, we are of the opinion that the issuance and sale of
the Shares have been duly authorized under Massachusetts law.  Upon the issuance
of the Shares and upon receipt of the authorized consideration therefor in an
amount not less than the net asset value of the Shares established and in force
at the time of their sale, the Shares issued will be validly issued, fully paid
and non-assessable.

     The Trust is an entity of the type commonly known as a "Massachusetts
business trust".  Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust. 
However, the Agreement and Declaration of Trust provides for indemnification out
of the property of a particular series of Shares for all loss and expenses of
any shareholder of that series held personally liable solely by reason of his
being or having been a shareholder.  Thus, the risk of shareholder liability is
limited to circumstances in which that series of Shares itself would be unable
to meet its obligations.

     We understand that this opinion is to be used in connection with the filing
of the Registration Statement.  We consent to the filing of this opinion with
and as part of your Registration Statement.

                         
                                             Sincerely,
                                             
                                         /s/ Ropes & Gray
                                             ------------

                                             Ropes & Gray

<PAGE>


                                     EXHIBIT (12)

            OPINION OF ROPES & GRAY, INCLUDING CONSENT, AS TO TAX MATTERS


<PAGE>


                                        May 29, 1998


Marquis Funds
  -- Marquis Institutional Money Market Fund
2 Olive Street
Boston, Massachusetts 02109

The One Group
  -- The One Group Treasury Only Money Market Fund
3435 Stelzer Rd.
Columbus, Ohio 43219

Ladies and Gentlemen:

     We have acted as counsel in connection with the Agreement and Plan of
Reorganization (the "Agreement") dated as of May 18, 1998, The One Group
Treasury Only Money Market Fund ("Acquiring Fund"), a series of The One Group
(the "One Group Trust"), a Massachusetts business trust, and the Marquis
Institutional Money Market Fund ("Target Fund"), a series of the Marquis Funds
(the "Marquis Trust"), a Massachusetts business trust.  The Agreement describes
a proposed transaction (the "Transaction") to occur on or about August 10, 1998
(the "Exchange Date"), pursuant to which Acquiring Fund will acquire
substantially all of the assets of Target Fund in exchange for shares of
beneficial interest in Acquiring Fund (the "Acquiring Fund Shares") and the
assumption by Acquiring Fund of all of the liabilities of Target Fund following
which the Acquiring Fund Shares received by Target Fund will be distributed by
Target Fund to its shareholders in liquidation and termination of Target Fund.
This opinion as to certain federal income tax consequences of the Transaction is
furnished to you pursuant to Sections 9(g) and 10(g) of the Agreement.
Capitalized terms not defined herein are used herein as defined in the
Agreement.

     Target Fund is a series of the Marquis Fund which is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company.  Shares of Target Fund are redeemable at net
asset value at each shareholder's option.  Target Fund has elected to be a
regulated investment company for federal income tax purposes under Section 851
of the Internal Revenue Code of 1986, as amended (the "Code").


<PAGE>


                                        -2-                         May 29, 1998


     Acquiring Fund is a series of The One Group which is registered under the
1940 Act as an open-end management investment company.  Shares of Acquiring Fund
are redeemable at net asset value at each shareholder's option.

     For purposes of this opinion, we have considered the Agreement, the Proxy
Statement, the Registration Statement (including the items incorporated by
reference therein), and such other items as we have deemed necessary to render
this opinion.  In addition, you have represented to us the following facts,
occurrences and information upon which you have indicated we may rely in
rendering this opinion (whether or not contained or reflected in the documents
and items referred to above):

     1.   Target Fund will transfer to Acquiring Fund all of its assets, and
Acquiring Fund will assume all of the liabilities of Target Fund, as of the
Exchange Date.

     2.   The fair market value of the Acquiring Fund Shares received by each
Target Fund shareholder will be approximately equal to the fair market value of
the Target Fund shares surrendered in exchange therefor.  The Target Fund
shareholders will receive no consideration other than Acquiring Fund Shares
(which may include fractional shares) in exchange for their shares of beneficial
interest in Target Fund (the "Target Fund Shares").

     3.   None of the compensation received by any shareholder-employees of
Target Fund, if any, will be separate consideration for, or allocable to, any of
their Target Fund Shares; none of the Acquiring Fund Shares received by any
Target Fund shareholder-employees will be separate consideration for, or
allocable to, any employment; and the compensation paid to any Acquiring Fund or
Target Fund shareholder-employees, if any, will be for services actually
rendered and will be commensurate with amounts paid to third parties bargaining
at arm's length for similar services.

     4.   There is no plan or intention by any Target Fund shareholder who owns
5% or more of the total outstanding Target Fund Shares, and to the best of the
knowledge of the management of Target Fund, there is no plan or intention on the
part of the remaining Target Fund shareholders to sell, exchange, or otherwise
dispose of a number of Acquiring Fund Shares received in the Transaction that
would reduce Target Fund shareholders' ownership of Acquiring Fund Shares to a
number of Acquiring Fund Shares having a value, as of the date of the
Transaction, of less than 50 percent of the value of all of the formerly
outstanding Target Fund Shares as of the same date.  For purposes of this
representation, Acquiring Fund Shares or Target Fund Shares surrendered by
Target Fund shareholders in redemption or otherwise disposed of, where such
dispositions, if any, appear to be initiated by Target Fund shareholders in
connection with or as a result of the Agreement or the Transaction, will be
treated as outstanding Target Fund Shares on the date of the Transaction.


<PAGE>


                                        -3-                         May 29, 1998


     5.   Acquiring Fund has no plan or intention to reacquire any of the
Acquiring Fund Shares issued in the Transaction, except for Acquiring Fund
Shares reacquired in the ordinary course of its business as an open-end
investment company.

     6.   Acquiring Fund will acquire at least 90 percent of the fair market
value of the net assets and at least 70 percent of the fair market value of the
gross assets held by Target Fund immediately prior to the Transaction.  For
purposes of this representation, (a) amounts paid by Target Fund, out of the
assets of Target Fund, to Target Fund shareholders in redemption of Target Fund
Shares, where such redemptions, if any, appear to be initiated by Target Fund
shareholders in connection with or as a result of the Agreement or the
Transaction, (b) amounts used by Target Fund to pay expenses of the Transaction,
and (c) amounts used to effect all redemptions and distributions (except for
regular, normal dividends declared and paid in order to ensure Target Fund's
continued qualification as a regulated investment company and to avoid fund-
level tax (including for this purpose any dividends referred to in
representation 14 herein)) made by Target Fund immediately preceding the
transfer will be included as assets of Target Fund held immediately prior to the
Transaction.  Further, to the best of the knowledge of the managements of each
of Acquiring Fund and Target Fund, this representation will remain true even if
the amounts, if any, that Acquiring Fund pays after the Transaction to Acquiring
Fund shareholders who are former Target Fund shareholders in redemption of
Acquiring Fund Shares received in exchange for Target Fund Shares, where such
redemptions, if any, appear to be initiated by such shareholders in connection
with or as a result of the Agreement or the Transaction, are considered to be
assets of Target Fund that were not transferred to Acquiring Fund.

     7.   The fair market value of the assets transferred to Acquiring Fund by
Target Fund will equal or exceed the sum of the liabilities to be assumed by
Acquiring Fund.

     8.   In the Transaction Target Fund will transfer to Acquiring Fund at
least 50% of its historic business assets (see definition below).

     9.   Following the Transaction, Acquiring Fund will continue the 
historic business 

<PAGE>

                                        -4-                         May 29, 1998


of Target Fund as an open-end investment company that is a "money market 
fund" subject to the provisions of Rule 2a-7 under the 1940 Act that invests 
in U.S. Government-backed obligations.

     10.  Acquiring Fund has no plan or intention to sell or otherwise dispose
of any of the assets of Target Fund acquired in the Transaction, except for (i)
dispositions made in the ordinary course of its business as a series of an
open-end investment company (I.E., dispositions made in the ordinary course of
business and independent of the Transaction) and (ii) dispositions made by
Acquiring Fund to realign its portfolio in order to reflect its investment
objective and conform to its investment restrictions and/or to maintain its
qualification as a "regulated investment company" for federal income tax
purposes under section 851 of the Code ("Realignment Dispositions"), which
Realignment Dispositions shall be limited to the extent required by the above
representation relating to the continued use by Acquiring Fund of the historic
business assets of Target Fund.  For purposes of this representation,
Realignment Dispositions made by Target Fund, if any, will be considered to have
been made by Acquiring Fund.

     11.  The liabilities of Target Fund to be assumed by Acquiring Fund were
incurred by Target Fund in the ordinary course of its business and are
associated with the assets transferred to Acquiring Fund.  For purposes of this
paragraph, expenses of the Transaction are not treated as liabilities.

     12.  The Transaction will offer shareholders of the Target Fund an 
enhanced range of investment options, lower expense ratios, the ability to 
benefit from possible economies of scale due to the Acquiring Fund's larger 
size relative to the Target Fund, and increased investment leverage and 
market presence.

     13.  All fees and expenses, including accounting expenses, portfolio 
transfer taxes (if any) or other similar expenses incurred in connection with 
the Reorganization will be paid by the party directly incurring such fees and 
expenses, except that the costs of proxy materials and proxy solicitation, 
including legal expenses, will be borne by Banc One Investment Advisors 
Corporation; provided however, that such expenses will in any event be paid 
by the party directly incurring such expenses if and to the extent that the 
payment by the other party of such expenses would result in the 
disqualification of either of the Target Fund or the Acquiring Fund as a 
regulated investment company under the Code. All such fees and expenses 
incurred and borne by any party to the Transaction shall be solely and 
directly related to the Transaction and shall be paid directly such, as the 
case may be, to the relevant providers of services or other payees, in 
accordance with the principles set forth in Rev. Rul. 73-54, 1973-1 C.B. 187.

<PAGE>


                                        -5-                         May 29, 1998


     Target Fund shareholders will pay their respective expenses, if any,
incurred in connection with the Transaction.

     14.  For federal income tax purposes, Target Fund qualifies as a regulated
investment company, and the provisions of Sections 851 through 855 of the Code
apply to Target Fund for its current taxable year beginning October 1, 1997 and
will continue to apply to it through the Exchange Date.

     In that regard, Target Fund will declare to Target Fund shareholders of
record on or prior to the Exchange Date a dividend or dividends which together
with all previous such dividends shall have the effect of distributing all of
Target Fund's investment company taxable income (see Code Section 852) (computed
without regard to any deduction for dividends paid) and all of Target Fund's net
realized capital gain (after reduction for any capital loss carryover) in each
case for both the taxable year ending September 30, 1997 and the short taxable
period beginning on October 1, 1997 and ending on the Exchange Date.  Such
dividends will be made to ensure continued qualification of Target Fund as a
regulated investment company for tax purposes and to eliminate fund-level tax.

     15.  For federal income tax purposes, Acquiring Fund qualifies as a
regulated investment company, and the provisions of Section 851 through 855 of
the Code apply to Acquiring Fund for its current taxable year beginning July 1,
1997 and will continue to apply to it through the Exchange Date.

     16.  Acquiring Fund does not own, directly or indirectly, nor has it owned
during the past five years, directly or indirectly, any Target Fund Shares.

     17.  There is no intercorporate indebtedness existing between Target Fund
and Acquiring Fund.

     18.  Target Fund will distribute the Acquiring Fund Shares it receives in
the Transaction to its shareholders as provided in the Agreement.

     19.  Target Fund is not under the jurisdiction of a court in a Title 11 or
similar case within the meaning of Section 368(a)(3)(A) of the Code.

     Based on the foregoing representations and our review of the documents and
items referred to above, we are of the opinion that for federal income tax
purposes:

   (i)    No gain or loss will be recognized by Target Fund upon the transfer of
          Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund
          Shares and the assumption by Acquiring Fund of the liabilities of
          Target Fund;



<PAGE>


                                        -6-                         May 29, 1998


   (ii)   No gain or loss will be recognized by the Target Fund shareholders
          upon the exchange of their Target Fund Shares for Acquiring Fund
          Shares;

   (iii)  The basis of Acquiring Fund Shares a Target Fund shareholder receives
          in connection with the Transaction will be the same as the basis of
          his or her Target Fund Shares exchanged therefor;

   (iv)   A Target Fund shareholder's holding period for his or her Acquiring
          Fund Shares will be determined by including the period for which he or
          she held the Target Fund Shares exchanged therefor, provided that he
          or she held such Target Fund Shares as capital assets;

   (v)    No gain or loss will be recognized by Acquiring Fund upon the receipt
          of the assets of Target Fund in exchange for Acquiring Fund Shares and
          the assumption by Acquiring Fund of the liabilities of Target Fund;

   (vi)   The basis in the hands of Acquiring Fund of the assets of Target Fund
          transferred to Acquiring Fund in the Transaction will be the same as
          the basis of such assets in the hands of Target Fund immediately prior
          to the transfer; and

   (vii)  The holding periods of the assets of Target Fund in the hands of
          Acquiring Fund will include the periods during which such assets were
          held by Target Fund.

                                        Very truly yours,

                                    /s/ Ropes & Gray
                                        ------------

                                        Ropes & Gray

<PAGE>


                                        May 29, 1998


Marquis Funds
  -- Marquis Treasury Securities Money Market Fund
2 Olive Street
Boston, Massachusetts 02109

The One Group
  -- The One Group U.S. Treasury Securities Money Market Fund
3435 Stelzer Rd.
Columbus, Ohio 43219

Ladies and Gentlemen:

     We have acted as counsel in connection with the Agreement and Plan of
Reorganization (the "Agreement") dated as of May 18, 1998, The One Group U.S.
Treasury Securities Money Market Fund ("Acquiring Fund"), a series of The One
Group (the "One Group Trust"), a Massachusetts business trust, and the Marquis
Treasury Securities Money Market Fund ("Target Fund"), a series of the Marquis
Funds (the "Marquis Trust"), a Massachusetts business trust.  The Agreement
describes a proposed transaction (the "Transaction") to occur on or about August
10, 1998 (the "Exchange Date"), pursuant to which Acquiring Fund will acquire
substantially all of the assets of Target Fund in exchange for shares of
beneficial interest in Acquiring Fund (the "Acquiring Fund Shares") and the
assumption by Acquiring Fund of all of the liabilities of Target Fund following
which the Acquiring Fund Shares received by Target Fund will be distributed by
Target Fund to its shareholders in liquidation and termination of Target Fund.
This opinion as to certain federal income tax consequences of the Transaction is
furnished to you pursuant to Sections 9(g) and 10(g) of the Agreement.
Capitalized terms not defined herein are used herein as defined in the
Agreement.

     Target Fund is a series of the Marquis Fund which is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company.  Shares of Target Fund are redeemable at net
asset value at each shareholder's option.  Target Fund has elected to be a
regulated investment company for federal income tax purposes under Section 851
of the Internal Revenue Code of 1986, as amended (the "Code").


<PAGE>


                                        -2-                         May 29, 1998


     Acquiring Fund is a series of The One Group which is registered under the
1940 Act as an open-end management investment company.  Shares of Acquiring Fund
are redeemable at net asset value at each shareholder's option.

     For purposes of this opinion, we have considered the Agreement, the Proxy
Statement, the Registration Statement (including the items incorporated by
reference therein), and such other items as we have deemed necessary to render
this opinion.  In addition, you have represented to us the following facts,
occurrences and information upon which you have indicated we may rely in
rendering this opinion (whether or not contained or reflected in the documents
and items referred to above):

     1.   Target Fund will transfer to Acquiring Fund all of its assets, and
Acquiring Fund will assume all of the liabilities of Target Fund, as of the
Exchange Date.

     2.   The fair market value of the Acquiring Fund Shares received by each
Target Fund shareholder will be approximately equal to the fair market value of
the Target Fund shares surrendered in exchange therefor.  The Target Fund
shareholders will receive no consideration other than Acquiring Fund Shares
(which may include fractional shares) in exchange for their shares of beneficial
interest in Target Fund (the "Target Fund Shares").

     3.   None of the compensation received by any shareholder-employees of
Target Fund, if any, will be separate consideration for, or allocable to, any of
their Target Fund Shares; none of the Acquiring Fund Shares received by any
Target Fund shareholder-employees will be separate consideration for, or
allocable to, any employment; and the compensation paid to any Acquiring Fund or
Target Fund shareholder-employees, if any, will be for services actually
rendered and will be commensurate with amounts paid to third parties bargaining
at arm's length for similar services.

     4.   There is no plan or intention by any Target Fund shareholder who owns
5% or more of the total outstanding Target Fund Shares, and to the best of the
knowledge of the management of Target Fund, there is no plan or intention on the
part of the remaining Target Fund shareholders to sell, exchange, or otherwise
dispose of a number of Acquiring Fund Shares received in the Transaction that
would reduce Target Fund shareholders' ownership of Acquiring Fund Shares to a
number of Acquiring Fund Shares having a value, as of the date of the
Transaction, of less than 50 percent of the value of all of the formerly
outstanding Target Fund Shares as of the same date.  For purposes of this
representation, Acquiring Fund Shares or Target Fund Shares surrendered by
Target Fund shareholders in redemption or otherwise disposed of, where such
dispositions, if any, appear to be initiated by Target Fund shareholders in
connection with or as a result of the Agreement or the Transaction, will be
treated as outstanding Target Fund Shares on the date of the Transaction.


<PAGE>


                                        -3-                         May 29, 1998


     5.   Acquiring Fund has no plan or intention to reacquire any of the
Acquiring Fund Shares issued in the Transaction, except for Acquiring Fund
Shares reacquired in the ordinary course of its business as an open-end
investment company.

     6.   Acquiring Fund will acquire at least 90 percent of the fair market
value of the net assets and at least 70 percent of the fair market value of the
gross assets held by Target Fund immediately prior to the Transaction.  For
purposes of this representation, (a) amounts paid by Target Fund, out of the
assets of Target Fund, to Target Fund shareholders in redemption of Target Fund
Shares, where such redemptions, if any, appear to be initiated by Target Fund
shareholders in connection with or as a result of the Agreement or the
Transaction, (b) amounts used by Target Fund to pay expenses of the Transaction,
and (c) amounts used to effect all redemptions and distributions (except for
regular, normal dividends declared and paid in order to ensure Target Fund's
continued qualification as a regulated investment company and to avoid fund-
level tax (including for this purpose any dividends referred to in
representation 14 herein)) made by Target Fund immediately preceding the
transfer will be included as assets of Target Fund held immediately prior to the
Transaction.  Further, to the best of the knowledge of the managements of each
of Acquiring Fund and Target Fund, this representation will remain true even if
the amounts, if any, that Acquiring Fund pays after the Transaction to Acquiring
Fund shareholders who are former Target Fund shareholders in redemption of
Acquiring Fund Shares received in exchange for Target Fund Shares, where such
redemptions, if any, appear to be initiated by such shareholders in connection
with or as a result of the Agreement or the Transaction, are considered to be
assets of Target Fund that were not transferred to Acquiring Fund.

     7.   The fair market value of the assets transferred to Acquiring Fund by
Target Fund will equal or exceed the sum of the liabilities to be assumed by
Acquiring Fund.

     8.   In the Transaction Target Fund will transfer to Acquiring Fund at
least 50% of its historic business assets (see definition below).

     9.    Following the Transaction, Acquiring Fund will continue to use a
significant portion (in this case, at least 50%) of the historic business assets
of Target Fund.  Specifically, Acquiring Fund will use such significant portion
of Target Fund's historic business assets in its business by continuing to hold
at least such portion of the total assets transferred to it by Target Fund.
That is, Acquiring Fund will continue to hold historic business assets of Target
Fund, defined for purposes of this opinion as those assets transferred to it on
the Exchange Date which were either (i) acquired by Target Fund prior to its
management's decision to propose to its Trustees that it transfer any or all of
its assets to Acquiring Fund, or (ii) acquired subsequent to such decision but
not with a view to the Agreement or the Transaction, in an amount equal to at
least 50% of the assets in Target Fund's portfolio held on the Exchange Date, as
increased by the amounts, if any, that Target Fund paid to its shareholders in
redemption of its shares, where such redemptions, if any, appear to have been
initiated by such shareholders in connection with or as a result of the


<PAGE>


                                        -4-                         May 29, 1998


Agreement or Transaction.  In making this determination, dispositions made in 
the ordinary course of Acquiring Fund's business as an open-end investment 
company (I.E., dispositions made in the ordinary course of business and 
independent of the Transaction) shall not be taken into account.  In 
addition, following the Transaction, Acquiring Fund will continue the 
historic business of Target Fund as an open-end investment company that is a 
"money market fund" subject to the provisions of Rule 2a-7 under the 1940 Act 
that invests in U.S. Treasury obligations and repurchase agreements involving 
such obligations.

     10.  Acquiring Fund has no plan or intention to sell or otherwise dispose
of any of the assets of Target Fund acquired in the Transaction, except for (i)
dispositions made in the ordinary course of its business as a series of an
open-end investment company (I.E., dispositions made in the ordinary course of
business and independent of the Transaction) [and (ii) dispositions made by
Acquiring Fund to realign its portfolio in order to reflect its investment
objective and conform to its investment restrictions and/or to maintain its
qualification as a "regulated investment company" for federal income tax
purposes under section 851 of the Code ("Realignment Dispositions"), which
Realignment Dispositions shall be limited to the extent required by the above
representation relating to the continued use by Acquiring Fund of the historic
business assets of Target Fund.  For purposes of this representation,
Realignment Dispositions made by Target Fund, if any, will be considered to have
been made by Acquiring Fund].

     11.  The liabilities of Target Fund to be assumed by Acquiring Fund were
incurred by Target Fund in the ordinary course of its business and are
associated with the assets transferred to Acquiring Fund.  For purposes of this
paragraph, expenses of the Transaction are not treated as liabilities.

     12.  The Transaction will offer shareholders of the Target Fund an enhanced
range of investment options, the ability to benefit from possible economies of
scale due to the Acquiring Fund's larger size relative to the Target Fund, and
increased investment leverage and market presence.

     13.  All fees and expenses, including accounting expenses, portfolio 
transfer taxes (if any) or other similar expenses incurred in connection with 
the Reorganization will be paid by the party directly incurring such fees and 
expenses, except that the costs of proxy materials and proxy solicitation, 
including legal expenses, will be borne by Banc One Investment Advisors 
Corporation; provided however, that such expenses will in any event be paid 
by the party directly incurring such expenses if and to the extent that the 
payment by the other party of such expenses would result in the 
disqualification of either of the Target Fund or the Acquiring Fund as a 
regulated investment company under the Code. All such fees and expenses 
incurred and borne by any party to the Transaction shall be solely and 
directly related to the Transaction and shall be paid directly such, as the 
case may be, to the relevant providers of services or other payees, in 
accordance with the principles set forth in Rev. Rul. 73-54, 1973-1 C.B. 187.

<PAGE>


                                        -5-                         May 29, 1998


     Target Fund shareholders will pay their respective expenses, if any,
incurred in connection with the Transaction.

     14.  For federal income tax purposes, Target Fund qualifies as a regulated
investment company, and the provisions of Sections 851 through 855 of the Code
apply to Target Fund for its current taxable year beginning October 1, 1997 and
will continue to apply to it through the Exchange Date.

     In that regard, Target Fund will declare to Target Fund shareholders of
record on or prior to the Exchange Date a dividend or dividends which together
with all previous such dividends shall have the effect of distributing all of
Target Fund's investment company taxable income (see Code Section 852) (computed
without regard to any deduction for dividends paid) and all of Target Fund's net
realized capital gain (after reduction for any capital loss carryover) in each
case for both the taxable year ending September 30, 1997 and the short taxable
period beginning on October 1, 1997 and ending on the Exchange Date.  Such
dividends will be made to ensure continued qualification of Target Fund as a
regulated investment company for tax purposes and to eliminate fund-level tax.

     15.  For federal income tax purposes, Acquiring Fund qualifies as a
regulated investment company, and the provisions of Section 851 through 855 of
the Code apply to Acquiring Fund for its current taxable year beginning July 1,
1997 and will continue to apply to it through the Exchange Date.

     16.  Acquiring Fund does not own, directly or indirectly, nor has it owned
during the past five years, directly or indirectly, any Target Fund Shares.

     17.  There is no intercorporate indebtedness existing between Target Fund
and Acquiring Fund.

     18.  Target Fund will distribute the Acquiring Fund Shares it receives in
the Transaction to its shareholders as provided in the Agreement.

     19.   Target Fund is not under the jurisdiction of a court in a Title 11 or
similar case within the meaning of Section 368(a)(3)(A) of the Code.

     Based on the foregoing representations and our review of the documents and
items referred to above, we are of the opinion that for federal income tax
purposes:

   (i)    No gain or loss will be recognized by Target Fund upon the transfer of
          Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund
          Shares and the assumption by Acquiring Fund of the liabilities of
          Target Fund;



<PAGE>


                                        -6-                         May 29, 1998


   (ii)   No gain or loss will be recognized by the Target Fund shareholders
          upon the exchange of their Target Fund Shares for Acquiring Fund
          Shares;

   (iii)  The basis of Acquiring Fund Shares a Target Fund shareholder receives
          in connection with the Transaction will be the same as the basis of
          his or her Target Fund Shares exchanged therefor;

   (iv)   A Target Fund shareholder's holding period for his or her Acquiring
          Fund Shares will be determined by including the period for which he or
          she held the Target Fund Shares exchanged therefor, provided that he
          or she held such Target Fund Shares as capital assets;

   (v)    No gain or loss will be recognized by Acquiring Fund upon the receipt
          of the assets of Target Fund in exchange for Acquiring Fund Shares and
          the assumption by Acquiring Fund of the liabilities of Target Fund;

   (vi)   The basis in the hands of Acquiring Fund of the assets of Target Fund
          transferred to Acquiring Fund in the Transaction will be the same as
          the basis of such assets in the hands of Target Fund immediately prior
          to the transfer; and

   (vii)  The holding periods of the assets of Target Fund in the hands of
          Acquiring Fund will include the periods during which such assets were
          held by Target Fund.

                                        Very truly yours,

                                    /s/ Ropes & Gray
                                        ------------

                                        Ropes & Gray

<PAGE>


                                        May 29, 1998


Marquis Funds
  -- Marquis Tax-Exempt Money Market Fund
2 Olive Street
Boston, Massachusetts 02109

The One Group
  -- The One Group Municipal Money Market Fund
3435 Stelzer Rd.
Columbus, Ohio 43219

Ladies and Gentlemen:

     We have acted as counsel in connection with the Agreement and Plan of
Reorganization (the "Agreement") dated as of May 18, 1998, The One Group
Municipal Money Market Fund ("Acquiring Fund"), a series of The One Group (the
"One Group Trust"), a Massachusetts business trust, and the Marquis Tax-Exempt
Money Market Fund ("Target Fund"), a series of the Marquis Funds (the "Marquis
Trust"), a Massachusetts business trust.  The Agreement describes a proposed
transaction (the "Transaction") to occur on or about August 10, 1998 (the
"Exchange Date"), pursuant to which Acquiring Fund will acquire substantially
all of the assets of Target Fund in exchange for shares of beneficial interest
in Acquiring Fund (the "Acquiring Fund Shares") and the assumption by Acquiring
Fund of all of the liabilities of Target Fund following which the Acquiring Fund
Shares received by Target Fund will be distributed by Target Fund to its
shareholders in liquidation and termination of Target Fund.  This opinion as to
certain federal income tax consequences of the Transaction is furnished to you
pursuant to Sections 9(g) and 10(g) of the Agreement.  Capitalized terms not
defined herein are used herein as defined in the Agreement.

     Target Fund is a series of the Marquis Fund which is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company.  Shares of Target Fund are redeemable at net
asset value at each shareholder's option.  Target Fund has elected to be a
regulated investment company for federal income tax purposes under Section 851
of the Internal Revenue Code of 1986, as amended (the "Code").


<PAGE>


                                        -2-                         May 29, 1998


     Acquiring Fund is a series of The One Group which is registered under the
1940 Act as an open-end management investment company.  Shares of Acquiring Fund
are redeemable at net asset value at each shareholder's option.

     For purposes of this opinion, we have considered the Agreement, the Proxy
Statement, the Registration Statement (including the items incorporated by
reference therein), and such other items as we have deemed necessary to render
this opinion.  In addition, you have represented to us the following facts,
occurrences and information upon which you have indicated we may rely in
rendering this opinion (whether or not contained or reflected in the documents
and items referred to above):

     1.   Target Fund will transfer to Acquiring Fund all of its assets, and
Acquiring Fund will assume all of the liabilities of Target Fund, as of the
Exchange Date.

     2.   The fair market value of the Acquiring Fund Shares received by each
Target Fund shareholder will be approximately equal to the fair market value of
the Target Fund shares surrendered in exchange therefor.  The Target Fund
shareholders will receive no consideration other than Acquiring Fund Shares
(which may include fractional shares) in exchange for their shares of beneficial
interest in Target Fund (the "Target Fund Shares").

     3.    None of the compensation received by any shareholder-employees of
Target Fund, if any, will be separate consideration for, or allocable to, any of
their Target Fund Shares; none of the Acquiring Fund Shares received by any
Target Fund shareholder-employees will be separate consideration for, or
allocable to, any employment; and the compensation paid to any Acquiring Fund or
Target Fund shareholder-employees, if any, will be for services actually
rendered and will be commensurate with amounts paid to third parties bargaining
at arm's length for similar services.

     4.    There is no plan or intention by any Target Fund shareholder who owns
5% or more of the total outstanding Target Fund Shares, and to the best of the
knowledge of the management of Target Fund, there is no plan or intention on the
part of the remaining Target Fund shareholders to sell, exchange, or otherwise
dispose of a number of Acquiring Fund Shares received in the Transaction that
would reduce Target Fund shareholders' ownership of Acquiring Fund Shares to a
number of Acquiring Fund Shares having a value, as of the date of the
Transaction, of less than 50 percent of the value of all of the formerly
outstanding Target Fund Shares as of the same date.  For purposes of this
representation, Acquiring Fund Shares or Target Fund Shares surrendered by
Target Fund shareholders in redemption or otherwise disposed of, where such
dispositions, if any, appear to be initiated by Target Fund shareholders in
connection with or as a result of the Agreement or the Transaction, will be
treated as outstanding Target Fund Shares on the date of the Transaction.


<PAGE>


                                        -3-                         May 29, 1998


     5.   Acquiring Fund has no plan or intention to reacquire any of the
Acquiring Fund Shares issued in the Transaction, except for Acquiring Fund
Shares reacquired in the ordinary course of its business as an open-end
investment company.

     6.   Acquiring Fund will acquire at least 90 percent of the fair market
value of the net assets and at least 70 percent of the fair market value of the
gross assets held by Target Fund immediately prior to the Transaction.  For
purposes of this representation, (a) amounts paid by Target Fund, out of the
assets of Target Fund, to Target Fund shareholders in redemption of Target Fund
Shares, where such redemptions, if any, appear to be initiated by Target Fund
shareholders in connection with or as a result of the Agreement or the
Transaction, (b) amounts used by Target Fund to pay expenses of the Transaction,
and (c) amounts used to effect all redemptions and distributions (except for
regular, normal dividends declared and paid in order to ensure Target Fund's
continued qualification as a regulated investment company and to avoid fund-
level tax (including for this purpose any dividends referred to in
representation 14 herein)) made by Target Fund immediately preceding the
transfer will be included as assets of Target Fund held immediately prior to the
Transaction.  Further, to the best of the knowledge of the managements of each
of Acquiring Fund and Target Fund, this representation will remain true even if
the amounts, if any, that Acquiring Fund pays after the Transaction to Acquiring
Fund shareholders who are former Target Fund shareholders in redemption of
Acquiring Fund Shares received in exchange for Target Fund Shares, where such
redemptions, if any, appear to be initiated by such shareholders in connection
with or as a result of the Agreement or the Transaction, are considered to be
assets of Target Fund that were not transferred to Acquiring Fund.

     7.   The fair market value of the assets transferred to Acquiring Fund by
Target Fund will equal or exceed the sum of the liabilities to be assumed by
Acquiring Fund.

     8.   In the Transaction Target Fund will transfer to Acquiring Fund at
least 50% of its historic business assets (see definition below).

     9.   Following the Transaction, Acquiring Fund will continue to use a
significant portion (in this case, at least 50%) of the historic business assets
of Target Fund.  Specifically, Acquiring Fund will use such significant portion
of Target Fund's historic business assets in its business by continuing to hold
at least such portion of the total assets transferred to it by Target Fund.
That is, Acquiring Fund will continue to hold historic business assets of Target
Fund, defined for purposes of this opinion as those assets transferred to it on
the Exchange Date which were either (i) acquired by Target Fund prior to its
management's decision to propose to its Trustees that it transfer any or all of
its assets to Acquiring Fund, or (ii) acquired subsequent to such decision but
not with a view to the Agreement or the Transaction, in an amount equal to at
least 50% of the assets in Target Fund's portfolio held on the Exchange Date, as
increased by the amounts, if any, that Target Fund paid to its shareholders in
redemption of its shares, where such redemptions, if any, appear to have been
initiated by such shareholders in connection with or as a result of the


<PAGE>


                                        -4-                         May 29, 1998


Agreement or Transaction.  In making this determination, dispositions made in
the ordinary course of Acquiring Fund's business as an open-end investment
company (I.E., dispositions made in the ordinary course of business and
independent of the Transaction) shall not be taken into account.  In addition,
following the Transaction, Acquiring Fund will continue the historic business of
Target Fund as an open-end investment company that is a "money market fund"
subject to the provisions of Rule 2a-7 under the 1940 Act that invests in
obligations the interest of which is exempt from federal tax.

     10.  Acquiring Fund has no plan or intention to sell or otherwise dispose
of any of the assets of Target Fund acquired in the Transaction, except for (i)
dispositions made in the ordinary course of its business as a series of an
open-end investment company (I.E., dispositions made in the ordinary course of
business and independent of the Transaction) [and (ii) dispositions made by
Acquiring Fund to realign its portfolio in order to reflect its investment
objective and conform to its investment restrictions and/or to maintain its
qualification as a "regulated investment company" for federal income tax
purposes under section 851 of the Code ("Realignment Dispositions"), which
Realignment Dispositions shall be limited to the extent required by the above
representation relating to the continued use by Acquiring Fund of the historic
business assets of Target Fund.  For purposes of this representation,
Realignment Dispositions made by Target Fund, if any, will be considered to have
been made by Acquiring Fund].

     11.  The liabilities of Target Fund to be assumed by Acquiring Fund were
incurred by Target Fund in the ordinary course of its business and are
associated with the assets transferred to Acquiring Fund.  For purposes of this
paragraph, expenses of the Transaction are not treated as liabilities.

     12.  The Transaction will offer shareholders of the Target Fund an 
enhanced range of investment options, the ability to benefit from possible 
economies of scale due to the Acquiring Fund's larger size relative to the 
Target Fund, and increased investment leverage and market presence.

     13.  All fees and expenses, including accounting expenses, portfolio 
transfer taxes (if any) or other similar expenses incurred in connection with 
the Reorganization will be paid by the party directly incurring such fees and 
expenses, except that the costs of proxy materials and proxy solicitation, 
including legal expenses, will be borne by Banc One Investment Advisors 
Corporation; provided however, that such expenses will in any event be paid 
by the party directly incurring such expenses if and to the extent that the 
payment by the other party of such expenses would result in the 
disqualification of either of the Target Fund or the Acquiring Fund as a 
regulated investment company under the Code. All such fees and expenses 
incurred and borne by any party to the Transaction shall be solely and 
directly related to the Transaction and shall be paid directly such, as the 
case may be, to the relevant providers of services or other payees, in 
accordance with the principles set forth in Rev. Rul. 73-54, 1973-1 C.B. 187.

<PAGE>


                                        -5-                         May 29, 1998


     Target Fund shareholders will pay their respective expenses, if any,
incurred in connection with the Transaction.

     14.  For federal income tax purposes, Target Fund qualifies as a regulated
investment company, and the provisions of Sections 851 through 855 of the Code
apply to Target Fund for its current taxable year beginning October 1, 1997 and
will continue to apply to it through the Exchange Date.

     In that regard, Target Fund will declare to Target Fund shareholders of
record on or prior to the Exchange Date a dividend or dividends which together
with all previous such dividends shall have the effect of distributing all of
Target Fund's investment company taxable income (see Code Section 852) (computed
without regard to any deduction for dividends paid) and all of Target Fund's net
realized capital gain (after reduction for any capital loss carryover) in each
case for both the taxable year ending September 30, 1997 and the short taxable
period beginning on October 1, 1997 and ending on the Exchange Date.  Such
dividends will be made to ensure continued qualification of Target Fund as a
regulated investment company for tax purposes and to eliminate fund-level tax.

     15.  For federal income tax purposes, Acquiring Fund qualifies as a
regulated investment company, and the provisions of Section 851 through 855 of
the Code apply to Acquiring Fund for its current taxable year beginning July 1,
1997 and will continue to apply to it through the Exchange Date.

     16.  Acquiring Fund does not own, directly or indirectly, nor has it owned
during the past five years, directly or indirectly, any Target Fund Shares.

     17.  There is no intercorporate indebtedness existing between Target Fund
and Acquiring Fund.

     18.  Target Fund will distribute the Acquiring Fund Shares it receives in
the Transaction to its shareholders as provided in the Agreement.

     19.  Target Fund is not under the jurisdiction of a court in a Title 11 or
similar case within the meaning of Section 368(a)(3)(A) of the Code.

     Based on the foregoing representations and our review of the documents and
items referred to above, we are of the opinion that for federal income tax
purposes:

   (i)    No gain or loss will be recognized by Target Fund upon the transfer of
          Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund
          Shares and the assumption by Acquiring Fund of the liabilities of
          Target Fund;


<PAGE>



                                        -6-                         May 29, 1998


   (ii)   No gain or loss will be recognized by the Target Fund shareholders
          upon the exchange of their Target Fund Shares for Acquiring Fund
          Shares;

   (iii)  The basis of Acquiring Fund Shares a Target Fund shareholder receives
          in connection with the Transaction will be the same as the basis of
          his or her Target Fund Shares exchanged therefor;

   (iv)   A Target Fund shareholder's holding period for his or her Acquiring
          Fund Shares will be determined by including the period for which he or
          she held the Target Fund Shares exchanged therefor, provided that he
          or she held such Target Fund Shares as capital assets;

   (v)    No gain or loss will be recognized by Acquiring Fund upon the receipt
          of the assets of Target Fund in exchange for Acquiring Fund Shares and
          the assumption by Acquiring Fund of the liabilities of Target Fund;

   (vi)   The basis in the hands of Acquiring Fund of the assets of Target Fund
          transferred to Acquiring Fund in the Transaction will be the same as
          the basis of such assets in the hands of Target Fund immediately prior
          to the transfer; and

   (vii)  The holding periods of the assets of Target Fund in the hands of
          Acquiring Fund will include the periods during which such assets were
          held by Target Fund.

                                        Very truly yours,

                                    /s/ Ropes & Gray
                                        ------------

                                        Ropes & Gray

<PAGE>


                                        May 29, 1998


Marquis Funds
  -- Marquis Government Securities Fund
2 Olive Street
Boston, Massachusetts 02109

The One Group
  -- The One Group Government Bond Fund
3435 Stelzer Rd.
Columbus, Ohio 43219

Ladies and Gentlemen:

     We have acted as counsel in connection with the Agreement and Plan of
Reorganization (the "Agreement") dated as of May 18, 1998, The One Group
Government Bond Fund ("Acquiring Fund"), a series of The One Group (the "One
Group Trust"), a Massachusetts business trust, and the Marquis Government
Securities Fund ("Target Fund"), a series of the Marquis Funds (the "Marquis
Trust"), a Massachusetts business trust.  The Agreement describes a proposed
transaction (the "Transaction") to occur on or about August 10, 1998 (the
"Exchange Date"), pursuant to which Acquiring Fund will acquire substantially
all of the assets of Target Fund in exchange for shares of beneficial interest
in Acquiring Fund (the "Acquiring Fund Shares") and the assumption by Acquiring
Fund of all of the liabilities of Target Fund following which the Acquiring Fund
Shares received by Target Fund will be distributed by Target Fund to its
shareholders in liquidation and termination of Target Fund.  This opinion as to
certain federal income tax consequences of the Transaction is furnished to you
pursuant to Sections 9(g) and 10(g) of the Agreement.  Capitalized terms not
defined herein are used herein as defined in the Agreement.

     Target Fund is a series of the Marquis Fund which is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company.  Shares of Target Fund are redeemable at net
asset value at each shareholder's option.  Target Fund has elected to be a
regulated investment company for federal income tax purposes under Section 851
of the Internal Revenue Code of 1986, as amended (the "Code").


<PAGE>


                                        -2-                         May 29, 1998


     Acquiring Fund is a series of The One Group which is registered under the
1940 Act as an open-end management investment company.  Shares of Acquiring Fund
are redeemable at net asset value at each shareholder's option.

     For purposes of this opinion, we have considered the Agreement, the Proxy
Statement, the Registration Statement (including the items incorporated by
reference therein), and such other items as we have deemed necessary to render
this opinion.  In addition, you have represented to us the following facts,
occurrences and information upon which you have indicated we may rely in
rendering this opinion (whether or not contained or reflected in the documents
and items referred to above):

     1.   Target Fund will transfer to Acquiring Fund all of its assets, and
Acquiring Fund will assume all of the liabilities of Target Fund, as of the
Exchange Date.

     2.   The fair market value of the Acquiring Fund Shares received by each
Target Fund shareholder will be approximately equal to the fair market value of
the Target Fund shares surrendered in exchange therefor.  The Target Fund
shareholders will receive no consideration other than Acquiring Fund Shares
(which may include fractional shares) in exchange for their shares of beneficial
interest in Target Fund (the "Target Fund Shares").

     3.   None of the compensation received by any shareholder-employees of
Target Fund, if any, will be separate consideration for, or allocable to, any of
their Target Fund Shares; none of the Acquiring Fund Shares received by any
Target Fund shareholder-employees will be separate consideration for, or
allocable to, any employment; and the compensation paid to any Acquiring Fund or
Target Fund shareholder-employees, if any, will be for services actually
rendered and will be commensurate with amounts paid to third parties bargaining
at arm's length for similar services.

     4.   There is no plan or intention by any Target Fund shareholder who owns
5% or more of the total outstanding Target Fund Shares, and to the best of the
knowledge of the management of Target Fund, there is no plan or intention on the
part of the remaining Target Fund shareholders to sell, exchange, or otherwise
dispose of a number of Acquiring Fund Shares received in the Transaction that
would reduce Target Fund shareholders' ownership of Acquiring Fund Shares to a
number of Acquiring Fund Shares having a value, as of the date of the
Transaction, of less than 50 percent of the value of all of the formerly
outstanding Target Fund Shares as of the same date.  For purposes of this
representation, Acquiring Fund Shares or Target Fund Shares surrendered by
Target Fund shareholders in redemption or otherwise disposed of, where such
dispositions, if any, appear to be initiated by Target Fund shareholders in
connection with or as a result of the Agreement or the Transaction, will be
treated as outstanding Target Fund Shares on the date of the Transaction.


<PAGE>


                                        -3-                         May 29, 1998


     5.   Acquiring Fund has no plan or intention to reacquire any of the
Acquiring Fund Shares issued in the Transaction, except for Acquiring Fund
Shares reacquired in the ordinary course of its business as an open-end
investment company.

     6.   Acquiring Fund will acquire at least 90 percent of the fair market
value of the net assets and at least 70 percent of the fair market value of the
gross assets held by Target Fund immediately prior to the Transaction.  For
purposes of this representation, (a) amounts paid by Target Fund, out of the
assets of Target Fund, to Target Fund shareholders in redemption of Target Fund
Shares, where such redemptions, if any, appear to be initiated by Target Fund
shareholders in connection with or as a result of the Agreement or the
Transaction, (b) amounts used by Target Fund to pay expenses of the Transaction,
and (c) amounts used to effect all redemptions and distributions (except for
regular, normal dividends declared and paid in order to ensure Target Fund's
continued qualification as a regulated investment company and to avoid fund-
level tax (including for this purpose any dividends referred to in
representation 14 herein)) made by Target Fund immediately preceding the
transfer will be included as assets of Target Fund held immediately prior to the
Transaction.  Further, to the best of the knowledge of the managements of each
of Acquiring Fund and Target Fund, this representation will remain true even if
the amounts, if any, that Acquiring Fund pays after the Transaction to Acquiring
Fund shareholders who are former Target Fund shareholders in redemption of
Acquiring Fund Shares received in exchange for Target Fund Shares, where such
redemptions, if any, appear to be initiated by such shareholders in connection
with or as a result of the Agreement or the Transaction, are considered to be
assets of Target Fund that were not transferred to Acquiring Fund.

     7.   The fair market value of the assets transferred to Acquiring Fund by
Target Fund will equal or exceed the sum of the liabilities to be assumed by
Acquiring Fund.

     8.   In the Transaction Target Fund will transfer to Acquiring Fund at
least 50% of its historic business assets (see definition below).

     9.   Following the Transaction, Acquiring Fund will continue to use a
significant portion (in this case, at least 50%) of the historic business assets
of Target Fund.  Specifically, Acquiring Fund will use such significant portion
of Target Fund's historic business assets in its business by continuing to hold
at least such portion of the total assets transferred to it by Target Fund.
That is, Acquiring Fund will continue to hold historic business assets of Target
Fund, defined for purposes of this opinion as those assets transferred to it on
the Exchange Date which were either (i) acquired by Target Fund prior to its
management's decision to propose to its Trustees that it transfer any or all of
its assets to Acquiring Fund, or (ii) acquired subsequent to such decision but
not with a view to the Agreement or the Transaction, in an amount equal to at
least 50% of the assets in Target Fund's portfolio held on the Exchange Date, as
increased by the amounts, if any, that Target Fund paid to its shareholders in
redemption of its shares, where such redemptions, if any, appear to have been
initiated by such shareholders in connection with or as a result of the


<PAGE>


                                        -4-                         May 29, 1998


Agreement or Transaction.  In making this determination, dispositions made in
the ordinary course of Acquiring Fund's business as an open-end investment
company (I.E., dispositions made in the ordinary course of business and
independent of the Transaction) shall not be taken into account.  In addition,
following the Transaction, Acquiring Fund will continue the historic business of
Target Fund as an open-end investment company that seeks to provide current
income by investing primarily in U.S. Government securities.

     10.  Acquiring Fund has no plan or intention to sell or otherwise dispose
of any of the assets of Target Fund acquired in the Transaction, except for (i)
dispositions made in the ordinary course of its business as a series of an
open-end investment company (I.E., dispositions made in the ordinary course of
business and independent of the Transaction) [and (ii) dispositions made by
Acquiring Fund to realign its portfolio in order to reflect its investment
objective and conform to its investment restrictions and/or to maintain its
qualification as a "regulated investment company" for federal income tax
purposes under section 851 of the Code ("Realignment Dispositions"), which
Realignment Dispositions shall be limited to the extent required by the above
representation relating to the continued use by Acquiring Fund of the historic
business assets of Target Fund.  For purposes of this representation,
Realignment Dispositions made by Target Fund, if any, will be considered to have
been made by Acquiring Fund].

     11.  The liabilities of Target Fund to be assumed by Acquiring Fund were
incurred by Target Fund in the ordinary course of its business and are
associated with the assets transferred to Acquiring Fund.  For purposes of this
paragraph, expenses of the Transaction are not treated as liabilities.

     12.  The Transaction will offer shareholders of the Target Fund an 
enhanced range of investment options, the ability to benefit from possible 
economies of scale due to the Acquiring Fund's larger size relative to the 
Target Fund, and increased investment leverage and market presence.

     13.  All fees and expenses, including accounting expenses, portfolio 
transfer taxes (if any) or other similar expenses incurred in connection with 
the Reorganization will be paid by the party directly incurring such fees and 
expenses, except that the costs of proxy materials and proxy solicitation, 
including legal expenses, will be borne by Banc One Investment Advisors 
Corporation; provided however, that such expenses will in any event be paid 
by the party directly incurring such expenses if and to the extent that the 
payment by the other party of such expenses would result in the 
disqualification of either of the Target Fund or the Acquiring Fund as a 
regulated investment company under the Code. All such fees and expenses 
incurred and borne by any party to the Transaction shall be solely and 
directly related to the Transaction and shall be paid directly such, as the 
case may be, to the relevant providers of services or other payees, in 
accordance with the principles set forth in Rev. Rul. 73-54, 1973-1 C.B. 187.

<PAGE>


                                        -5-                         May 29, 1998


     Target Fund shareholders will pay their respective expenses, if any,
incurred in connection with the Transaction.

     14.  For federal income tax purposes, Target Fund qualifies as a regulated
investment company, and the provisions of Sections 851 through 855 of the Code
apply to Target Fund for its current taxable year beginning October 1, 1997 and
will continue to apply to it through the Exchange Date.

     In that regard, Target Fund will declare to Target Fund shareholders of
record on or prior to the Exchange Date a dividend or dividends which together
with all previous such dividends shall have the effect of distributing all of
Target Fund's investment company taxable income (see Code Section 852) (computed
without regard to any deduction for dividends paid) and all of Target Fund's net
realized capital gain (after reduction for any capital loss carryover) in each
case for both the taxable year ending September 30, 1997 and the short taxable
period beginning on October 1, 1997 and ending on the Exchange Date.  Such
dividends will be made to ensure continued qualification of Target Fund as a
regulated investment company for tax purposes and to eliminate fund-level tax.

     15.  For federal income tax purposes, Acquiring Fund qualifies as a
regulated investment company, and the provisions of Section 851 through 855 of
the Code apply to Acquiring Fund for its current taxable year beginning July 1,
1997 and will continue to apply to it through the Exchange Date.

     16.  Acquiring Fund does not own, directly or indirectly, nor has it owned
during the past five years, directly or indirectly, any Target Fund Shares.

     17.  There is no intercorporate indebtedness existing between Target Fund
and Acquiring Fund.

     18.  Target Fund will distribute the Acquiring Fund Shares it receives in
the Transaction to its shareholders as provided in the Agreement.

     19.  Target Fund is not under the jurisdiction of a court in a Title 11 or
similar case within the meaning of Section 368(a)(3)(A) of the Code.

     Based on the foregoing representations and our review of the documents and
items referred to above, we are of the opinion that for federal income tax
purposes:

   (i)    No gain or loss will be recognized by Target Fund upon the transfer of
          Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund
          Shares and the assumption by Acquiring Fund of the liabilities of
          Target Fund;


<PAGE>



                                        -6-                         May 29, 1998


   (ii)   No gain or loss will be recognized by the Target Fund shareholders
          upon the exchange of their Target Fund Shares for Acquiring Fund
          Shares;

   (iii)  The basis of Acquiring Fund Shares a Target Fund shareholder receives
          in connection with the Transaction will be the same as the basis of
          his or her Target Fund Shares exchanged therefor;

   (iv)   A Target Fund shareholder's holding period for his or her Acquiring
          Fund Shares will be determined by including the period for which he or
          she held the Target Fund Shares exchanged therefor, provided that he
          or she held such Target Fund Shares as capital assets;

   (v)    No gain or loss will be recognized by Acquiring Fund upon the receipt
          of the assets of Target Fund in exchange for Acquiring Fund Shares and
          the assumption by Acquiring Fund of the liabilities of Target Fund;

   (vi)   The basis in the hands of Acquiring Fund of the assets of Target Fund
          transferred to Acquiring Fund in the Transaction will be the same as
          the basis of such assets in the hands of Target Fund immediately prior
          to the transfer; and

   (vii)  The holding periods of the assets of Target Fund in the hands of
          Acquiring Fund will include the periods during which such assets were
          held by Target Fund.

                                        Very truly yours,

                                    /s/ Ropes & Gray
                                        ------------

                                        Ropes & Gray

<PAGE>


                                        May 29, 1998


Marquis Funds
  -- Marquis Strategic Income Bond Fund
2 Olive Street
Boston, Massachusetts 02109

The One Group
  -- The One Group Income Bond Fund
3435 Stelzer Rd.
Columbus, Ohio 43219

Ladies and Gentlemen:

     We have acted as counsel in connection with the Agreement and Plan of
Reorganization (the "Agreement") dated as of May 18, 1998, The One Group Income
Bond Fund ("Acquiring Fund"), a series of The One Group (the "One Group Trust"),
a Massachusetts business trust, and the Marquis Strategic Income Bond Fund
("Target Fund"), a series of the Marquis Funds (the "Marquis Trust"), a
Massachusetts business trust.  The Agreement describes a proposed transaction
(the "Transaction") to occur on or about August 10, 1998 (the "Exchange Date"),
pursuant to which Acquiring Fund will acquire substantially all of the assets of
Target Fund in exchange for shares of beneficial interest in Acquiring Fund (the
"Acquiring Fund Shares") and the assumption by Acquiring Fund of all of the
liabilities of Target Fund following which the Acquiring Fund Shares received by
Target Fund will be distributed by Target Fund to its shareholders in
liquidation and termination of Target Fund.  This opinion as to certain federal
income tax consequences of the Transaction is furnished to you pursuant to
Sections 9(g) and 10(g) of the Agreement.  Capitalized terms not defined herein
are used herein as defined in the Agreement.

     Target Fund is a series of the Marquis Fund which is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company.  Shares of Target Fund are redeemable at net
asset value at each shareholder's option.  Target Fund has elected to be a
regulated investment company for federal income tax purposes under Section 851
of the Internal Revenue Code of 1986, as amended (the "Code").


<PAGE>


                                        -2-                         May 29, 1998


     Acquiring Fund is a series of The One Group which is registered under the
1940 Act as an open-end management investment company.  Shares of Acquiring Fund
are redeemable at net asset value at each shareholder's option.

     For purposes of this opinion, we have considered the Agreement, the Proxy
Statement, the Registration Statement (including the items incorporated by
reference therein), and such other items as we have deemed necessary to render
this opinion.  In addition, you have represented to us the following facts,
occurrences and information upon which you have indicated we may rely in
rendering this opinion (whether or not contained or reflected in the documents
and items referred to above):

     1.   Target Fund will transfer to Acquiring Fund all of its assets, and
Acquiring Fund will assume all of the liabilities of Target Fund, as of the
Exchange Date.

     2.   The fair market value of the Acquiring Fund Shares received by each
Target Fund shareholder will be approximately equal to the fair market value of
the Target Fund shares surrendered in exchange therefor.  The Target Fund
shareholders will receive no consideration other than Acquiring Fund Shares
(which may include fractional shares) in exchange for their shares of beneficial
interest in Target Fund (the "Target Fund Shares").

     3.   None of the compensation received by any shareholder-employees of
Target Fund, if any, will be separate consideration for, or allocable to, any of
their Target Fund Shares; none of the Acquiring Fund Shares received by any
Target Fund shareholder-employees will be separate consideration for, or
allocable to, any employment; and the compensation paid to any Acquiring Fund or
Target Fund shareholder-employees, if any, will be for services actually
rendered and will be commensurate with amounts paid to third parties bargaining
at arm's length for similar services.

     4.   There is no plan or intention by any Target Fund shareholder who owns
5% or more of the total outstanding Target Fund Shares, and to the best of the
knowledge of the management of Target Fund, there is no plan or intention on the
part of the remaining Target Fund shareholders to sell, exchange, or otherwise
dispose of a number of Acquiring Fund Shares received in the Transaction that
would reduce Target Fund shareholders' ownership of Acquiring Fund Shares to a
number of Acquiring Fund Shares having a value, as of the date of the
Transaction, of less than 50 percent of the value of all of the formerly
outstanding Target Fund Shares as of the same date.  For purposes of this
representation, Acquiring Fund Shares or Target Fund Shares surrendered by
Target Fund shareholders in redemption or otherwise disposed of, where such
dispositions, if any, appear to be initiated by Target Fund shareholders in
connection with or as a result of the Agreement or the Transaction, will be
treated as outstanding Target Fund Shares on the date of the Transaction.


<PAGE>


                                        -3-                         May 29, 1998


     5.   Acquiring Fund has no plan or intention to reacquire any of the
Acquiring Fund Shares issued in the Transaction, except for Acquiring Fund
Shares reacquired in the ordinary course of its business as an open-end
investment company.

     6.   Acquiring Fund will acquire at least 90 percent of the fair market
value of the net assets and at least 70 percent of the fair market value of the
gross assets held by Target Fund immediately prior to the Transaction.  For
purposes of this representation, (a) amounts paid by Target Fund, out of the
assets of Target Fund, to Target Fund shareholders in redemption of Target Fund
Shares, where such redemptions, if any, appear to be initiated by Target Fund
shareholders in connection with or as a result of the Agreement or the
Transaction, (b) amounts used by Target Fund to pay expenses of the Transaction,
and (c) amounts used to effect all redemptions and distributions (except for
regular, normal dividends declared and paid in order to ensure Target Fund's
continued qualification as a regulated investment company and to avoid fund-
level tax (including for this purpose any dividends referred to in
representation 14 herein)) made by Target Fund immediately preceding the
transfer will be included as assets of Target Fund held immediately prior to the
Transaction.  Further, to the best of the knowledge of the managements of each
of Acquiring Fund and Target Fund, this representation will remain true even if
the amounts, if any, that Acquiring Fund pays after the Transaction to Acquiring
Fund shareholders who are former Target Fund shareholders in redemption of
Acquiring Fund Shares received in exchange for Target Fund Shares, where such
redemptions, if any, appear to be initiated by such shareholders in connection
with or as a result of the Agreement or the Transaction, are considered to be
assets of Target Fund that were not transferred to Acquiring Fund.

     7.   The fair market value of the assets transferred to Acquiring Fund by
Target Fund will equal or exceed the sum of the liabilities to be assumed by
Acquiring Fund.

     8.   In the Transaction Target Fund will transfer to Acquiring Fund at
least 50% of its historic business assets (see definition below).

     9.   Following the Transaction, Acquiring Fund will continue to use a
significant portion (in this case, at least 50%) of the historic business assets
of Target Fund.  Specifically, Acquiring Fund will use such significant portion
of Target Fund's historic business assets in its business by continuing to hold
at least such portion of the total assets transferred to it by Target Fund.
That is, Acquiring Fund will continue to hold historic business assets of Target
Fund, defined for purposes of this opinion as those assets transferred to it on
the Exchange Date which were either (i) acquired by Target Fund prior to its
management's decision to propose to its Trustees that it transfer any or all of
its assets to Acquiring Fund, or (ii) acquired subsequent to such decision but
not with a view to the Agreement or the Transaction, in an amount equal to at
least 50% of the assets in Target Fund's portfolio held on the Exchange Date, as
increased by the amounts, if any, that Target Fund paid to its shareholders in
redemption of its shares, where such redemptions, if any, appear to have been
initiated by such shareholders in connection with or as a result of the

<PAGE>

                                        -4-                         May 29, 1998


Agreement or Transaction.  In making this determination, dispositions made in
the ordinary course of Acquiring Fund's business as an open-end investment
company (I.E., dispositions made in the ordinary course of business and
independent of the Transaction) shall not be taken into account.  In addition,
following the Transaction, Acquiring Fund will continue the historic business of
Target Fund as an open-end investment company that seeks to provide current
income by investing primarily in investment grade debt securities.

     10.  Acquiring Fund has no plan or intention to sell or otherwise dispose
of any of the assets of Target Fund acquired in the Transaction, except for (i)
dispositions made in the ordinary course of its business as a series of an
open-end investment company (I.E., dispositions made in the ordinary course of
business and independent of the Transaction) and (ii) dispositions made by
Acquiring Fund to realign its portfolio in order to reflect its investment
objective and conform to its investment restrictions and/or to maintain its
qualification as a "regulated investment company" for federal income tax
purposes under section 851 of the Code ("Realignment Dispositions"), which
Realignment Dispositions shall be limited to the extent required by the above
representation relating to the continued use by Acquiring Fund of the historic
business assets of Target Fund.  For purposes of this representation,
Realignment Dispositions made by Target Fund, if any, will be considered to have
been made by Acquiring Fund.

     11.  The liabilities of Target Fund to be assumed by Acquiring Fund were
incurred by Target Fund in the ordinary course of its business and are
associated with the assets transferred to Acquiring Fund.  For purposes of this
paragraph, expenses of the Transaction are not treated as liabilities.

     12.  The Transaction will offer shareholders of the Target Fund an 
enhanced range of investment options, lower expense ratios, the ability to 
benefit from possible economies of scale due to the Acquiring Fund's larger 
size relative to the Target Fund, and increased investment leverage and 
market presence.

     13.  All fees and expenses, including accounting expenses, portfolio 
transfer taxes (if any) or other similar expenses incurred in connection with 
the Reorganization will be paid by the party directly incurring such fees and 
expenses, except that the costs of proxy materials and proxy solicitation, 
including legal expenses, will be borne by Banc One Investment Advisors 
Corporation; provided however, that such expenses will in any event be paid 
by the party directly incurring such expenses if and to the extent that the 
payment by the other party of such expenses would result in the 
disqualification of either of the Target Fund or the Acquiring Fund as a 
regulated investment company under the Code. All such fees and expenses 
incurred and borne by any party to the Transaction shall be solely and 
directly related to the Transaction and shall be paid directly such, as the 
case may be, to the relevant providers of services or other payees, in 
accordance with the principles set forth in Rev. Rul. 73-54, 1973-1 C.B. 187.

<PAGE>


                                        -5-                         May 29, 1998


     Target Fund shareholders will pay their respective expenses, if any,
incurred in connection with the Transaction.

     14.  For federal income tax purposes, Target Fund qualifies as a regulated
investment company, and the provisions of Sections 851 through 855 of the Code
apply to Target Fund for its current taxable year beginning October 1, 1997 and
will continue to apply to it through the Exchange Date.

     In that regard, Target Fund will declare to Target Fund shareholders of
record on or prior to the Exchange Date a dividend or dividends which together
with all previous such dividends shall have the effect of distributing all of
Target Fund's investment company taxable income (see Code Section 852) (computed
without regard to any deduction for dividends paid) and all of Target Fund's net
realized capital gain (after reduction for any capital loss carryover) in each
case for both the taxable year ending September 30, 1997 and the short taxable
period beginning on October 1, 1997 and ending on the Exchange Date.  Such
dividends will be made to ensure continued qualification of Target Fund as a
regulated investment company for tax purposes and to eliminate fund-level tax.

     15.  For federal income tax purposes, Acquiring Fund qualifies as a
regulated investment company, and the provisions of Section 851 through 855 of
the Code apply to Acquiring Fund for its current taxable year beginning July 1,
1997 and will continue to apply to it through the Exchange Date.

     16.  Acquiring Fund does not own, directly or indirectly, nor has it owned
during the past five years, directly or indirectly, any Target Fund Shares.

     17.  There is no intercorporate indebtedness existing between Target Fund
and Acquiring Fund.

     18.  Target Fund will distribute the Acquiring Fund Shares it receives in
the Transaction to its shareholders as provided in the Agreement.

     19.  Target Fund is not under the jurisdiction of a court in a Title 11 or
similar case within the meaning of Section 368(a)(3)(A) of the Code.

     Based on the foregoing representations and our review of the documents and
items referred to above, we are of the opinion that for federal income tax
purposes:

   (i)    No gain or loss will be recognized by Target Fund upon the transfer of
          Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund
          Shares and the assumption by Acquiring Fund of the liabilities of
          Target Fund;


<PAGE>


                                        -6-                         May 29, 1998



   (ii)   No gain or loss will be recognized by the Target Fund shareholders
          upon the exchange of their Target Fund Shares for Acquiring Fund
          Shares;

   (iii)  The basis of Acquiring Fund Shares a Target Fund shareholder receives
          in connection with the Transaction will be the same as the basis of
          his or her Target Fund Shares exchanged therefor;

   (iv)   A Target Fund shareholder's holding period for his or her Acquiring
          Fund Shares will be determined by including the period for which he or
          she held the Target Fund Shares exchanged therefor, provided that he
          or she held such Target Fund Shares as capital assets;

   (v)    No gain or loss will be recognized by Acquiring Fund upon the receipt
          of the assets of Target Fund in exchange for Acquiring Fund Shares and
          the assumption by Acquiring Fund of the liabilities of Target Fund;

   (vi)   The basis in the hands of Acquiring Fund of the assets of Target Fund
          transferred to Acquiring Fund in the Transaction will be the same as
          the basis of such assets in the hands of Target Fund immediately prior
          to the transfer; and

   (vii)  The holding periods of the assets of Target Fund in the hands of
          Acquiring Fund will include the periods during which such assets were
          held by Target Fund.

                                        Very truly yours,

                                    /s/ Ropes & Gray
                                        ------------

                                        Ropes & Gray

<PAGE>


                                        May 29, 1998


Marquis Funds
  -- Marquis Louisiana Tax-Free Income Fund
2 Olive Street
Boston, Massachusetts 02109

The One Group
  -- The One Group Louisiana Municipal Bond Fund
3435 Stelzer Rd.
Columbus, Ohio 43219

Ladies and Gentlemen:

     We have acted as counsel in connection with the Agreement and Plan of
Reorganization (the "Agreement") dated as of May 18, 1998, The One Group
Louisiana Municipal Bond Fund ("Acquiring Fund"), a series of The One Group (the
"One Group Trust"), a Massachusetts business trust, and the Marquis Louisiana
Tax-Free Income Fund ("Target Fund"), a series of the Marquis Funds (the
"Marquis Trust"), a Massachusetts business trust.  The Agreement describes a
proposed transaction (the "Transaction") to occur on or about August 10, 1998
(the "Exchange Date"), pursuant to which Acquiring Fund will acquire
substantially all of the assets of Target Fund in exchange for shares of
beneficial interest in Acquiring Fund (the "Acquiring Fund Shares") and the
assumption by Acquiring Fund of all of the liabilities of Target Fund following
which the Acquiring Fund Shares received by Target Fund will be distributed by
Target Fund to its shareholders in liquidation and termination of Target Fund.
This opinion as to certain federal income tax consequences of the Transaction is
furnished to you pursuant to Sections 9(g) and 10(g) of the Agreement.
Capitalized terms not defined herein are used herein as defined in the
Agreement.

     Target Fund is a series of the Marquis Fund which is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company.  Shares of Target Fund are redeemable at net
asset value at each shareholder's option.  Target Fund has elected to be a
regulated investment company for federal income tax purposes under Section 851
of the Internal Revenue Code of 1986, as amended (the "Code").


<PAGE>


                                        -2-                         May 29, 1998


     Acquiring Fund is a series of The One Group which is registered under the
1940 Act as an open-end management investment company.  Shares of Acquiring Fund
are redeemable at net asset value at each shareholder's option.

     For purposes of this opinion, we have considered the Agreement, the Proxy
Statement, the Registration Statement (including the items incorporated by
reference therein), and such other items as we have deemed necessary to render
this opinion.  In addition, you have represented to us the following facts,
occurrences and information upon which you have indicated we may rely in
rendering this opinion (whether or not contained or reflected in the documents
and items referred to above):

     1.   Target Fund will transfer to Acquiring Fund all of its assets, and
Acquiring Fund will assume all of the liabilities of Target Fund, as of the
Exchange Date.

     2.   The fair market value of the Acquiring Fund Shares received by each
Target Fund shareholder will be approximately equal to the fair market value of
the Target Fund shares surrendered in exchange therefor.  The Target Fund
shareholders will receive no consideration other than Acquiring Fund Shares
(which may include fractional shares) in exchange for their shares of beneficial
interest in Target Fund (the "Target Fund Shares").

     3.   None of the compensation received by any shareholder-employees of
Target Fund, if any, will be separate consideration for, or allocable to, any of
their Target Fund Shares; none of the Acquiring Fund Shares received by any
Target Fund shareholder-employees will be separate consideration for, or
allocable to, any employment; and the compensation paid to any Acquiring Fund or
Target Fund shareholder-employees, if any, will be for services actually
rendered and will be commensurate with amounts paid to third parties bargaining
at arm's length for similar services.

     4.   There is no plan or intention by any Target Fund shareholder who owns
5% or more of the total outstanding Target Fund Shares, and to the best of the
knowledge of the management of Target Fund, there is no plan or intention on the
part of the remaining Target Fund shareholders to sell, exchange, or otherwise
dispose of a number of Acquiring Fund Shares received in the Transaction that
would reduce Target Fund shareholders' ownership of Acquiring Fund Shares to a
number of Acquiring Fund Shares having a value, as of the date of the
Transaction, of less than 50 percent of the value of all of the formerly
outstanding Target Fund Shares as of the same date.  For purposes of this
representation, Acquiring Fund Shares or Target Fund Shares surrendered by
Target Fund shareholders in redemption or otherwise disposed of, where such
dispositions, if any, appear to be initiated by Target Fund shareholders in
connection with or as a result of the Agreement or the Transaction, will be
treated as outstanding Target Fund Shares on the date of the Transaction.


<PAGE>


                                        -3-                         May 29, 1998


     5.   Acquiring Fund has no plan or intention to reacquire any of the
Acquiring Fund Shares issued in the Transaction, except for Acquiring Fund
Shares reacquired in the ordinary course of its business as an open-end
investment company.

     6.   Acquiring Fund will acquire at least 90 percent of the fair market
value of the net assets and at least 70 percent of the fair market value of the
gross assets held by Target Fund immediately prior to the Transaction.  For
purposes of this representation, (a) amounts paid by Target Fund, out of the
assets of Target Fund, to Target Fund shareholders in redemption of Target Fund
Shares, where such redemptions, if any, appear to be initiated by Target Fund
shareholders in connection with or as a result of the Agreement or the
Transaction, (b) amounts used by Target Fund to pay expenses of the Transaction,
and (c) amounts used to effect all redemptions and distributions (except for
regular, normal dividends declared and paid in order to ensure Target Fund's
continued qualification as a regulated investment company and to avoid fund-
level tax (including for this purpose any dividends referred to in
representation 14 herein)) made by Target Fund immediately preceding the
transfer will be included as assets of Target Fund held immediately prior to the
Transaction.  Further, to the best of the knowledge of the managements of each
of Acquiring Fund and Target Fund, this representation will remain true even if
the amounts, if any, that Acquiring Fund pays after the Transaction to Acquiring
Fund shareholders who are former Target Fund shareholders in redemption of
Acquiring Fund Shares received in exchange for Target Fund Shares, where such
redemptions, if any, appear to be initiated by such shareholders in connection
with or as a result of the Agreement or the Transaction, are considered to be
assets of Target Fund that were not transferred to Acquiring Fund.

     7.   The fair market value of the assets transferred to Acquiring Fund by
Target Fund will equal or exceed the sum of the liabilities to be assumed by
Acquiring Fund.

     8.   In the Transaction Target Fund will transfer to Acquiring Fund at
least 50% of its historic business assets (see definition below).

     9.   Following the Transaction, Acquiring Fund will continue to use a
significant portion (in this case, at least 50%) of the historic business assets
of Target Fund.  Specifically, Acquiring Fund will use such significant portion
of Target Fund's historic business assets in its business by continuing to hold
at least such portion of the total assets transferred to it by Target Fund.
That is, Acquiring Fund will continue to hold historic business assets of Target
Fund, defined for purposes of this opinion as those assets transferred to it on
the Exchange Date which were either (i) acquired by Target Fund prior to its
management's decision to propose to its Trustees that it transfer any or all of
its assets to Acquiring Fund, or (ii) acquired subsequent to such decision but
not with a view to the Agreement or the Transaction, in an amount equal to at
least 50% of the assets in Target Fund's portfolio held on the Exchange Date, as
increased by the amounts, if any, that Target Fund paid to its shareholders in
redemption of its shares, where such redemptions, if any, appear to have been
initiated by such shareholders in connection with or as a result of the


<PAGE>


                                        -4-                         May 29, 1998


Agreement or Transaction.  In making this determination, dispositions made in
the ordinary course of Acquiring Fund's business as an open-end investment
company (I.E., dispositions made in the ordinary course of business and
independent of the Transaction) shall not be taken into account.  In addition,
following the Transaction, Acquiring Fund will continue the historic business of
Target Fund as an open-end investment company that seeks to provide a level of
current income that is exempt from both Federal income tax and Louisiana
personal income tax.

     10.  Acquiring Fund has no plan or intention to sell or otherwise dispose
of any of the assets of Target Fund acquired in the Transaction, except for (i)
dispositions made in the ordinary course of its business as a series of an
open-end investment company (I.E., dispositions made in the ordinary course of
business and independent of the Transaction) [and (ii) dispositions made by
Acquiring Fund to realign its portfolio in order to reflect its investment
objective and conform to its investment restrictions and/or to maintain its
qualification as a "regulated investment company" for federal income tax
purposes under section 851 of the Code ("Realignment Dispositions"), which
Realignment Dispositions shall be limited to the extent required by the above
representation relating to the continued use by Acquiring Fund of the historic
business assets of Target Fund.  For purposes of this representation,
Realignment Dispositions made by Target Fund, if any, will be considered to have
been made by Acquiring Fund].

     11.  The liabilities of Target Fund to be assumed by Acquiring Fund were
incurred by Target Fund in the ordinary course of its business and are
associated with the assets transferred to Acquiring Fund.  For purposes of this
paragraph, expenses of the Transaction are not treated as liabilities.

     12.  The Transaction will offer shareholders of the Target Fund an enhanced
range of investment options, the ability to benefit from possible economies of
scale due to the Acquiring Fund's larger size relative to the Target Fund, and
increased investment leverage and market presence.

     13.  All fees and expenses, including accounting expenses, portfolio
transfer taxes (if any) or other similar expenses incurred in connection with
the Reorganization will be paid by the party directly incurring such fees and
expenses, except that the costs of proxy materials and proxy solicitation,
including legal expenses, will be borne by Banc One Investment Advisors 
Corporation; provided however, that such expenses will in any event be paid by 
the party directly incurring such expenses if and to the extent that the payment
by the other party of such expenses would result in the disqualification of 
either of the Target Fund or the Acquiring Fund as a regulated investment 
company under the Code.  All such fees and expenses incurred and borne by any 
party to the Transaction shall be solely and directly related to the Transaction
and shall be paid directly such, as the case may be, to the relevant providers 
of services or other payees, in accordance with the principles set forth in 
Rev. Rul. 73-54, 1973-1 C.B. 187.


<PAGE>


                                        -5-                         May 29, 1998


     Target Fund shareholders will pay their respective expenses, if any,
incurred in connection with the Transaction.

     14.  For federal income tax purposes, Target Fund qualifies as a regulated
investment company, and the provisions of Sections 851 through 855 of the Code
apply to Target Fund for its current taxable year beginning October 1, 1997 and
will continue to apply to it through the Exchange Date.

     In that regard, Target Fund will declare to Target Fund shareholders of
record on or prior to the Exchange Date a dividend or dividends which together
with all previous such dividends shall have the effect of distributing all of
Target Fund's investment company taxable income (see Code Section 852) (computed
without regard to any deduction for dividends paid) and all of Target Fund's net
realized capital gain (after reduction for any capital loss carryover) in each
case for both the taxable year ending September 30, 1997 and the short taxable
period beginning on October 1, 1997 and ending on the Exchange Date.  Such
dividends will be made to ensure continued qualification of Target Fund as a
regulated investment company for tax purposes and to eliminate fund-level tax.

     15.  For federal income tax purposes, Acquiring Fund qualifies as a
regulated investment company, and the provisions of Section 851 through 855 of
the Code apply to Acquiring Fund for its current taxable year beginning July 1,
1997 and will continue to apply to it through the Exchange Date.

     16.  Acquiring Fund does not own, directly or indirectly, nor has it owned
during the past five years, directly or indirectly, any Target Fund Shares.

     17.  There is no intercorporate indebtedness existing between Target Fund
and Acquiring Fund.

     18.  Target Fund will distribute the Acquiring Fund Shares it receives in
the Transaction to its shareholders as provided in the Agreement.

     19.  Target Fund is not under the jurisdiction of a court in a Title 11 or
similar case within the meaning of Section 368(a)(3)(A) of the Code.

     Based on the foregoing representations and our review of the documents and
items referred to above, we are of the opinion that for federal income tax
purposes:

   (i)    No gain or loss will be recognized by Target Fund upon the transfer of
          Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund
          Shares and the assumption by Acquiring Fund of the liabilities of
          Target Fund;



<PAGE>


                                        -6-                         May 29, 1998


   (ii)   No gain or loss will be recognized by the Target Fund shareholders
          upon the exchange of their Target Fund Shares for Acquiring Fund
          Shares;

   (iii)  The basis of Acquiring Fund Shares a Target Fund shareholder receives
          in connection with the Transaction will be the same as the basis of
          his or her Target Fund Shares exchanged therefor;

   (iv)   A Target Fund shareholder's holding period for his or her Acquiring
          Fund Shares will be determined by including the period for which he or
          she held the Target Fund Shares exchanged therefor, provided that he
          or she held such Target Fund Shares as capital assets;

   (v)    No gain or loss will be recognized by Acquiring Fund upon the receipt
          of the assets of Target Fund in exchange for Acquiring Fund Shares and
          the assumption by Acquiring Fund of the liabilities of Target Fund;

   (vi)   The basis in the hands of Acquiring Fund of the assets of Target Fund
          transferred to Acquiring Fund in the Transaction will be the same as
          the basis of such assets in the hands of Target Fund immediately prior
          to the transfer; and

   (vii)  The holding periods of the assets of Target Fund in the hands of
          Acquiring Fund will include the periods during which such assets were
          held by Target Fund.

                                        Very truly yours,

                                    /s/ Ropes & Gray
                                        ------------

                                        Ropes & Gray

<PAGE>


                                        May 29, 1998


Marquis Funds
  -- Marquis Balanced Fund
2 Olive Street
Boston, Massachusetts 02109

The One Group
  -- The One Group Asset Allocation Fund
3435 Stelzer Rd.
Columbus, Ohio 43219

Ladies and Gentlemen:

     We have acted as counsel in connection with the Agreement and Plan of
Reorganization (the "Agreement") dated as of May 18, 1998, The One Group Asset
Allocation Fund ("Acquiring Fund"), a series of The One Group (the "One Group
Trust"), a Massachusetts business trust, and the Marquis Balanced Fund ("Target
Fund"), a series of the Marquis Funds (the "Marquis Trust"), a Massachusetts
business trust.  The Agreement describes a proposed transaction (the
"Transaction") to occur on or about August 10, 1998 (the "Exchange Date"),
pursuant to which Acquiring Fund will acquire substantially all of the assets of
Target Fund in exchange for shares of beneficial interest in Acquiring Fund (the
"Acquiring Fund Shares") and the assumption by Acquiring Fund of all of the
liabilities of Target Fund following which the Acquiring Fund Shares received by
Target Fund will be distributed by Target Fund to its shareholders in
liquidation and termination of Target Fund.  This opinion as to certain federal
income tax consequences of the Transaction is furnished to you pursuant to
Sections 9(g) and 10(g) of the Agreement.  Capitalized terms not defined herein
are used herein as defined in the Agreement.

     Target Fund is a series of the Marquis Fund which is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company.  Shares of Target Fund are redeemable at net
asset value at each shareholder's option.  Target Fund has elected to be a
regulated investment company for federal income tax purposes under Section 851
of the Internal Revenue Code of 1986, as amended (the "Code").


<PAGE>


                                        -2-                         May 29, 1998


     Acquiring Fund is a series of The One Group which is registered under the
1940 Act as an open-end management investment company.  Shares of Acquiring Fund
are redeemable at net asset value at each shareholder's option.

     For purposes of this opinion, we have considered the Agreement, the Proxy
Statement, the Registration Statement (including the items incorporated by
reference therein), and such other items as we have deemed necessary to render
this opinion.  In addition, you have represented to us the following facts,
occurrences and information upon which you have indicated we may rely in
rendering this opinion (whether or not contained or reflected in the documents
and items referred to above):

     1.   Target Fund will transfer to Acquiring Fund all of its assets, and
Acquiring Fund will assume all of the liabilities of Target Fund, as of the
Exchange Date.

     2.   The fair market value of the Acquiring Fund Shares received by each
Target Fund shareholder will be approximately equal to the fair market value of
the Target Fund shares surrendered in exchange therefor.  The Target Fund
shareholders will receive no consideration other than Acquiring Fund Shares
(which may include fractional shares) in exchange for their shares of beneficial
interest in Target Fund (the "Target Fund Shares").

     3.   None of the compensation received by any shareholder-employees of
Target Fund, if any, will be separate consideration for, or allocable to, any of
their Target Fund Shares; none of the Acquiring Fund Shares received by any
Target Fund shareholder-employees will be separate consideration for, or
allocable to, any employment; and the compensation paid to any Acquiring Fund or
Target Fund shareholder-employees, if any, will be for services actually
rendered and will be commensurate with amounts paid to third parties bargaining
at arm's length for similar services.

     4.   There is no plan or intention by any Target Fund shareholder who owns
5% or more of the total outstanding Target Fund Shares, and to the best of the
knowledge of the management of Target Fund, there is no plan or intention on the
part of the remaining Target Fund shareholders to sell, exchange, or otherwise
dispose of a number of Acquiring Fund Shares received in the Transaction that
would reduce Target Fund shareholders' ownership of Acquiring Fund Shares to a
number of Acquiring Fund Shares having a value, as of the date of the
Transaction, of less than 50 percent of the value of all of the formerly
outstanding Target Fund Shares as of the same date.  For purposes of this
representation, Acquiring Fund Shares or Target Fund Shares surrendered by
Target Fund shareholders in redemption or otherwise disposed of, where such
dispositions, if any, appear to be initiated by Target Fund shareholders in
connection with or as a result of the Agreement or the Transaction, will be
treated as outstanding Target Fund Shares on the date of the Transaction.


<PAGE>


                                       -3-                          May 29, 1998


     5.   Acquiring Fund has no plan or intention to reacquire any of the
Acquiring Fund Shares issued in the Transaction, except for Acquiring Fund
Shares reacquired in the ordinary course of its business as an open-end
investment company.

     6.   Acquiring Fund will acquire at least 90 percent of the fair market
value of the net assets and at least 70 percent of the fair market value of the
gross assets held by Target Fund immediately prior to the Transaction.  For
purposes of this representation, (a) amounts paid by Target Fund, out of the
assets of Target Fund, to Target Fund shareholders in redemption of Target Fund
Shares, where such redemptions, if any, appear to be initiated by Target Fund
shareholders in connection with or as a result of the Agreement or the
Transaction, (b) amounts used by Target Fund to pay expenses of the Transaction,
and (c) amounts used to effect all redemptions and distributions (except for
regular, normal dividends declared and paid in order to ensure Target Fund's
continued qualification as a regulated investment company and to avoid fund-
level tax (including for this purpose any dividends referred to in
representation 14 herein)) made by Target Fund immediately preceding the
transfer will be included as assets of Target Fund held immediately prior to the
Transaction.  Further, to the best of the knowledge of the managements of each
of Acquiring Fund and Target Fund, this representation will remain true even if
the amounts, if any, that Acquiring Fund pays after the Transaction to Acquiring
Fund shareholders who are former Target Fund shareholders in redemption of
Acquiring Fund Shares received in exchange for Target Fund Shares, where such
redemptions, if any, appear to be initiated by such shareholders in connection
with or as a result of the Agreement or the Transaction, are considered to be
assets of Target Fund that were not transferred to Acquiring Fund.

     7.   The fair market value of the assets transferred to Acquiring Fund by
Target Fund will equal or exceed the sum of the liabilities to be assumed by
Acquiring Fund.

     8.   In the Transaction Target Fund will transfer to Acquiring Fund at
least 50% of its historic business assets (see definition below).

     9.   Following the Transaction, Acquiring Fund will continue to use a
significant portion (in this case, at least 50%) of the historic business assets
of Target Fund.  Specifically, Acquiring Fund will use such significant portion
of Target Fund's historic business assets in its business by continuing to hold
at least such portion of the total assets transferred to it by Target Fund.
That is, Acquiring Fund will continue to hold historic business assets of Target
Fund, defined for purposes of this opinion as those assets transferred to it on
the Exchange Date which were either (i) acquired by Target Fund prior to its
management's decision to propose to its Trustees that it transfer any or all of
its assets to Acquiring Fund, or (ii) acquired subsequent to such decision but
not with a view to the Agreement or the Transaction, in an amount equal to at
least 50% of the assets in Target Fund's portfolio held on the Exchange Date, as
increased by the amounts, if any, that Target Fund paid to its shareholders in
redemption of its shares, where such redemptions, if any, appear to have been
initiated by such shareholders in connection with or as a result of the


<PAGE>


                                        -4-                         May 29, 1998


Agreement or Transaction.  In making this determination, dispositions made in
the ordinary course of Acquiring Fund's business as an open-end investment
company (I.E., dispositions made in the ordinary course of business and
independent of the Transaction) shall not be taken into account.  In addition,
following the Transaction, Acquiring Fund will continue the historic business of
Target Fund as an open-end investment company that seeks to invest in a
combination of equity, fixed income and money market instruments.

     10.  Acquiring Fund has no plan or intention to sell or otherwise dispose
of any of the assets of Target Fund acquired in the Transaction, except for (i)
dispositions made in the ordinary course of its business as a series of an
open-end investment company (I.E., dispositions made in the ordinary course of
business and independent of the Transaction) and (ii) dispositions made by
Acquiring Fund to realign its portfolio in order to reflect its investment
objective and conform to its investment restrictions and/or to maintain its
qualification as a "regulated investment company" for federal income tax
purposes under section 851 of the Code ("Realignment Dispositions"), which
Realignment Dispositions shall be limited to the extent required by the above
representation relating to the continued use by Acquiring Fund of the historic
business assets of Target Fund.  For purposes of this representation,
Realignment Dispositions made by Target Fund, if any, will be considered to have
been made by Acquiring Fund.

     11.  The liabilities of Target Fund to be assumed by Acquiring Fund were
incurred by Target Fund in the ordinary course of its business and are
associated with the assets transferred to Acquiring Fund.  For purposes of this
paragraph, expenses of the Transaction are not treated as liabilities.

     12.  The Transaction will offer shareholders of the Target Fund an enhanced
range of investment options, the ability to benefit from possible economies of 
scale due to the Acquiring Fund's larger size relative to the Target Fund, and 
increased investment leverage and market presence.

     13.  All fees and expenses, including accounting expenses, portfolio
transfer taxes (if any) or other similar expenses incurred in connection with
the Reorganization will be paid by the party directly incurring such fees and
expenses, except that the costs of proxy materials and proxy solicitation,
including legal expenses, will be borne by Banc One Investment Advisors 
Corporation; provided however, that such expenses will in any event be paid 
by the party directly incurring such expenses if and to the extent that the 
payment by the other party of such expenses would result in the 
disqualification of either of the Target Fund or the Acquiring Fund as a 
regulated investment company under the Code.  All such fees and expenses 
incurred and borne by any party to the Transaction shall be solely and directly 
related to the Transaction and shall be paid directly such, as the case may be, 
to the relevant providers of services or other payees, in accordance with the 
principles set forth in Rev. Rul. 73-54, 1973-1 C.B. 187.


<PAGE>


                                        -5-                         May 29, 1998


     Target Fund shareholders will pay their respective expenses, if any,
incurred in connection with the Transaction.

     14.  For federal income tax purposes, Target Fund qualifies as a regulated
investment company, and the provisions of Sections 851 through 855 of the Code
apply to Target Fund for its current taxable year beginning October 1, 1997 and
will continue to apply to it through the Exchange Date.

     In that regard, Target Fund will declare to Target Fund shareholders of
record on or prior to the Exchange Date a dividend or dividends which together
with all previous such dividends shall have the effect of distributing all of
Target Fund's investment company taxable income (see Code Section 852) (computed
without regard to any deduction for dividends paid) and all of Target Fund's net
realized capital gain (after reduction for any capital loss carryover) in each
case for both the taxable year ending September 30, 1997 and the short taxable
period beginning on October 1, 1997 and ending on the Exchange Date.  Such
dividends will be made to ensure continued qualification of Target Fund as a
regulated investment company for tax purposes and to eliminate fund-level tax.

     15.  For federal income tax purposes, Acquiring Fund qualifies as a
regulated investment company, and the provisions of Section 851 through 855 of
the Code apply to Acquiring Fund for its current taxable year beginning July 1,
1997 and will continue to apply to it through the Exchange Date.

     16.  Acquiring Fund does not own, directly or indirectly, nor has it owned
during the past five years, directly or indirectly, any Target Fund Shares.

     17.  There is no intercorporate indebtedness existing between Target Fund
and Acquiring Fund.

     18.  Target Fund will distribute the Acquiring Fund Shares it receives in
the Transaction to its shareholders as provided in the Agreement.

     19.  Target Fund is not under the jurisdiction of a court in a Title 11 or
similar case within the meaning of Section 368(a)(3)(A) of the Code.

     Based on the foregoing representations and our review of the documents and
items referred to above, we are of the opinion that for federal income tax
purposes:

   (i)    No gain or loss will be recognized by Target Fund upon the transfer of
          Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund
          Shares and the assumption by Acquiring Fund of the liabilities of
          Target Fund;


<PAGE>



                                        -6-                         May 29, 1998


   (ii)   No gain or loss will be recognized by the Target Fund shareholders
          upon the exchange of their Target Fund Shares for Acquiring Fund
          Shares;

   (iii)  The basis of Acquiring Fund Shares a Target Fund shareholder receives
          in connection with the Transaction will be the same as the basis of
          his or her Target Fund Shares exchanged therefor;

   (iv)   A Target Fund shareholder's holding period for his or her Acquiring
          Fund Shares will be determined by including the period for which he or
          she held the Target Fund Shares exchanged therefor, provided that he
          or she held such Target Fund Shares as capital assets;

   (v)    No gain or loss will be recognized by Acquiring Fund upon the receipt
          of the assets of Target Fund in exchange for Acquiring Fund Shares and
          the assumption by Acquiring Fund of the liabilities of Target Fund;

   (vi)   The basis in the hands of Acquiring Fund of the assets of Target Fund
          transferred to Acquiring Fund in the Transaction will be the same as
          the basis of such assets in the hands of Target Fund immediately prior
          to the transfer; and

   (vii)  The holding periods of the assets of Target Fund in the hands of
          Acquiring Fund will include the periods during which such assets were
          held by Target Fund.

                                        Very truly yours,

                                    /s/ Ropes & Gray
                                        ------------

                                        Ropes & Gray

<PAGE>


                                        May 29, 1998


Marquis Funds
  -- Marquis Value Equity Fund
2 Olive Street
Boston, Massachusetts 02109

The One Group
  -- The One Group Disciplined Value Fund
3435 Stelzer Rd.
Columbus, Ohio 43219

Ladies and Gentlemen:

     We have acted as counsel in connection with the Agreement and Plan of
Reorganization (the "Agreement") dated as of May 18, 1998, The One Group
Disciplined Value Fund ("Acquiring Fund"), a series of The One Group (the "One
Group Trust"), a Massachusetts business trust, and the Marquis Value Equity Fund
("Target Fund"), a series of the Marquis Funds (the "Marquis Trust"), a
Massachusetts business trust.  The Agreement describes a proposed transaction
(the "Transaction") to occur on or about August 10, 1998 (the "Exchange Date"),
pursuant to which Acquiring Fund will acquire substantially all of the assets of
Target Fund in exchange for shares of beneficial interest in Acquiring Fund (the
"Acquiring Fund Shares") and the assumption by Acquiring Fund of all of the
liabilities of Target Fund following which the Acquiring Fund Shares received by
Target Fund will be distributed by Target Fund to its shareholders in
liquidation and termination of Target Fund.  This opinion as to certain federal
income tax consequences of the Transaction is furnished to you pursuant to
Sections 9(g) and 10(g) of the Agreement.  Capitalized terms not defined herein
are used herein as defined in the Agreement.

     Target Fund is a series of the Marquis Fund which is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company.  Shares of Target Fund are redeemable at net
asset value at each shareholder's option.  Target Fund has elected to be a
regulated investment company for federal income tax purposes under Section 851
of the Internal Revenue Code of 1986, as amended (the "Code").


<PAGE>


                                   -2-                              May 29, 1998


     Acquiring Fund is a series of The One Group which is registered under the
1940 Act as an open-end management investment company.  Shares of Acquiring Fund
are redeemable at net asset value at each shareholder's option.

     For purposes of this opinion, we have considered the Agreement, the Proxy
Statement, the Registration Statement (including the items incorporated by
reference therein), and such other items as we have deemed necessary to render
this opinion.  In addition, you have represented to us the following facts,
occurrences and information upon which you have indicated we may rely in
rendering this opinion (whether or not contained or reflected in the documents
and items referred to above):

     1.   Target Fund will transfer to Acquiring Fund all of its assets, and
Acquiring Fund will assume all of the liabilities of Target Fund, as of the
Exchange Date.

     2.   The fair market value of the Acquiring Fund Shares received by each
Target Fund shareholder will be approximately equal to the fair market value of
the Target Fund shares surrendered in exchange therefor.  The Target Fund
shareholders will receive no consideration other than Acquiring Fund Shares
(which may include fractional shares) in exchange for their shares of beneficial
interest in Target Fund (the "Target Fund Shares").

     3.   None of the compensation received by any shareholder-employees of
Target Fund, if any, will be separate consideration for, or allocable to, any of
their Target Fund Shares; none of the Acquiring Fund Shares received by any
Target Fund shareholder-employees will be separate consideration for, or
allocable to, any employment; and the compensation paid to any Acquiring Fund or
Target Fund shareholder-employees, if any, will be for services actually
rendered and will be commensurate with amounts paid to third parties bargaining
at arm's length for similar services.

     4.   There is no plan or intention by any Target Fund shareholder who owns
5% or more of the total outstanding Target Fund Shares, and to the best of the
knowledge of the management of Target Fund, there is no plan or intention on the
part of the remaining Target Fund shareholders to sell, exchange, or otherwise
dispose of a number of Acquiring Fund Shares received in the Transaction that
would reduce Target Fund shareholders' ownership of Acquiring Fund Shares to a
number of Acquiring Fund Shares having a value, as of the date of the
Transaction, of less than 50 percent of the value of all of the formerly
outstanding Target Fund Shares as of the same date.  For purposes of this
representation, Acquiring Fund Shares or Target Fund Shares surrendered by
Target Fund shareholders in redemption or otherwise disposed of, where such
dispositions, if any, appear to be initiated by Target Fund shareholders in
connection with or as a result of the Agreement or the Transaction, will be
treated as outstanding Target Fund Shares on the date of the Transaction.


<PAGE>


                                        -3-                         May 29, 1998


     5.   Acquiring Fund has no plan or intention to reacquire any of the
Acquiring Fund Shares issued in the Transaction, except for Acquiring Fund
Shares reacquired in the ordinary course of its business as an open-end
investment company.

     6.   Acquiring Fund will acquire at least 90 percent of the fair market
value of the net assets and at least 70 percent of the fair market value of the
gross assets held by Target Fund immediately prior to the Transaction.  For
purposes of this representation, (a) amounts paid by Target Fund, out of the
assets of Target Fund, to Target Fund shareholders in redemption of Target Fund
Shares, where such redemptions, if any, appear to be initiated by Target Fund
shareholders in connection with or as a result of the Agreement or the
Transaction, (b) amounts used by Target Fund to pay expenses of the Transaction,
and (c) amounts used to effect all redemptions and distributions (except for
regular, normal dividends declared and paid in order to ensure Target Fund's
continued qualification as a regulated investment company and to avoid fund-
level tax (including for this purpose any dividends referred to in
representation 14 herein)) made by Target Fund immediately preceding the
transfer will be included as assets of Target Fund held immediately prior to the
Transaction.  Further, to the best of the knowledge of the managements of each
of Acquiring Fund and Target Fund, this representation will remain true even if
the amounts, if any, that Acquiring Fund pays after the Transaction to Acquiring
Fund shareholders who are former Target Fund shareholders in redemption of
Acquiring Fund Shares received in exchange for Target Fund Shares, where such
redemptions, if any, appear to be initiated by such shareholders in connection
with or as a result of the Agreement or the Transaction, are considered to be
assets of Target Fund that were not transferred to Acquiring Fund.

     7.   The fair market value of the assets transferred to Acquiring Fund by
Target Fund will equal or exceed the sum of the liabilities to be assumed by
Acquiring Fund.

     8.   In the Transaction Target Fund will transfer to Acquiring Fund at
least 50% of its historic business assets (see definition below).

     9.   Following the Transaction, Acquiring Fund will continue to use a
significant portion (in this case, at least 50%) of the historic business assets
of Target Fund.  Specifically, Acquiring Fund will use such significant portion
of Target Fund's historic business assets in its business by continuing to hold
at least such portion of the total assets transferred to it by Target Fund.
That is, Acquiring Fund will continue to hold historic business assets of Target
Fund, defined for purposes of this opinion as those assets transferred to it on
the Exchange Date which were either (i) acquired by Target Fund prior to its
management's decision to propose to its Trustees that it transfer any or all of
its assets to Acquiring Fund, or (ii) acquired subsequent to such decision but
not with a view to the Agreement or the Transaction, in an amount equal to at
least 50% of the assets in Target Fund's portfolio held on the Exchange Date, as
increased by the amounts, if any, that Target Fund paid to its shareholders in
redemption of its shares, where such redemptions, if any, appear to have been
initiated by such shareholders in connection with or as a result of the


<PAGE>


                                        -4-                         May 29, 1998


Agreement or Transaction.  In making this determination, dispositions made in
the ordinary course of Acquiring Fund's business as an open-end investment
company (I.E., dispositions made in the ordinary course of business and
independent of the Transaction) shall not be taken into account.  In addition,
following the Transaction, Acquiring Fund will continue the historic business of
Target Fund as an open-end investment company that seeks to provide long-term
capital appreciation by investing in equity securities with low current
valuations relative to various measures of intrinsic value.

     10.  Acquiring Fund has no plan or intention to sell or otherwise dispose
of any of the assets of Target Fund acquired in the Transaction, except for (i)
dispositions made in the ordinary course of its business as a series of an
open-end investment company (I.E., dispositions made in the ordinary course of
business and independent of the Transaction) and (ii) dispositions made by
Acquiring Fund to realign its portfolio in order to reflect its investment
objective and conform to its investment restrictions and/or to maintain its
qualification as a "regulated investment company" for federal income tax
purposes under section 851 of the Code ("Realignment Dispositions"), which
Realignment Dispositions shall be limited to the extent required by the above
representation relating to the continued use by Acquiring Fund of the historic
business assets of Target Fund.  For purposes of this representation,
Realignment Dispositions made by Target Fund, if any, will be considered to have
been made by Acquiring Fund.

     11.  The liabilities of Target Fund to be assumed by Acquiring Fund were
incurred by Target Fund in the ordinary course of its business and are
associated with the assets transferred to Acquiring Fund.  For purposes of this
paragraph, expenses of the Transaction are not treated as liabilities.

     12.  The Transaction will offer shareholders of the Target Fund an enhanced
range of investment options, the ability to benefit from possible economies of
scale due to the Acquiring Fund's larger size relative to the Target Fund, and
increased investment leverage and market presence.

     13.  All fees and expenses, including accounting expenses, portfolio
transfer taxes (if any) or other similar expenses incurred in connection with
the Reorganization will be paid by the party directly incurring such fees and
expenses, except that the costs of proxy materials and proxy solicitation,
including legal expenses, will be borne by Banc One Investment Advisors 
Corporation; provided however, that such expenses will in any event be paid by 
the party directly incurring such expenses if and to the extent that the 
payment by the other party of such expenses would result in the disqualification
of either of the Target Fund or the Acquiring Fund as a regulated investment 
company under the Code.  All such fees and expenses incurred and borne by any 
party to the Transaction shall be solely and directly related to the Transaction
and shall be paid directly such, as the case may be, to the relevant providers 
of services or other payees, in accordance with the principles set forth in 
Rev. Rul. 73-54, 1973-1 C.B. 187.


<PAGE>


                                        -5-                         May 29, 1998


     Target Fund shareholders will pay their respective expenses, if any,
incurred in connection with the Transaction.

     14.  For federal income tax purposes, Target Fund qualifies as a regulated
investment company, and the provisions of Sections 851 through 855 of the Code
apply to Target Fund for its current taxable year beginning October 1, 1997 and
will continue to apply to it through the Exchange Date.

     In that regard, Target Fund will declare to Target Fund shareholders of
record on or prior to the Exchange Date a dividend or dividends which together
with all previous such dividends shall have the effect of distributing all of
Target Fund's investment company taxable income (see Code Section 852) (computed
without regard to any deduction for dividends paid) and all of Target Fund's net
realized capital gain (after reduction for any capital loss carryover) in each
case for both the taxable year ending September 30, 1997 and the short taxable
period beginning on October 1, 1997 and ending on the Exchange Date.  Such
dividends will be made to ensure continued qualification of Target Fund as a
regulated investment company for tax purposes and to eliminate fund-level tax.

     15.  For federal income tax purposes, Acquiring Fund qualifies as a
regulated investment company, and the provisions of Section 851 through 855 of
the Code apply to Acquiring Fund for its current taxable year beginning July 1,
1997 and will continue to apply to it through the Exchange Date.

     16.  Acquiring Fund does not own, directly or indirectly, nor has it owned
during the past five years, directly or indirectly, any Target Fund Shares.

     17.  There is no intercorporate indebtedness existing between Target Fund
and Acquiring Fund.

     18.  Target Fund will distribute the Acquiring Fund Shares it receives in
the Transaction to its shareholders as provided in the Agreement.

     19.  Target Fund is not under the jurisdiction of a court in a Title 11 or
similar case within the meaning of Section 368(a)(3)(A) of the Code.

     Based on the foregoing representations and our review of the documents and
items referred to above, we are of the opinion that for federal income tax
purposes:

   (i)    No gain or loss will be recognized by Target Fund upon the transfer of
          Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund
          Shares and the assumption by Acquiring Fund of the liabilities of
          Target Fund;


<PAGE>



                                        -6-                         May 29, 1998


   (ii)   No gain or loss will be recognized by the Target Fund shareholders
          upon the exchange of their Target Fund Shares for Acquiring Fund
          Shares;

   (iii)  The basis of Acquiring Fund Shares a Target Fund shareholder receives
          in connection with the Transaction will be the same as the basis of
          his or her Target Fund Shares exchanged therefor;

   (iv)   A Target Fund shareholder's holding period for his or her Acquiring
          Fund Shares will be determined by including the period for which he or
          she held the Target Fund Shares exchanged therefor, provided that he
          or she held such Target Fund Shares as capital assets;

   (v)    No gain or loss will be recognized by Acquiring Fund upon the receipt
          of the assets of Target Fund in exchange for Acquiring Fund Shares and
          the assumption by Acquiring Fund of the liabilities of Target Fund;

   (vi)   The basis in the hands of Acquiring Fund of the assets of Target Fund
          transferred to Acquiring Fund in the Transaction will be the same as
          the basis of such assets in the hands of Target Fund immediately prior
          to the transfer; and

   (vii)  The holding periods of the assets of Target Fund in the hands of
          Acquiring Fund will include the periods during which such assets were
          held by Target Fund.

                                        Very truly yours,

                                    /s/ Ropes & Gray
                                        ------------

                                        Ropes & Gray

<PAGE>


                                        May 29, 1998


Marquis Funds
  -- Marquis Growth Equity Fund
2 Olive Street
Boston, Massachusetts 02109

The One Group
  -- The One Group Growth Opportunities Fund
3435 Stelzer Rd.
Columbus, Ohio 43219

Ladies and Gentlemen:

     We have acted as counsel in connection with the Agreement and Plan of
Reorganization (the "Agreement") dated as of May 18, 1998, The One Group Growth
Opportunities Fund ("Acquiring Fund"), a series of The One Group (the "One Group
Trust"), a Massachusetts business trust, and the Marquis Growth Equity Fund
("Target Fund"), a series of the Marquis Funds (the "Marquis Trust"), a
Massachusetts business trust.  The Agreement describes a proposed transaction
(the "Transaction") to occur on or about August 10, 1998 (the "Exchange Date"),
pursuant to which Acquiring Fund will acquire substantially all of the assets of
Target Fund in exchange for shares of beneficial interest in Acquiring Fund (the
"Acquiring Fund Shares") and the assumption by Acquiring Fund of all of the
liabilities of Target Fund following which the Acquiring Fund Shares received by
Target Fund will be distributed by Target Fund to its shareholders in
liquidation and termination of Target Fund.  This opinion as to certain federal
income tax consequences of the Transaction is furnished to you pursuant to
Sections 9(g) and 10(g) of the Agreement.  Capitalized terms not defined herein
are used herein as defined in the Agreement.

     Target Fund is a series of the Marquis Fund which is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company.  Shares of Target Fund are redeemable at net
asset value at each shareholder's option.  Target Fund has elected to be a
regulated investment company for federal income tax purposes under Section 851
of the Internal Revenue Code of 1986, as amended (the "Code").


<PAGE>


                                        -2-                         May 29, 1998


     Acquiring Fund is a series of The One Group which is registered under the
1940 Act as an open-end management investment company.  Shares of Acquiring Fund
are redeemable at net asset value at each shareholder's option.

     For purposes of this opinion, we have considered the Agreement, the Proxy
Statement, the Registration Statement (including the items incorporated by
reference therein), and such other items as we have deemed necessary to render
this opinion.  In addition, you have represented to us the following facts,
occurrences and information upon which you have indicated we may rely in
rendering this opinion (whether or not contained or reflected in the documents
and items referred to above):

     1.   Target Fund will transfer to Acquiring Fund all of its assets, and
Acquiring Fund will assume all of the liabilities of Target Fund, as of the
Exchange Date.

     2.   The fair market value of the Acquiring Fund Shares received by each
Target Fund shareholder will be approximately equal to the fair market value of
the Target Fund shares surrendered in exchange therefor.  The Target Fund
shareholders will receive no consideration other than Acquiring Fund Shares
(which may include fractional shares) in exchange for their shares of beneficial
interest in Target Fund (the "Target Fund Shares").

     3.   None of the compensation received by any shareholder-employees of
Target Fund, if any, will be separate consideration for, or allocable to, any of
their Target Fund Shares; none of the Acquiring Fund Shares received by any
Target Fund shareholder-employees will be separate consideration for, or
allocable to, any employment; and the compensation paid to any Acquiring Fund or
Target Fund shareholder-employees, if any, will be for services actually
rendered and will be commensurate with amounts paid to third parties bargaining
at arm's length for similar services.

     4.   There is no plan or intention by any Target Fund shareholder who owns
5% or more of the total outstanding Target Fund Shares, and to the best of the
knowledge of the management of Target Fund, there is no plan or intention on the
part of the remaining Target Fund shareholders to sell, exchange, or otherwise
dispose of a number of Acquiring Fund Shares received in the Transaction that
would reduce Target Fund shareholders' ownership of Acquiring Fund Shares to a
number of Acquiring Fund Shares having a value, as of the date of the
Transaction, of less than 50 percent of the value of all of the formerly
outstanding Target Fund Shares as of the same date.  For purposes of this
representation, Acquiring Fund Shares or Target Fund Shares surrendered by
Target Fund shareholders in redemption or otherwise disposed of, where such
dispositions, if any, appear to be initiated by Target Fund shareholders in
connection with or as a result of the Agreement or the Transaction, will be
treated as outstanding Target Fund Shares on the date of the Transaction.


<PAGE>


                                        -3-                         May 29, 1998


     5.   Acquiring Fund has no plan or intention to reacquire any of the
Acquiring Fund Shares issued in the Transaction, except for Acquiring Fund
Shares reacquired in the ordinary course of its business as an open-end
investment company.

     6.   Acquiring Fund will acquire at least 90 percent of the fair market
value of the net assets and at least 70 percent of the fair market value of the
gross assets held by Target Fund immediately prior to the Transaction.  For
purposes of this representation, (a) amounts paid by Target Fund, out of the
assets of Target Fund, to Target Fund shareholders in redemption of Target Fund
Shares, where such redemptions, if any, appear to be initiated by Target Fund
shareholders in connection with or as a result of the Agreement or the
Transaction, (b) amounts used by Target Fund to pay expenses of the Transaction,
and (c) amounts used to effect all redemptions and distributions (except for
regular, normal dividends declared and paid in order to ensure Target Fund's
continued qualification as a regulated investment company and to avoid fund-
level tax (including for this purpose any dividends referred to in
representation 14 herein)) made by Target Fund immediately preceding the
transfer will be included as assets of Target Fund held immediately prior to the
Transaction.  Further, to the best of the knowledge of the managements of each
of Acquiring Fund and Target Fund, this representation will remain true even if
the amounts, if any, that Acquiring Fund pays after the Transaction to Acquiring
Fund shareholders who are former Target Fund shareholders in redemption of
Acquiring Fund Shares received in exchange for Target Fund Shares, where such
redemptions, if any, appear to be initiated by such shareholders in connection
with or as a result of the Agreement or the Transaction, are considered to be
assets of Target Fund that were not transferred to Acquiring Fund.

     7.   The fair market value of the assets transferred to Acquiring Fund by
Target Fund will equal or exceed the sum of the liabilities to be assumed by
Acquiring Fund.

     8.   In the Transaction Target Fund will transfer to Acquiring Fund at
least 50% of its historic business assets (see definition below).

     9.   Following the Transaction, Acquiring Fund will continue to use a
significant portion (in this case, at least 50%) of the historic business assets
of Target Fund.  Specifically, Acquiring Fund will use such significant portion
of Target Fund's historic business assets in its business by continuing to hold
at least such portion of the total assets transferred to it by Target Fund.
That is, Acquiring Fund will continue to hold historic business assets of Target
Fund, defined for purposes of this opinion as those assets transferred to it on
the Exchange Date which were either (i) acquired by Target Fund prior to its
management's decision to propose to its Trustees that it transfer any or all of
its assets to Acquiring Fund, or (ii) acquired subsequent to such decision but
not with a view to the Agreement or the Transaction, in an amount equal to at
least 50% of the assets in Target Fund's portfolio held on the Exchange Date, as
increased by the amounts, if any, that Target Fund paid to its shareholders in
redemption of its shares, where such redemptions, if any, appear to have been
initiated by such shareholders in connection with or as a result of the


<PAGE>


                                        -4-                         May 29, 1998


Agreement or Transaction.  In making this determination, dispositions made in
the ordinary course of Acquiring Fund's business as an open-end investment
company (I.E., dispositions made in the ordinary course of business and
independent of the Transaction) shall not be taken into account.  In addition,
following the Transaction, Acquiring Fund will continue the historic business of
Target Fund as an open-end investment company that seeks to provide long-term
capital appreciation by investing primarily in equity securities.

     10.  Acquiring Fund has no plan or intention to sell or otherwise dispose
of any of the assets of Target Fund acquired in the Transaction, except for (i)
dispositions made in the ordinary course of its business as a series of an
open-end investment company (I.E., dispositions made in the ordinary course of
business and independent of the Transaction) and (ii) dispositions made by
Acquiring Fund to realign its portfolio in order to reflect its investment
objective and conform to its investment restrictions and/or to maintain its
qualification as a "regulated investment company" for federal income tax
purposes under section 851 of the Code ("Realignment Dispositions"), which
Realignment Dispositions shall be limited to the extent required by the above
representation relating to the continued use by Acquiring Fund of the historic
business assets of Target Fund.  For purposes of this representation,
Realignment Dispositions made by Target Fund, if any, will be considered to have
been made by Acquiring Fund.

     11.  The liabilities of Target Fund to be assumed by Acquiring Fund were
incurred by Target Fund in the ordinary course of its business and are
associated with the assets transferred to Acquiring Fund.  For purposes of this
paragraph, expenses of the Transaction are not treated as liabilities.

     12.  The Transaction will offer shareholders of the Target Fund an enhanced
range of investment options, the ability to benefit from possible economies of
scale due to the Acquiring Fund's larger size relative to the Target Fund, and
increased investment leverage and market presence.

     13.  All fees and expenses, including accounting expenses, portfolio
transfer taxes (if any) or other similar expenses incurred in connection with
the Reorganization will be paid by the party directly incurring such fees and
expenses, except that the costs of proxy materials and proxy solicitation,
including legal expenses, will be borne by Banc One Investment Advisors 
Corporation; provided however, that such expenses will in any event be paid by 
the party directly incurring such expenses if and to the extent that the payment
by the other party of such expenses would result in the disqualification of 
either of the Target Fund or the Acquiring Fund as a regulated investment 
company under the Code.  All such fees and expenses incurred and borne by any 
party to the Transaction shall be solely and directly related to the Transaction
and shall be paid directly such, as the case may be, to the relevant providers 
of services or other payees, in accordance with the principles set forth in 
Rev. Rul. 73-54, 1973-1 C.B. 187.


<PAGE>


                                        -5-                         May 29, 1998


     Target Fund shareholders will pay their respective expenses, if any,
incurred in connection with the Transaction.

     14.  For federal income tax purposes, Target Fund qualifies as a regulated
investment company, and the provisions of Sections 851 through 855 of the Code
apply to Target Fund for its current taxable year beginning October 1, 1997 and
will continue to apply to it through the Exchange Date.

     In that regard, Target Fund will declare to Target Fund shareholders of
record on or prior to the Exchange Date a dividend or dividends which together
with all previous such dividends shall have the effect of distributing all of
Target Fund's investment company taxable income (see Code Section 852) (computed
without regard to any deduction for dividends paid) and all of Target Fund's net
realized capital gain (after reduction for any capital loss carryover) in each
case for both the taxable year ending September 30, 1997 and the short taxable
period beginning on October 1, 1997 and ending on the Exchange Date.  Such
dividends will be made to ensure continued qualification of Target Fund as a
regulated investment company for tax purposes and to eliminate fund-level tax.

     15.  For federal income tax purposes, Acquiring Fund qualifies as a
regulated investment company, and the provisions of Section 851 through 855 of
the Code apply to Acquiring Fund for its current taxable year beginning July 1,
1997 and will continue to apply to it through the Exchange Date.

     16.  Acquiring Fund does not own, directly or indirectly, nor has it owned
during the past five years, directly or indirectly, any Target Fund Shares.

     17.  There is no intercorporate indebtedness existing between Target Fund
and Acquiring Fund.

     18.  Target Fund will distribute the Acquiring Fund Shares it receives in
the Transaction to its shareholders as provided in the Agreement.

     19.  Target Fund is not under the jurisdiction of a court in a Title 11 or
similar case within the meaning of Section 368(a)(3)(A) of the Code.

     Based on the foregoing representations and our review of the documents and
items referred to above, we are of the opinion that for federal income tax
purposes:

   (i)    No gain or loss will be recognized by Target Fund upon the transfer of
          Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund
          Shares and the assumption by Acquiring Fund of the liabilities of
          Target Fund;


<PAGE>



                                        -6-                         May 29, 1998


   (ii)   No gain or loss will be recognized by the Target Fund shareholders
          upon the exchange of their Target Fund Shares for Acquiring Fund
          Shares;

   (iii)  The basis of Acquiring Fund Shares a Target Fund shareholder receives
          in connection with the Transaction will be the same as the basis of
          his or her Target Fund Shares exchanged therefor;

   (iv)   A Target Fund shareholder's holding period for his or her Acquiring
          Fund Shares will be determined by including the period for which he or
          she held the Target Fund Shares exchanged therefor, provided that he
          or she held such Target Fund Shares as capital assets;

   (v)    No gain or loss will be recognized by Acquiring Fund upon the receipt
          of the assets of Target Fund in exchange for Acquiring Fund Shares and
          the assumption by Acquiring Fund of the liabilities of Target Fund;

   (vi)   The basis in the hands of Acquiring Fund of the assets of Target Fund
          transferred to Acquiring Fund in the Transaction will be the same as
          the basis of such assets in the hands of Target Fund immediately prior
          to the transfer; and

   (vii)  The holding periods of the assets of Target Fund in the hands of
          Acquiring Fund will include the periods during which such assets were
          held by Target Fund.

                                        Very truly yours,

                                    /s/ Ropes & Gray
                                        ------------

                                        Ropes & Gray

<PAGE>


                                        May 29, 1998


Marquis Funds
  -- Marquis Small Cap Equity Fund
2 Olive Street
Boston, Massachusetts 02109

The One Group
  -- The One Group Small Capitalization Fund
3435 Stelzer Rd.
Columbus, Ohio 43219

Ladies and Gentlemen:

     We have acted as counsel in connection with the Agreement and Plan of
Reorganization (the "Agreement") dated as of May 18, 1998, The One Group Small
Capitalization Fund ("Acquiring Fund"), a series of The One Group (the "One
Group Trust"), a Massachusetts business trust, and the Marquis Small Cap Equity
Fund ("Target Fund"), a series of the Marquis Funds (the "Marquis Trust"), a
Massachusetts business trust.  The Agreement describes a proposed transaction
(the "Transaction") to occur on or about August 10, 1998 (the "Exchange Date"),
pursuant to which Acquiring Fund will acquire substantially all of the assets of
Target Fund in exchange for shares of beneficial interest in Acquiring Fund (the
"Acquiring Fund Shares") and the assumption by Acquiring Fund of all of the
liabilities of Target Fund following which the Acquiring Fund Shares received by
Target Fund will be distributed by Target Fund to its shareholders in
liquidation and termination of Target Fund.  This opinion as to certain federal
income tax consequences of the Transaction is furnished to you pursuant to
Sections 9(g) and 10(g) of the Agreement.  Capitalized terms not defined herein
are used herein as defined in the Agreement.

     Target Fund is a series of the Marquis Fund which is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company.  Shares of Target Fund are redeemable at net
asset value at each shareholder's option.  Target Fund has elected to be a
regulated investment company for federal income tax purposes under Section 851
of the Internal Revenue Code of 1986, as amended (the "Code").


<PAGE>


                                        -2-                         May 29, 1998


     Acquiring Fund is a series of The One Group which is registered under the
1940 Act as an open-end management investment company.  Shares of Acquiring Fund
are redeemable at net asset value at each shareholder's option.

     For purposes of this opinion, we have considered the Agreement, the Proxy
Statement, the Registration Statement (including the items incorporated by
reference therein), and such other items as we have deemed necessary to render
this opinion.  In addition, you have represented to us the following facts,
occurrences and information upon which you have indicated we may rely in
rendering this opinion (whether or not contained or reflected in the documents
and items referred to above):

     1.   Target Fund will transfer to Acquiring Fund all of its assets, and
Acquiring Fund will assume all of the liabilities of Target Fund, as of the
Exchange Date.

     2.   The fair market value of the Acquiring Fund Shares received by each
Target Fund shareholder will be approximately equal to the fair market value of
the Target Fund shares surrendered in exchange therefor.  The Target Fund
shareholders will receive no consideration other than Acquiring Fund Shares
(which may include fractional shares) in exchange for their shares of beneficial
interest in Target Fund (the "Target Fund Shares").

     3.   None of the compensation received by any shareholder-employees of
Target Fund, if any, will be separate consideration for, or allocable to, any of
their Target Fund Shares; none of the Acquiring Fund Shares received by any
Target Fund shareholder-employees will be separate consideration for, or
allocable to, any employment; and the compensation paid to any Acquiring Fund or
Target Fund shareholder-employees, if any, will be for services actually
rendered and will be commensurate with amounts paid to third parties bargaining
at arm's length for similar services.

     4.   There is no plan or intention by any Target Fund shareholder who owns
5% or more of the total outstanding Target Fund Shares, and to the best of the
knowledge of the management of Target Fund, there is no plan or intention on the
part of the remaining Target Fund shareholders to sell, exchange, or otherwise
dispose of a number of Acquiring Fund Shares received in the Transaction that
would reduce Target Fund shareholders' ownership of Acquiring Fund Shares to a
number of Acquiring Fund Shares having a value, as of the date of the
Transaction, of less than 50 percent of the value of all of the formerly
outstanding Target Fund Shares as of the same date.  For purposes of this
representation, Acquiring Fund Shares or Target Fund Shares surrendered by
Target Fund shareholders in redemption or otherwise disposed of, where such
dispositions, if any, appear to be initiated by Target Fund shareholders in
connection with or as a result of the Agreement or the Transaction, will be
treated as outstanding Target Fund Shares on the date of the Transaction.


<PAGE>


                                        -3-                         May 29, 1998


     5.   Acquiring Fund has no plan or intention to reacquire any of the
Acquiring Fund Shares issued in the Transaction, except for Acquiring Fund
Shares reacquired in the ordinary course of its business as an open-end
investment company.

     6.   Acquiring Fund will acquire at least 90 percent of the fair market
value of the net assets and at least 70 percent of the fair market value of the
gross assets held by Target Fund immediately prior to the Transaction.  For
purposes of this representation, (a) amounts paid by Target Fund, out of the
assets of Target Fund, to Target Fund shareholders in redemption of Target Fund
Shares, where such redemptions, if any, appear to be initiated by Target Fund
shareholders in connection with or as a result of the Agreement or the
Transaction, (b) amounts used by Target Fund to pay expenses of the Transaction,
and (c) amounts used to effect all redemptions and distributions (except for
regular, normal dividends declared and paid in order to ensure Target Fund's
continued qualification as a regulated investment company and to avoid fund-
level tax (including for this purpose any dividends referred to in
representation 14 herein)) made by Target Fund immediately preceding the
transfer will be included as assets of Target Fund held immediately prior to the
Transaction.  Further, to the best of the knowledge of the managements of each
of Acquiring Fund and Target Fund, this representation will remain true even if
the amounts, if any, that Acquiring Fund pays after the Transaction to Acquiring
Fund shareholders who are former Target Fund shareholders in redemption of
Acquiring Fund Shares received in exchange for Target Fund Shares, where such
redemptions, if any, appear to be initiated by such shareholders in connection
with or as a result of the Agreement or the Transaction, are considered to be
assets of Target Fund that were not transferred to Acquiring Fund.

     7.   The fair market value of the assets transferred to Acquiring Fund by
Target Fund will equal or exceed the sum of the liabilities to be assumed by
Acquiring Fund.

     8.   In the Transaction Target Fund will transfer to Acquiring Fund at
least 50% of its historic business assets (see definition below).

     9.   Following the Transaction, Acquiring Fund will continue to use a
significant portion (in this case, at least 50%) of the historic business assets
of Target Fund, namely, Target Fund's interest in the Small Cap Growth Portfolio
of SEI Institutional Managed Trust (the "Master Fund").  Specifically, Acquiring
Fund will use such significant portion of Target Fund's historic business assets
in its business by continuing to hold at least such portion of the total assets 
transferred to it by Target Fund.  That is, Acquiring Fund will continue to hold
historic business assets of Target Fund, defined for purposes of this opinion as
those assets transferred to it on the Exchange Date which were either (i) 
acquired by Target Fund prior to its management's decision to propose to its 
Trustees that it transfer any or all of its assets to Acquiring Fund, or (ii) 
acquired subsequent to such decision but not with a view to the Agreement or the
Transaction, in an amount equal to at least 50% of the assets in Target Fund's 
portfolio held on the Exchange Date, as increased by


<PAGE>


                                   -4-                              May 29, 1998


the amounts, if any, that Target Fund paid to its shareholders in redemption of
its shares, where such redemptions, if any, appear to have been initiated by
such shareholders in connection with or as a result of the Agreement or
Transaction.  In making this determination, dispositions made in the ordinary
course of Acquiring Fund's business as an open-end investment company (I.E.,
dispositions made in the ordinary course of business and independent of the
Transaction) shall not be taken into account.  In addition, following the
Transaction, Acquiring Fund will continue the historic business of Target Fund
as an open-end investment company that seeks to invest (formerly, indirectly) in
equity securities of growth companies with smaller market capitalizations.

     10.  Acquiring Fund has no plan or intention to sell or otherwise dispose
of any of the assets of Target Fund acquired in the Transaction, except for
(i) dispositions made in the ordinary course of its business as a series of an
open-end investment company (I.E., dispositions made in the ordinary course of
business and independent of the Transaction), and (ii) dispositions made by 
Acquiring Fund to realign its portfolio in order to reflect its investment 
objective and conform to its investment restrictions and/or to maintain its 
qualification as a "regulated investment company" for federal income tax 
purposes under Section 851 of the Code ("Realignment Dispositions"), which 
Realignment Dispositions shall be limited to the extent required by the above 
representation relating to the continued use by Aquiring Fund of the 
historic business assets of Target Fund.  For purposes of this representation, 
Realignment Dispositions made by Target Fund, if any, will be considered to 
have been made by Aquiring Fund.

     11.  The liabilities of Target Fund to be assumed by Acquiring Fund were
incurred by Target Fund in the ordinary course of its business and are
associated with the assets transferred to Acquiring Fund.  For purposes of this
paragraph, expenses of the Transaction are not treated as liabilities.

     12.  The Transaction will offer shareholders of the Target Fund an enhanced
range of investment options, the ability to benefit from possible economies of 
scale due to the Acquiring Fund's larger size relative to the Target Fund, and 
increased investment leverage and market presence.

     13.  All fees and expenses, including accounting expenses, portfolio
transfer taxes (if any) or other similar expenses incurred in connection with
the Reorganization will be paid by the party directly incurring such fees and
expenses, except that the costs of proxy materials and proxy solicitation,
including legal expenses, will be borne by Banc One Investment Advisors 
Corporation; provided however, that such expenses will in any event be paid 
by the party directly incurring such expenses if and to the extent that the 
payment by the other party of such expenses would result in the disqualification
of either of the Target Fund or the Acquiring Fund as a regulated investment 
company under the Code.  All such fees and expenses incurred and borne by any 
party to the Transaction shall be solely and directly related to the Transaction
and shall be paid directly such, as the case may be, to the relevant providers 
of services or other payees, in accordance with the principles set forth in 
Rev. Rul. 73-54, 1973-1 C.B. 187.

     Target Fund shareholders will pay their respective expenses, if any,
incurred in connection with the Transaction.

     14.  For federal income tax purposes, Target Fund qualifies as a regulated
investment company, and the provisions of Sections 851 through 855 of the Code
apply to


<PAGE>


                                        -5-                         May 29, 1998


Target Fund for its current taxable year beginning October 1, 1997 and will
continue to apply to it through the Exchange Date.

     In that regard, Target Fund will declare to Target Fund shareholders of
record on or prior to the Exchange Date a dividend or dividends which together
with all previous such dividends shall have the effect of distributing all of
Target Fund's investment company taxable income (see Code Section 852) (computed
without regard to any deduction for dividends paid) and all of Target Fund's net
realized capital gain (after reduction for any capital loss carryover) in each
case for both the taxable year ending September 30, 1997 and the short taxable
period beginning on October 1, 1997 and ending on the Exchange Date.  Such
dividends will be made to ensure continued qualification of Target Fund as a
regulated investment company for tax purposes and to eliminate fund-level tax.

     15.  For federal income tax purposes, Acquiring Fund qualifies as a
regulated investment company, and the provisions of Section 851 through 855 of
the Code apply to Acquiring Fund for its current taxable year beginning July 1,
1997 and will continue to apply to it through the Exchange Date.

     16.  Acquiring Fund does not own, directly or indirectly, nor has it owned
during the past five years, directly or indirectly, any Target Fund Shares.

     17.  There is no intercorporate indebtedness existing between Target Fund
and Acquiring Fund.

     18.  Target Fund will distribute the Acquiring Fund Shares it receives in
the Transaction to its shareholders as provided in the Agreement.

     19.  Target Fund is not under the jurisdiction of a court in a Title 11 or
similar case within the meaning of Section 368(a)(3)(A) of the Code.

     Based on the foregoing representations and our review of the documents and
items referred to above, we are of the opinion that for federal income tax
purposes:

   (i)    No gain or loss will be recognized by Target Fund upon the transfer of
          Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund
          Shares and the assumption by Acquiring Fund of the liabilities of
          Target Fund;

   (ii)   No gain or loss will be recognized by the Target Fund shareholders
          upon the exchange of their Target Fund Shares for Acquiring Fund
          Shares;

   (iii)  The basis of Acquiring Fund Shares a Target Fund shareholder receives
          in connection with the Transaction will be the same as the basis of
          his or her Target Fund Shares exchanged therefor;


<PAGE>


                                        -6-                         May 29, 1998


   (iv)   A Target Fund shareholder's holding period for his or her Acquiring
          Fund Shares will be determined by including the period for which he or
          she held the Target Fund Shares exchanged therefor, provided that he
          or she held such Target Fund Shares as capital assets;

   (v)    No gain or loss will be recognized by Acquiring Fund upon the receipt
          of the assets of Target Fund in exchange for Acquiring Fund Shares and
          the assumption by Acquiring Fund of the liabilities of Target Fund;

   (vi)   The basis in the hands of Acquiring Fund of the assets of Target Fund
          transferred to Acquiring Fund in the Transaction will be the same as
          the basis of such assets in the hands of Target Fund immediately prior
          to the transfer; and

   (vii)  The holding periods of the assets of Target Fund in the hands of
          Acquiring Fund will include the periods during which such assets were
          held by Target Fund.

                                        Very truly yours,

                                    /s/ Ropes & Gray
                                        ------------

                                        Ropes & Gray

<PAGE>


                                        May 29, 1998


Marquis Funds
  -- Marquis International Equity Fund
2 Olive Street
Boston, Massachusetts 02109

The One Group
  -- The One Group International Equity Index Fund
3435 Stelzer Rd.
Columbus, Ohio 43219

Ladies and Gentlemen:

     We have acted as counsel in connection with the Agreement and Plan of
Reorganization (the "Agreement") dated as of May 18, 1998, The One Group
International Equity Index Fund ("Acquiring Fund"), a series of The One Group
(the "One Group Trust"), a Massachusetts business trust, and the Marquis
International Equity Fund ("Target Fund"), a series of the Marquis Funds (the
"Marquis Trust"), a Massachusetts business trust.  The Agreement describes a
proposed transaction (the "Transaction") to occur on or about August 10, 1998
(the "Exchange Date"), pursuant to which Acquiring Fund will acquire
substantially all of the assets of Target Fund in exchange for shares of
beneficial interest in Acquiring Fund (the "Acquiring Fund Shares") and the
assumption by Acquiring Fund of all of the liabilities of Target Fund following
which the Acquiring Fund Shares received by Target Fund will be distributed by
Target Fund to its shareholders in liquidation and termination of Target Fund.
This opinion as to certain federal income tax consequences of the Transaction is
furnished to you pursuant to Sections 9(g) and 10(g) of the Agreement.
Capitalized terms not defined herein are used herein as defined in the
Agreement.

     Target Fund is a series of the Marquis Fund which is registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management investment company.  Shares of Target Fund are redeemable at net
asset value at each shareholder's option.  Target Fund has elected to be a
regulated investment company for federal income tax purposes under Section 851
of the Internal Revenue Code of 1986, as amended (the "Code").


<PAGE>


                                        -2-                         May 29, 1998


     Acquiring Fund is a series of The One Group which is registered under the
1940 Act as an open-end management investment company.  Shares of Acquiring Fund
are redeemable at net asset value at each shareholder's option.

     For purposes of this opinion, we have considered the Agreement, the Proxy
Statement, the Registration Statement (including the items incorporated by
reference therein), and such other items as we have deemed necessary to render
this opinion.  In addition, you have represented to us the following facts,
occurrences and information upon which you have indicated we may rely in
rendering this opinion (whether or not contained or reflected in the documents
and items referred to above):

          1.   Target Fund will transfer to Acquiring Fund all of its assets, 
and Acquiring Fund will assume all of the liabilities of Target Fund, as of 
the Exchange Date.

          2.   The fair market value of the Acquiring Fund Shares received by 
each Target Fund shareholder will be approximately equal to the fair market 
value of the Target Fund shares surrendered in exchange therefor.  The Target 
Fund shareholders will receive no consideration other than Acquiring Fund 
Shares (which may include fractional shares) in exchange for their shares of 
beneficial interest in Target Fund (the "Target Fund Shares").

          3.   None of the compensation received by any shareholder-employees 
of Target Fund, if any, will be separate consideration for, or allocable to, 
any of their Target Fund Shares; none of the Acquiring Fund Shares received 
by any Target Fund shareholder-employees will be separate consideration for, 
or allocable to, any employment; and the compensation paid to any Acquiring 
Fund or Target Fund shareholder-employees, if any, will be for services 
actually rendered and will be commensurate with amounts paid to third parties 
bargaining at arm's length for similar services.

          4.   There is no plan or intention by any Target Fund shareholder 
who owns 5% or more of the total outstanding Target Fund Shares, and to the 
best of the knowledge of the management of Target Fund, there is no plan or 
intention on the part of the remaining Target Fund shareholders to sell, 
exchange, or otherwise dispose of a number of Acquiring Fund Shares received 
in the Transaction that would reduce Target Fund shareholders' ownership of 
Acquiring Fund Shares to a number of Acquiring Fund Shares having a value, as 
of the date of the Transaction, of less than 50 percent of the value of all 
of the formerly outstanding Target Fund Shares as of the same date.  For 
purposes of this representation, Acquiring Fund Shares or Target Fund Shares 
surrendered by Target Fund shareholders in redemption or otherwise disposed 
of, where such dispositions, if any, appear to be initiated by Target Fund 
shareholders in connection with or as a result of the Agreement or the 
Transaction, will be treated as outstanding Target Fund Shares on the date of 
the Transaction.

<PAGE>


                                        -3-                         May 29, 1998


          5.   Acquiring Fund has no plan or intention to reacquire any of 
the Acquiring Fund Shares issued in the Transaction, except for Acquiring 
Fund Shares reacquired in the ordinary course of its business as an open-end 
investment company.

          6.   Acquiring Fund will acquire at least 90 percent of the fair 
market value of the net assets and at least 70 percent of the fair market 
value of the gross assets held by Target Fund immediately prior to the 
Transaction.  For purposes of this representation, (a) amounts paid by Target 
Fund, out of the assets of Target Fund, to Target Fund shareholders in 
redemption of Target Fund Shares, where such redemptions, if any, appear to 
be initiated by Target Fund shareholders in connection with or as a result of 
the Agreement or the Transaction, (b) amounts used by Target Fund to pay 
expenses of the Transaction, and (c) amounts used to effect all redemptions 
and distributions (except for regular, normal dividends declared and paid in 
order to ensure Target Fund's continued qualification as a regulated 
investment company and to avoid fund-level tax (including for this purpose 
any dividends referred to in representation 14 herein)) made by Target Fund 
immediately preceding the transfer will be included as assets of Target Fund 
held immediately prior to the Transaction.  Further, to the best of the 
knowledge of the managements of each of Acquiring Fund and Target Fund, this 
representation will remain true even if the amounts, if any, that Acquiring 
Fund pays after the Transaction to Acquiring Fund shareholders who are former 
Target Fund shareholders in redemption of Acquiring Fund Shares received in 
exchange for Target Fund Shares, where such redemptions, if any, appear to be 
initiated by such shareholders in connection with or as a result of the 
Agreement or the Transaction, are considered to be assets of Target Fund that 
were not transferred to Acquiring Fund.

          7.   The fair market value of the assets transferred to Acquiring 
Fund by Target Fund will equal or exceed the sum of the liabilities to be 
assumed by Acquiring Fund.

          8.   In the Transaction Target Fund will transfer to Acquiring Fund 
at least 50% of its historic business assets (see definition below).

          9.   Following the Transaction, Acquiring Fund will continue to use 
a significant portion (in this case, at least 50%) of the historic business 
assets of Target Fund, namely, Target Fund's interest in the International 
Equity Portfolio of SEI Investment Trust (the "Master Fund").  Specifically,
Acquiring Fund will use such significant portion of Target Fund's historic 
business assets in its business by continuing to hold at least such portion 
of the total assets transferred to it by Target Fund.  That is, Acquiring 
Fund will continue to hold historic business assets of Target Fund, defined 
for purposes of this opinion as those assets transferred to it on the Exchange
Date which were either (i) acquired by Target Fund prior to its management's 
decision to propose to its Trustees that it transfer any or all of its assets to
Acquiring Fund, or (ii) acquired subsequent to such decision but not with a 
view to the Agreement or the Transaction, in an amount equal to at least 50% 
of the assets in Target Fund's portfolio held on the Exchange Date, as 
increased by

<PAGE>


                                        -4-                         May 29, 1998


the amounts, if any, that Target Fund paid to its shareholders in redemption of
its shares, where such redemptions, if any, appear to have been initiated by
such shareholders in connection with or as a result of the Agreement or
Transaction.  In making this determination, dispositions made in the ordinary
course of Acquiring Fund's business as an open-end investment company (I.E.,
dispositions made in the ordinary course of business and independent of the
Transaction) shall not be taken into account.  In addition, following the
Transaction, Acquiring Fund will continue to be an open-end investment company
that seeks to invest in international equity securities, as Target Fund
(indirectly) was; however, it will be an index fund rather than a managed fund.

          10.  Acquiring Fund has no plan or intention to sell or otherwise 
dispose of any of the assets of Target Fund acquired in the Transaction, 
except for (i) dispositions made in the ordinary course of its business as a 
series of an open-end investment company (I.E., dispositions made in the 
ordinary course of business and independent of the Transaction), and (ii) 
dispositions made by Acquiring Fund to realign its portfolio in order to 
reflect its investment objective and conform to its investment restrictions 
and/or to maintain its qualification as a "regulated investment company" for 
federal income tax purposes under Section 851 of the Code ("Realignment 
Dispositions"), which Realignment Dispositions shall be limited to the extent 
required by the above representation relating to the continued use by 
Aquiring Fund of the historic business assets of Target Fund.  For purposes 
of this representation, Realignment Dispositions made by Target Fund, if any, 
will be considered to have been made by Aquiring Fund.

          11.  The liabilities of Target Fund to be assumed by Acquiring Fund 
were incurred by Target Fund in the ordinary course of its business and are 
associated with the assets transferred to Acquiring Fund.  For purposes of 
this paragraph, expenses of the Transaction are not treated as liabilities.

          12.  The Transaction will offer shareholders of the Target Fund an 
enhanced range of investment options, the ability to benefit from possible 
economies of scale due to the Acquiring Fund's larger size relative to the 
Target Fund, and increased investment leverage and market presence.

          13.  All fees and expenses, including accounting expenses, 
portfolio transfer taxes (if any) or other similar expenses incurred in 
connection with the Reorganization will be paid by the party directly 
incurring such fees and expenses, except that the costs of proxy materials 
and proxy solicitation, including legal expenses, will be borne by Banc One 
Investment Advisors Corporation; provided however, that such expenses will in 
any event be paid by the party directly incurring such expenses if and to the 
extent that the payment by the other party of such expenses would result in 
the disqualification of either of the Target Fund or the Acquiring Fund as a 
regulated investment company under the Code. All such fees and expenses 
incurred and borne by any party to the Transaction shall be solely and 
directly related to the Transaction and shall be paid directly such, as the 
case may be, to the relevant providers of services or other payees, in 
accordance with the principles set forth in Rev. Rul. 73-54, 1973-1 C.B. 187.

     Target Fund shareholders will pay their respective expenses, if any,
incurred in connection with the Transaction.

          14.  For federal income tax purposes, Target Fund qualifies as a 
regulated investment company, and the provisions of Sections 851 through 855 
of the Code apply to

<PAGE>


                                        -5-                         May 29, 1998


Target Fund for its current taxable year beginning October 1, 1997 and will
continue to apply to it through the Exchange Date.

     In that regard, Target Fund will declare to Target Fund shareholders of
record on or prior to the Exchange Date a dividend or dividends which together
with all previous such dividends shall have the effect of distributing all of
Target Fund's investment company taxable income (see Code Section 852) (computed
without regard to any deduction for dividends paid) and all of Target Fund's net
realized capital gain (after reduction for any capital loss carryover) in each
case for both the taxable year ending September 30, 1997 and the short taxable
period beginning on October 1, 1997 and ending on the Exchange Date.  Such
dividends will be made to ensure continued qualification of Target Fund as a
regulated investment company for tax purposes and to eliminate fund-level tax.

          15.  For federal income tax purposes, Acquiring Fund qualifies as a 
regulated investment company, and the provisions of Section 851 through 855 
of the Code apply to Acquiring Fund for its current taxable year beginning 
July 1, 1997 and will continue to apply to it through the Exchange Date.

          16.  Acquiring Fund does not own, directly or indirectly, nor has 
it owned during the past five years, directly or indirectly, any Target Fund 
Shares.

          17.  There is no intercorporate indebtedness existing between 
Target Fund and Acquiring Fund.

          18.  Target Fund will distribute the Acquiring Fund Shares it 
receives in the Transaction to its shareholders as provided in the Agreement.

          19.  Target Fund is not under the jurisdiction of a court in a 
Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the 
Code.

     Based on the foregoing representations and our review of the documents and
items referred to above, we are of the opinion that for federal income tax
purposes:

   (i)    No gain or loss will be recognized by Target Fund upon the transfer of
          Target Fund's assets to Acquiring Fund in exchange for Acquiring Fund
          Shares and the assumption by Acquiring Fund of the liabilities of
          Target Fund;

   (ii)   No gain or loss will be recognized by the Target Fund shareholders
          upon the exchange of their Target Fund Shares for Acquiring Fund
          Shares;

   (iii)  The basis of Acquiring Fund Shares a Target Fund shareholder receives
          in connection with the Transaction will be the same as the basis of
          his or her Target Fund Shares exchanged therefor;


<PAGE>


                                        -6-                         May 29, 1998


   (iv)   A Target Fund shareholder's holding period for his or her Acquiring
          Fund Shares will be determined by including the period for which he or
          she held the Target Fund Shares exchanged therefor, provided that he
          or she held such Target Fund Shares as capital assets;

   (v)    No gain or loss will be recognized by Acquiring Fund upon the receipt
          of the assets of Target Fund in exchange for Acquiring Fund Shares and
          the assumption by Acquiring Fund of the liabilities of Target Fund;

   (vi)   The basis in the hands of Acquiring Fund of the assets of Target Fund
          transferred to Acquiring Fund in the Transaction will be the same as
          the basis of such assets in the hands of Target Fund immediately prior
          to the transfer; and

   (vii)  The holding periods of the assets of Target Fund in the hands of
          Acquiring Fund will include the periods during which such assets were
          held by Target Fund.


                                        Very truly yours,

                                    /s/ Ropes & Gray
                                        ------------

                                        Ropes & Gray


<PAGE>

                                   EXHIBIT (13)(b)

                 RE-EXECUTED MANAGEMENT AND ADMINISTRATION AGREEMENT
                               DATED NOVEMBER 20, 1997
                                       BETWEEN
                    REGISTRANT AND THE ONE GROUP SERVICES COMPANY


<PAGE>
                       MANAGEMENT AND ADMINISTRATION AGREEMENT

     AGREEMENT dated December 1, 1995, as re-executed November 20, 1997, between
The One Group (the "Trust"), a Massachusetts business trust having its principal
place of business at 1111 Polaris Parkway, Columbus, Ohio 43240, and The One
Group Services Company ("Administrator"), a Delaware corporation having its
principal place of business at 3435 Stelzer Road, Columbus, Ohio 43219.

     WHEREAS, the Trust is an open-end management investment company, organized
as a Massachusetts business trust and registered with the Securities and
Exchange Commission (the "Commission") under the Investment Company Act of 1940
(the "1940 Act"); and

     WHEREAS, the Trust desires to retain Administrator to furnish management
and administration services to certain investment portfolios of the Trust and
may retain Administrator to serve in such capacity with respect to additional
investment portfolios of the Trust, all as now or hereafter may be identified in
Schedule A hereto as such Schedule may be amended from time to time
(individually referred to herein as a "Fund" and collectively referred to herein
as the "Funds").

     NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:

     1.   SERVICE AS MANAGER AND ADMINISTRATOR

          Subject to the direction and control of the Board of Trustees of the
Trust, Administrator will assist in supervising all aspects of the operations of
the Funds except those performed by the investment adviser for the Funds under
its Investment Advisory Agreement, the custodian for the Funds under its
Custodian Agreement, the transfer agent for the Funds under its Transfer Agency
Agreement and the fund accountant for the Funds under its Fund Accounting
Agreement.

          Administrator will maintain office facilities (which may be in the
offices of Administrator or an affiliate but shall be in such location as the
Trust shall reasonably determine); furnish statistical and research data,
clerical and certain bookkeeping services and stationery and office supplies;
prepare the periodic reports to the Commission on Form N-SAR or any replacement
forms therefor; compile data for, assist the Trust or its designee in the
preparation of, and file, all the Funds' federal and state tax returns and
required tax filings other than those required to be made by the Funds'
custodian and transfer agent; prepare compliance filings pursuant to state
securities laws with the advice of the Trust's counsel; assist to the extent
requested by the Trust with the Trust's preparation of its Annual and
Semi-Annual Reports to Shareholders and its Registration Statements (on Form
N-1A or any replacement therefor); compile data for and prepare for filing
Notices to the Commission required pursuant to Rule 24f-2 under the 1940 Act;
keep and maintain the financial accounts and records of the Funds, including
calculation of daily expense accruals; in the case of money market funds,
periodic review of the amount of the deviation, if any, of the current net asset
value per share (calculated using available market quotations or an appropriate
substitute that reflects current market conditions) from each money market
fund's amortized cost price per share; and generally assist in all aspects of
the operations of the Funds.  In compliance with the requirements of Rule 31a-3
under the 1940 Act, Administrator hereby agrees that all records which it
maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's request. 
Administrator further agrees to preserve for the periods prescribed by Rule
31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1
under the 1940 Act.  Administrator may delegate some or all of its
responsibilities under this Agreement.

     2.   FEES; EXPENSES; EXPENSE REIMBURSEMENT

          In consideration of services rendered and expenses assumed pursuant to
this Agreement, each of the Funds will pay Administrator on the first business
day of each month, or at such time(s) as Administrator shall request and the
parties hereto shall agree, a fee computed daily and paid as specified below
calculated at the applicable annual rate set forth on Schedule A hereto.  The
fee for the period from the day of the month this Agreement is entered into 


                                          1
<PAGE>

until the end of that month shall be prorated according to the proportion which
such period bears to the full monthly period.  Upon any termination of this
Agreement before the end of any month, the fee for such part of a month shall be
prorated according to the proportion which such period bears to the full monthly
period and shall be payable upon the date of termination of this Agreement.

          For the purpose of determining fees payable to Administrator, the
value of the net assets of a particular Fund shall be computed in the manner
described in the Trust's Declaration of Trust or in the Prospectus or Statement
of Additional Information respecting that Fund as from time to time is in effect
for the computation of the value of such net assets in connection with the
determination of the liquidating value of the shares of such Fund.

          Administrator will from time to time employ or associate with itself
such person or persons as Administrator may believe to be particularly fitted to
assist it in the performance of this Agreement.  Such person or persons may be
partners, officers, or employees who are employed by both Administrator and the
Trust.  The compensation of such person or persons shall be paid by
Administrator and no obligation may be incurred on behalf of the Funds in such
respect.  Other expenses to be incurred in the operation of the Funds including
taxes, interest, brokerage fees and commissions, if any, fees of Trustees who
are not partners, officers, directors, shareholders or employees of
Administrator or the investment adviser or distributor for the Funds, Commission
fees and state Blue Sky qualification and renewal fees and expenses, investment
advisory fees, custodian fees, transfer and dividend disbursing agents' fees,
fund accounting fees including pricing of portfolio securities, service
organization fees, certain insurance premiums, outside and, to the extent
authorized by the Trust, inside auditing and legal fees and expenses, costs of
maintenance of corporate existence, typesetting and printing prospectuses for
regulatory purposes and for distribution to current shareholders of the Funds,
costs of shareholders' and Trustees' reports and meetings and any extraordinary
expenses will be borne by the Funds; provided, however, that the Funds will not
bear, directly or indirectly, the cost of any activity which is primarily
intended to result in the distribution of shares of the Funds.

          If in any fiscal year the aggregate expenses of a particular Fund (as
defined under the securities regulations of any state having jurisdiction over
the Trust) exceed the expense limitations of any such state, Administrator will
reimburse such Fund for a portion of such excess expenses equal to such excess
times the ratio of the fees respecting such Fund otherwise payable to
Administrator hereunder to the aggregate fees respecting such Fund otherwise
payable to Administrator hereunder and to Banc One Investment Advisors
Corporation under the Investment Advisory Agreements between Banc One Investment
Advisors Corporation and the Trust.  The expense reimbursement obligation of
Administrator is limited to the amount of its fees hereunder for such fiscal
year, provided, however, that notwithstanding the foregoing, Administrator shall
reimburse a particular Fund for such proportion of such excess expenses
regardless of the amount of fees paid to it during such fiscal year to the
extent that the securities regulations of any state having jurisdiction over the
Trust so require.  Such expense reimbursement, if any, will be estimated daily
and reconciled and paid on a monthly basis.

     3.   PROPRIETARY AND CONFIDENTIAL INFORMATION

          Administrator agrees on behalf of itself and its partners and
employees to treat confidentially and as proprietary information of the Trust
all records and other information relative to the Trust and prior, present, or
potential shareholders, and not to use such records and information for any
purpose other than performance of its responsibilities and duties hereunder,
except after prior notification to and approval in writing by the Trust, which
approval shall not be unreasonably withheld and may not be withheld where
Administrator may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Trust.

     4.   LIMITATION OF LIABILITY; RELIANCE ON RECORDS AND INSTRUCTIONS;
INDEMNIFICATION 

          Administrator shall use its best efforts to ensure the accuracy of all
services performed under this Agreement but shall not be liable for any loss
suffered by the Funds in connection with the matters to which this Agreement
relates, except for a loss resulting from willful misfeasance, bad faith or
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement.  Any


                                          2
<PAGE>

person, even though also, an employee, or agent of Administrator, who may be or
become an officer, Trustee, employee or agent of the Trust or the Funds shall be
deemed, when rendering services to the Trust or the Funds, or acting on any
business of that party, to be rendering such services to or acting solely for
that party and not as a partner, employee, or agent or one under the control or
direction of Administrator even though paid by it.

          The Trust agrees to indemnify and hold harmless Administrator, its
employees, agents, directors, officers and nominees from and against any and all
liabilities or expense, including but not limited to attorney fees, in
connection with any claims or regulatory actions based upon reasonable reliance
on written information or records with respect to a Fund given to Administrator
by a duly authorized representative of the Sub-Administrator, Fund Accountant,
or Distributor; provided, that this indemnification shall not apply to actions
or omissions of Administrator in cases of its own bad faith, wilful misfeasance,
negligence or from reckless disregard by it of its obligations and duties, and
further provided that prior to confessing any claims against it which may be the
subject of this indemnification, Administrator shall give the Trust written
notice of and reasonable opportunity to defend against said claim in its own
name or in the name of Administrator.

     5.   TERM

          This Agreement shall become effective as of the date first written
above (or, if a particular Fund is not in existence on the date, on the date an
amendment to Schedule A to this Agreement relating to that Fund is executed) and
shall continue until November 30, 1996, and unless sooner terminated as provided
herein, 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 60 days prior to the expiration of the then-current term;
provided that such continuance is specifically reviewed and approved at least
annually (a) by the vote of a majority of the Trust's Board of Trustees or by
the vote of a majority of the outstanding voting securities of such Fund and (b)
by the majority of the Trust's Trustees who are not parties to the Agreement or
interested persons (as defined in the 1940 Act) of any party to this Agreement,
by vote cast in person at a meeting called for the purpose of voting on such
approval.  The scope of such review shall be whether there is any "cause" (as
defined below) that would justify terminating the Agreement.  This Agreement is
terminable with respect to a particular Fund through a failure to renew at the
end of a five-year term; upon mutual agreement of the parties hereto; or for
"cause" by the party alleging "cause," in any case on not less than 60 days
written notice by the Trust's Board of Trustees or by Administrator.  Written
notice not to renew may be given for any reason, with or without "cause" (as
defined below).

          For purposes of this Agreement, "cause" shall mean (a) willful
misfeasance, bad faith gross negligence or reckless disregard on the part of the
party to be terminated with respect to its obligations and duties set forth
herein; (b) a final, unappealable judicial, regulatory or administrative ruling
or order in which the party to be terminated has been found guilty of criminal
or unethical behavior in the conduct of its business; (c) financial difficulties
on the part of the party to be terminated which is evidenced by the
authorization or commencement of, or involvement by way of pleading, answer,
consent, or acquiescence in, a voluntary or involuntary case under Title 11 of
the United States Code, as from time to time is in effect, or any applicable
law, other than said Title 11, of any jurisdiction relating to the liquidation
or reorganization of debtors or to the modification or alteration of the rights
of creditors; or (d) any circumstance which substantially impairs the
performance of the obligations and duties of the party to be terminated, or the
ability to perform those obligations and duties, as contemplated herein. 
Notwithstanding the foregoing, the absence of either or both an annual review or
ratification of this Agreement by the Board of Trustees shall not, in and of
itself, constitute "cause" as used herein.

          If, for any reason other than "cause" as defined above, Administrator
is replaced as fund manager and administrator, or if a third party is added to
perform all or a part of the services provided by Administrator under this
Agreement (excluding any sub-administrator appointed by Administrator as
provided in Section 1 hereof, then the Trust shall make a one-time cash payment,
as liquidated damages, to Administrator equal to the balance due Administrator
for the remainder of the term of this Agreement, assuming for purposes of
calculation of the payment that the asset level of the Trust on the date,
Administrator is replaced, or a third party is added, will remain constant for
the balance of the contract term.


                                          3
<PAGE>

     6.   USE OF SUB-ADMINISTRATOR

          Administrator shall retain Banc One Investment Advisors Corporation
("BOIA") to provide sub-administration services pursuant to a sub-administration
agreement among Administrator, BOIA and the Trust dated as of the date first
written above.  Such sub-administration agreement shall not be terminated during
the term of this Agreement without the specific written approval of the Trust.

     7.   GOVERNING LAW AND MATTERS RELATING TO THE TRUST AS A MASSACHUSETTS
BUSINESS TRUST 

          This Agreement shall be governed by the law of the Commonwealth of
Massachusetts.  It is expressly agreed that the obligations of the Trust
hereunder shall not be binding upon any of the Trustees, shareholders, nominees,
officers, agents or employees of the Trust personally, but shall bind only the
trust property of the Trust.  The execution and delivery of this Agreement have
been authorized by the Trustees, and this Agreement has been signed and
delivered by an authorized officer of the Trust, acting as such, and neither
such authorization by the Trustees nor such execution and delivery by such
officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, but shall bind only the trust
property of the Trust as provided in the Trust's Agreement and Declaration of
Trust.

     IN WITNESS WHEREOF, the parses hereto caused this instrument to be executed
by their officers designated below as of the day and year first written above.


THE ONE GROUP-Registered Trademark-          THE ONE GROUP SERVICES COMPANY

/s/ William Tomko                            /s/ Mark S. Redman
    -----------------                            ------------------

    By: William Tomko                            By: Mark S. Redman

    Title: Treasurer                             Title: President

    Date: 11/20/97                               Date: 11/20/97


                                          4

<PAGE>

                                   Exhibit (14)(a)

                             Consent of Coopers & Lybrand


<PAGE>

                          Consent of Independent Accountants

We consent to the incorporation by reference in this Registration Statement on
Form N-14 (file No. 2-95973) of The One Group to our reports dated August 22,
1997 on our audits of the financial statements and financial highlights for the
Treasury Only Money Market Fund, the Government Money Market Fund, the U.S.
Treasury Securities Money Market Fund, the Prime Money Market Fund, the
Municipal Money Market Fund, the Ohio Municipal Money Market Fund, the Ultra
Short-Term Bond Fund, the Limited Volatility Bond Fund, the Intermediate Bond
Fund, the Government Bond Fund, the Income Bond Fund, the Treasury & Agency
Fund, the Intermediate Tax-Free Bond Fund, the Municipal Bond Fund, the Kentucky
Municipal Bond Fund, the Ohio Municipal Bond Fund, the Louisiana Municipal Bond
Fund, the West Virginia Municipal Bond Fund, the Arizona Municipal Bond Fund,
the Asset Allocation  Fund, the Income Equity Fund, the Equity Index Fund, the
Value Growth Fund, the Large Company Value Fund, the Disciplined Value Fund, the
Large Company Growth Fund, the Growth Opportunities Fund, the Gulf South Growth 
Fund, the International Equity Index Fund, the Investor Growth Fund, the
Investor Growth and Income Fund, the Investor Balanced Fund, and the Investor
Conservative Growth Fund constituting The One Group as of June 30, 1997 and for
the respective period then ending.  We also consent to the reference to our Firm
under the caption "Financial Statements" in the Registration Statement on Form
N-14 (file No. 2-95973).

               Coopers & Lybrand, L.L.P.

Columbus, Ohio
May 29, 1998

<PAGE>

                                   EXHIBIT (14)(b)

                               CONSENT OF ROPES & GRAY

<PAGE>

                                  Consent of Counsel

     We hereby consent to the use of our name and the reference to our firm
included in or made a part of the Registration Statement of The One Group on
Form N-14 under the Securities Act of 1933, as amended.

               Ropes & Gray


Washington, D.C.
May 29, 1998


<PAGE>

                                   EXHIBIT (14)(c)

                           CONSENT OF PRICE WATERHOUSE LLP

<PAGE>

                          Consent of Independent Accountants

We hereby consent to the incorporation by Reference in the Prospectus and 
Statement of Additional Information of constituting parts of Post-Effective 
Amendment No. 43 to the registration statement on Form N-1A of The One Group 
(the "N-1A Registration Statement"), which registration statement constitutes 
part of this registration statement on Form N-14 of The One Group (the "N-14 
Registration Statement"), of our report dated January 19, 1996 relating to 
the financial statements and financial highlights appearing in the November 
30, 1995 Annual Report to Shareholders of the Paragon Portfolio, which report 
is also incorporated by reference.  We also consent to the reference to us 
under the heading "Experts" in such Statement of Additional Information.



PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, NY 10036
May 29, 1998


<PAGE>
                                   EXHIBIT (14)(d)

                           CONSENT OF KPMG PEAT MARWICK LLP

<PAGE>

                          Independent Auditors' Consent

To the Board of Trustees of
The One Group

We consent to the reference to our firm under the heading "Experts" in the
Statement of Additional Information, which is incorporated by reference in the
Form N-14 filed by The One Group.

               KPMG Peat Marwick LLP

Columbus, Ohio
May 29, 1998


<PAGE>

                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS




As independent public accountants, we hereby consent to the incorporation by 
reference in this registration statement of our report dated November 7, 1997 
on the September 30, 1997 financial statements of Marquis Funds, incorporated 
by reference in Marquis Funds Form N-1A dated January 26, 1998, and to all 
references to our firm included in this Form N-14 Registration Statement.


ARTHUR ANDERSEN LLP

Philadelphia, PA
 May 28, 1998


<PAGE>
                                     EXHIBIT (16)

                             EXECUTED POWERS OF ATTORNEY

<PAGE>

                                  Power of Attorney

     John S. Randall, whose signature appears below, does hereby constitute and
appoint Martin E. Lybecker, Alan  G. Priest, and Alyssa Albertelli, each
individually, his true and lawful attorneys and agents, with power of
substitution and resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to enable
The One Group (the "Group"), to comply with the Investment Company Act of 1940,
as amended, and the Securities Act of 1933, as amended ("Acts"), and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing and effectiveness of any and all
instruments and/or documents pertaining to the federal registration of the
shares of the Group, including specifically, but without limiting the generality
of the foregoing, the power and authority to sign in the name and on behalf of
the undersigned as a director and/or officer of the Group any and all amendments
to the Group's Registration Statement as filed with the Securities and Exchange
Commission under said Acts, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, or either of them, shall do or cause to be
done by virtue thereof.

Dated: May 21, 1998

                    John S. Randall

                    John S. Randall

<PAGE>

                                  Power of Attorney

     Peter C. Marshall, whose signature appears below, does hereby constitute
and approint Martin E. Lybecher, Alan  G. Priest, and Alyssa Albertelli, each
individually, his true and lawful attorneys and agents, with power of
substitution and resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to enable
The One Group (the "Group"), to comply with the Investment Company Act of 1940,
as amended, and the Securities Act of 1933, as amended ("Acts"), and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing and effectiveness of any and all
instruments and/or documents pertaining to the federal registration of the
shares of the Group, including specifically, but without limiting the generality
of the foregoing, the power and authority to sign in the name and on behalf of
the undersigned as a director and/or officer of the Group any and all amendments
to the Group's Registration Statement as filed with the Securities and Exchange
Commission under said Acts, and the undersigned does hereby ratify and confirm
all that said attorneys and agents or either of them, shall do or cause to be
done by virtue thereof.

Dated: May 21, 1998

                    Peter C. Marshall

                    Peter C. Marshall

<PAGE>

                                  Power of Attorney

     Charles I. Post, whose signature appears below, does hereby constitute and
approint Martin E. Lybecher, Alan  G. Priest, and Alyssa Albertelli, each
individually, his true and lawful attorneys and agents, with power of
substitution and resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to enable
The One Group (the "Group"), to comply with the Investment Company Act of 1940,
as amended, and the Securities Act of 1933, as amended ("Acts"), and any rules,
regulations or requirements of the Securities and Exchange Commission in respect
thereof, in connection with the filing and effectiveness of any and all
instruments and/or documents pertaining to the federal registration of the
shares of the Group, including specifically, but without limiting the generality
of the foregoing, the power and authority to sign in the name and on behalf of
the undersigned as a director and/or officer of the Group any and all amendments
to the Group's Registration Statement as filed with the Securities and Exchange
Commission under said Acts, and the undersigned does hereby ratify and confirm
all that said attorneys and agents or either of them, shall do or cause to be
done by virtue thereof.

Dated: May 21, 1998

                    Charles I. Post

                    Charles I. Post

<PAGE>

                                  Power of Attorney

     Frederick W. Ruebeck, whose signature appears below, does hereby constitute
and approint Martin E. Lybecher, Alan  G. Priest, and Alyssa Albertelli, each
individually, his true and lawful attorneys and agents, with power of
substitution and resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to enable
The One Group (the "Group"), to comply with the Investment Company Act of 1940,
as amended, and the Securities Act of 1933, as amended (the "Acts"), and any
rules, regulations or requirements of the Securities and Exchange Commission in
respect thereof, in connection with the filing and effectiveness of any and all
instruments and/or documents pertaining to the federal registration of the
shares of the Group, including specifically, but without limiting the generality
of the foregoing, the power and authority to sign in the name and on behalf of
the undersigned as a director and/or officer of the Group any and all amendments
to the Group's Registration Statement as filed with the Securities and Exchange
Commission under said Acts, and the undersigned does hereby ratify and confirm
all that said attorneys and agents or either of them, shall do or cause to be
done by virtue thereof.

Dated: May 21, 1998

                    Frederick W. Ruebeck

                    Frederick W. Ruebeck

<PAGE>

                                  Power of Attorney

     Robert A. Oden, Jr., whose signature appears below, does hereby constitute
and approint Martin E. Lybecher, Alan  G. Priest, and Alyssa Albertelli, each
individually, his true and lawful attorneys and agents, with power of
substitution and resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to enable
The One Group (the "Group"), to comply with the Investment Company Act of 1940,
as amended, and the Securities Act of 1933, as amended (the "Acts"), and any
rules, regulations or requirements of the Securities and Exchange Commission in
respect thereof, in connection with the filing and effectiveness of any and all
instruments and/or documents pertaining to the federal registration of the
shares of the Group, including specifically, but without limiting the generality
of the foregoing, the power and authority to sign in the name and on behalf of
the undersigned as a director and/or officer of the Group any and all amendments
to the Group's Registration Statement as filed with the Securities and Exchange
Commission under said Acts, and the undersigned does hereby ratify and confirm
all that said attorneys and agents or either of them, shall do or cause to be
done by virtue thereof.

Dated: May 21, 1998

                    Robert A. Oden

                    Robert A. Oden


<PAGE>

                                  Power of Attorney

     Mark S. Redman, whose signature appears below, does hereby constitute and
approint Martin E. Lybecher, Alan  G. Priest, and Francoise M. Haan, each
individually, his true and lawful attorneys and agents, with power of
substitution and resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to enable
The One Group (the "Trust"), to comply with the Investment Company Act of 1940,
as amended, and the Securities Act of 1933, as amended (the "Acts"), and any
rules, regulations or requirements of the Securities and Exchange Commission in
respect thereof, in connection with the filing and effectiveness of any and all
instruments and/or documents pertaining to the federal registration of the
shares of the Trust, including specifically, but without limiting the generality
of the foregoing, the power and authority to sign in the name and on behalf of
the undersigned as a director and/or officer of the Trust any and all amendments
to the Trust's Registration Statement as filed with the Securities and Exchange
Commission under said Acts, and the undersigned does hereby ratify and confirm
all that said attorneys and agents, or either of them, shall do or cause to be
done by virtue thereof.

Dated: August 23, 1996

                    Mark S. Redman

                    Mark S. Redman

<PAGE>

                                  Power of Attorney

     William Tomko, whose signature appears below, does hereby constitute and
approint Martin E. Lybecher, Alan  G. Priest, and Mayellen M. Lundquist, each
individually, his true and lawful attorneys and agents, with power of
substitution and resubstitution, to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, each
individually, may deem necessary or advisable or which may be required to enable
The One Group (the "Trust"), to comply with the Investment Company Act of 1940,
as amended, and the Securities Act of 1933, as amended (the "Acts"), and any
rules, regulations or requirements of the Securities and Exchange Commission in
respect thereof, in connection with the filing and effectiveness of any and all
instruments and/or documents pertaining to the federal registration of the
shares of the Trust, including specifically, but without limiting the generality
of the foregoing, the power and authority to sign in the name and on behalf of
the undersigned as a director and/or officer of the Trust any and all amendments
to the Trust's Registration Statement as filed with the Securities and Exchange
Commission under said Acts, and the undersigned does hereby ratify and confirm
all that said attorneys and agents or either of them, shall do or cause to be
done by virtue thereof.

Dated: February 2, 1998

                    William Tomko

                    William Tomko

<PAGE>
   As filed with the Securities and Exchange Commission on August 29, 1997
                   Registration Nos. 2-95973 and 811-4236

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC 20549

                                FORM N-1A

          REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933            /X/

                      POST EFFECTIVE AMENDMENT NO. 43                        /X/

                                  AND

      REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940        /X/

                            AMENDMENT NO. 44                                 /X/

                           THE ONE GROUP-Registered Trademark-
            (Exact Name of Registrant as Specified in Charter)

                         1111 Polaris Parkway
                            P.O. Box 710211
                       Columbus, Ohio 43271-0211
                (Address of Principal Executive Offices)

                           (800) 480-4311
                   (Registrant's Telephone Number)

                          George Martinez
                         3435 Stelzer Road
                        Columbus, Ohio 43219
              (Name and Address of Agent for Service)

                              Copies To:

      Alan G. Priest, Esquire                  Michael V. Wible, Esquire
      Ropes & Gray                             Banc One Corporation
      One Franklin Square                      100 East Broad Street, 18th Fl.
      1301 K Street, N.W., Suite 800E          Columbus, Ohio 43271
      Washington, D.C. 20005

It is proposed that this filing will become effective (check appropriate box)

     Immediately upon filing pursuant to paragraph (b)
- ---
     on (date) pursuant to paragraph (b)
- ---
 X   60 days after filing pursuant to paragraph (a)(1)
- ---

<PAGE>

     on (date) pursuant to paragraph (a)(J)
- ---
     75 days after filing pursuant to paragraph (a)(Z)
- ---
     on (date) pursuant to paragraph (a)(2) of rule 485:
- ---

If appropriate, check the following box:

- ---  post-effective amendment designates a new effective date for a 
     previously filed post-effective amendment.

The Registrant has registered an indefinite number or amount of securities 
under the Securities Act of 1933 pursuant to Section (a)(1) or Rule 24f-2.  
Rule 24f-2 Notice for the Registrant's fiscal year ending June 30, 1997 was 
filed on August 28, 1997.



<PAGE>
MARQUIS FUNDS-REGISTERED TRADEMARK-
 
               Investment Adviser:
               FIRST NATIONAL BANK OF COMMERCE IN NEW ORLEANS
 
          -   GOVERNMENT SECURITIES FUND
          -   LOUISIANA TAX-FREE INCOME FUND
          -   STRATEGIC INCOME BOND FUND
          -   BALANCED FUND
          -   VALUE EQUITY FUND
          -   GROWTH EQUITY FUND
          -   SMALL CAP EQUITY FUND
          -   INTERNATIONAL EQUITY FUND
 
MARQUIS FUNDS-Registered Trademark- (the "Trust") is a mutual fund that offers a
convenient and economical means of investing in one or more professionally
managed portfolios of securities. This Prospectus offers Class A and Class B
shares of the above funds (collectively, the "Funds" and each a "Fund"), each of
which is a separate series of the Trust.
 
Class A shares are sold with a front-end sales load that will be reduced or
waived in certain circumstances. Class B shares are sold subject to annual
distribution and service fees and a contingent deferred sales charge that is
eliminated five years after purchase, at which point the Class B shares
automatically convert into Class A shares.
 
The Small Cap Equity Fund currently seeks to achieve its objective of capital
appreciation by investing up to 100% of its assets in the Small Cap Growth
Portfolio, a separate series of SEI Institutional Managed Trust ("SIMT"), an
open-end management investment company advised by SEI Investments Management
Corporation ("SIMC"), with an investment objective identical to, and investment
policies and restrictions substantially similar to, those of the Small Cap
Equity Fund. The performance of the Small Cap Equity Fund, therefore, will
correspond directly to the performance of the Small Cap Growth Portfolio.
 
The International Equity Fund currently seeks to achieve its objective of
long-term capital appreciation by investing up to 100% of its assets in the
International Equity Portfolio, a separate series of SEI International Trust
("SIT"), an open-end management investment company advised by SIMC, with an
investment objective identical to, and investment policies and restrictions
substantially similar to, those of the International Equity Fund. The
performance of the International Equity Fund, therefore, will correspond
directly to the performance of the International Equity Portfolio.
 
This Prospectus sets forth concisely the information about the Funds and the
Trust that a prospective investor should know before investing in any of the
Funds. Investors are advised to read this Prospectus and retain it for future
reference. A Statement of Additional Information dated February 1, 1998, as
supplemented from time to time, has been filed with the Securities and Exchange
Commission (the "SEC") and is available without charge by calling
1-800-471-1144. 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 NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
 
 THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
 ENDORSED BY ANY BANK, INCLUDING FIRST NATIONAL BANK OF COMMERCE IN NEW ORLEANS
 OR ANY OF ITS AFFILIATES OR CORRESPONDENTS, INCLUDING FIRST COMMERCE
 CORPORATION. THE TRUST'S SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
 DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
 GOVERNMENT AGENCY. INVESTMENT IN THE SHARES INVOLVES RISK, INCLUDING POSSIBLE
 LOSS OF THE PRINCIPAL AMOUNT INVESTED.
 
FEBRUARY 1, 1998
<PAGE>
2
 
                                    SUMMARY
 
      MARQUIS FUNDS-REGISTERED TRADEMARK- (THE "TRUST") IS AN OPEN-END
  MANAGEMENT INVESTMENT COMPANY PROVIDING A CONVENIENT WAY TO INVEST IN
  PROFESSIONALLY MANAGED PORTFOLIOS OF SECURITIES. THIS SUMMARY PROVIDES BASIC
  INFORMATION ABOUT THE CLASS A AND THE CLASS B SHARES OF THE TRUST'S
  GOVERNMENT SECURITIES FUND, LOUISIANA TAX-FREE INCOME FUND, STRATEGIC INCOME
  BOND FUND (THESE THREE, COLLECTIVELY, THE "FIXED INCOME FUNDS"), BALANCED
  FUND, VALUE EQUITY FUND, GROWTH EQUITY FUND, SMALL CAP EQUITY FUND AND
  INTERNATIONAL EQUITY FUND (THESE FIVE, COLLECTIVELY, THE "EQUITY FUNDS").
  EACH FUND IS A SEPARATE SERIES OF THE TRUST.
 
      WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF EACH FUND?  The
  GOVERNMENT SECURITIES FUND seeks to provide current income consistent with
  relative stability of capital by investing primarily in U.S. Government
  securities. The LOUISIANA TAX-FREE INCOME FUND seeks to provide a level of
  current income consistent with relative stability of capital by investing
  primarily in investment grade securities, the interest on which is exempt
  from federal income tax and Louisiana personal income taxes and is not a
  preference item for purposes of the alternative minimum tax. The STRATEGIC
  INCOME BOND FUND seeks to provide current income by investing primarily in
  investment grade fixed income securities. The BALANCED FUND seeks to provide
  capital appreciation and current income through the regular payment of
  dividends and interest by investing in a combination of equity, fixed income
  and money market instruments. The VALUE EQUITY FUND seeks to provide
  long-term capital appreciation by investing primarily in equity securities
  which have a low current valuation relative to various measures of intrinsic
  value. The GROWTH EQUITY FUND seeks to provide long-term capital
  appreciation by investing primarily in companies whose sales and earnings
  are expected to grow at an above average rate. The SMALL CAP EQUITY FUND
  seeks to provide long-term capital appreciation by investing up to 100% of
  its assets in Class A shares of the Small Cap Growth Portfolio of SIMT,
  which in turn invests primarily in equity securities of smaller growth
  companies (i.e., companies with equity market capitalizations of less than
  $1 billion at the time of purchase). The INTERNATIONAL EQUITY FUND seeks to
  provide long-term capital appreciation by investing up to 100% of its assets
  in Class A shares of the International Equity Portfolio of SIT, which in
  turn invests primarily in a diversified portfolio of equity securities of
  non-U.S. issuers. There can be no assurance that any Fund will achieve its
  investment objective.
 
      WHAT ARE THE RISKS INVOLVED WITH AN INVESTMENT IN THE FUNDS?  The
  investment policies of each Fund entail certain risks and considerations of
  which an investor should be aware. Values of fixed income securities and,
  correspondingly, share prices of Funds invested in such securities, tend to
  vary inversely with interest rates and may be affected by other market and
  economic factors as well. The Louisiana Tax-Free Income Fund, which is a
  non-diversified fund, will invest primarily in Louisiana municipal
  securities. The Fixed Income Funds and the Balanced Fund may also invest in
  securities that have speculative characteristics. The Balanced, Value Equity
  and Growth Equity Funds may purchase equity securities that are volatile and
  may fluctuate in value more than other types of investments. The Small Cap
  Equity Fund and the International Equity Fund (together, the "Feeder Funds")
  are currently "feeder" funds in separate Corporate Master-Feeder-TM-
  structures. That is, the Small Cap Equity Fund and International Equity Fund
  each invest in another open-end management investment company and hold, as
  their only investment securities, shares of a single "master" fund, in this
  case, the Small Cap Growth Portfolio and the International Equity Portfolio
  (together, the "Portfolios"), respectively.
 
      ARE MY INVESTMENTS INSURED?  Any guaranty by the U.S. Government, its
  agencies or instrumentalities of the securities in which any Fund invests
  guarantees only the payment of principal and interest on the guaranteed
  security and does not guarantee the yield or value of the security or the
  yield or value of shares of that Fund. The Trust's shares are not federally
  insured by the FDIC or any other government agency.
 
      For more information about each Fund, see "Investment Objectives and
  Policies," "General Investment Policies" and "Description of Permitted
  Investments and Risk Factors."
<PAGE>
3
 
      WHO IS THE ADVISER?  The Trust Group of First National Bank of Commerce
  in New Orleans (the "Adviser") serves as the Adviser to each Fund. With
  respect to the Small Cap Equity Fund and the International Equity Fund, the
  Adviser invests in a "master" fund, cash and other non-investment securities
  and monitors the performance of SIMC as the manager of the Small Cap Growth
  Portfolio and the International Equity Portfolio. See "Expense Summary" and
  "The Adviser."
 
      WHO IS THE ADMINISTRATOR?  SEI Fund Resources serves as the
  administrator of the Trust. See "Expense Summary" and "The Administrator."
 
      WHO IS THE TRANSFER AGENT?  DST Systems, Inc. serves as transfer agent,
  dividend disbursing agent and shareholder servicing agent for the Trust. See
  "The Shareholder Servicing Agent and Transfer Agent."
 
      WHO IS THE DISTRIBUTOR?  SEI Investments Distribution Co. (the
  "Distributor") serves as distributor of the Trust's shares. See "The
  Distributor."
 
      HOW DO I PURCHASE SHARES?  Purchases and redemptions may be made through
  the Transfer Agent or financial institutions, including the Adviser, that
  provide distribution assistance or shareholder services to the Trust on any
  day when the New York Stock Exchange is open for business (a "Business
  Day"). A purchase order will be effective as of the Business Day received by
  the Transfer Agent if the Transfer Agent receives an order and payment with
  readily available funds prior to the close of regular trading on the New
  York Stock Exchange (normally, 3:00 p.m., Central Time). To purchase shares
  by wire, you must first call 1-800-471-1144. Redemption orders are effected
  at the net asset value per share next determined after receipt of a valid
  request for redemption, reduced by any applicable contingent deferred sales
  charge. The Funds also offer both an Automatic Investment Plan and a
  Systematic Withdrawal Plan. The purchase and redemption price for shares is
  the net asset value per share determined as of the end of the day the order
  is effective. The Funds offer two classes of shares to the general public:
  Class A shares and Class B shares.
 
      CLASS A SHARES are offered at net asset value per share plus a maximum
  initial sales charge of 3.50%. Certain purchases of Class A shares qualify
  for waived or reduced initial sales charges. Class A shares of the Funds are
  generally not subject to sales charges at the time of redemption and are not
  assessed any annual distribution fees.
 
      CLASS B SHARES are offered at net asset value per share and are subject
  to a maximum contingent deferred sales charge of 3.50% of redemption
  proceeds during the first year, declining each year thereafter and reaching
  0% after the fifth year. Class B shares of the Funds pay annual distribution
  and service fees of .75% of their average daily net assets. Class B shares
  convert automatically to Class A shares five years after the beginning of
  the calendar month in which the shareholder's purchase order was accepted.
  For more information on Class A and Class B shares, see "How to Purchase
  Shares," "Alternative Sales Charge Options" and "The Distributor."
 
      HOW ARE DIVIDENDS PAID?  Substantially all of the net investment income
  (exclusive of capital gains) of each Fund is distributed in the form of
  periodic dividends. Any net realized capital gain is distributed at least
  annually. Distributions are paid in additional shares unless the shareholder
  elects to take the payment in cash. See "Dividends."
<PAGE>
4
 
                                EXPENSE SUMMARY
 
SHAREHOLDER TRANSACTION EXPENSES                                         CLASS A
 
<TABLE>
<CAPTION>
                                                                                                         ALL FUNDS
- -------------------------------------------------------------------------------------------------------------------
<S>                                                                                                     <C>
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)...........................        3.50%
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price)................        None
*Maximum Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption
  proceeds, as applicable)............................................................................         None
Wire Redemption Fee...................................................................................          $25
Exchange Fee..........................................................................................         None
- -------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
 
*   A redemption charge of 1.00% will be assessed against the proceeds of any
    redemption request relating to Class A shares of the Funds that were
    purchased without a sales charge in reliance upon the waiver accorded to
    purchases in the amount of $1 million or more, but only where such
    redemption request is made within 1 year of the date the shares were
    purchased. See "Alternative Sales Charge Options -- Class A Shares."
 
ANNUAL OPERATING EXPENSES                                                CLASS A
 
(as a percentage of average net assets)
 
<TABLE>
<CAPTION>
                                     GOVERNMENT         LOUISIANA          STRATEGIC                     VALUE       GROWTH
                                     SECURITIES      TAX-FREE INCOME      INCOME BOND      BALANCED      EQUITY      EQUITY
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                <C>              <C>                 <C>              <C>           <C>         <C>
Management Fees (after fee
  waivers) (1)...................          .51%               .35%              .31%            .71%         .74%        .72%
12b-1 Fees.......................         None               None              None            None         None        None
Other Expenses (after expense
  reimbursements) (1)............          .19%               .30%              .59%            .19%         .26%        .28%
- -----------------------------------------------------------------------------------------------------------------------------
Total Operating Expenses (after
  fee waivers) (2)...............          .70%               .65%              .90%            .90%        1.00%       1.00%
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
(1) The Adviser has voluntarily agreed to waive its fee, and the Administrator
    has voluntarily agreed to reimburse Other Expenses, to the extent necessary
    to keep Total Operating Expenses from exceeding .70% for the Government
    Securities Fund, .65% for the Louisiana Tax-Free Income Fund, .90% for the
    Strategic Income Bond Fund, .90% for the Balanced Fund, 1.00% for the Value
    Equity Fund and 1.00% for the Growth Equity Fund. The Adviser and
    Administrator each reserves the right to terminate its waiver or
    reimbursement, respectively, at any time in its sole discretion. Absent such
    waivers, Management Fees would be as follows: Government Securities Fund --
    .55%; Louisiana Tax-Free Income Fund -- .35%; Strategic Income Bond Fund --
    .74%; Balanced Fund -- .74%, Value Equity Fund -- .74% and Growth Equity
    Fund -- .74%. Absent expense reimbursements, Other Expenses would be as
    follows: Government Securities Fund -- .21%; Louisiana Tax-Free Income Fund
    -- .30%; Strategic Income Bond Fund -- .69%; Balanced Fund -- .22%; Value
    Equity Fund -- .26%; and Growth Equity Fund -- .30%.
 
(2) Absent the Adviser's voluntary fee waiver and the Administrator's voluntary
    fee reimbursement, Total Operating Expenses for Class A shares would be as
    follows: Government Securities Fund -- .76%; Louisiana Tax-Free Income Fund
    -- .65%; Strategic Income Bond Fund -- 1.43%; Balanced Fund -- .96%; Value
    Equity Fund -- 1.00%; and Growth Equity Fund -- 1.04%.
<PAGE>
5
 
ANNUAL OPERATING EXPENSES                                                CLASS A
 
(As a percentage of average net assets)
 
<TABLE>
<CAPTION>
                                                                                           SMALL CAP        INTERNATIONAL
                                                                                          EQUITY FUND       EQUITY FUND
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>                  <C>
Management Fees (after fee waivers) (1)..............................................        1.19%             1.05%
12b-1 Fees...........................................................................         None              None
Other Expenses (after fee reimbursements) (1)(2).....................................         .11%              .50%
- ------------------------------------------------------------------------------------------------------------------------
Total Operating Expenses (after fee waivers) (1)(3)..................................        1.30%             1.55%
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
(1) Management Fees include fees at the "master" level of 1.00% and .86% for the
    Small Cap Growth Portfolio and the International Equity Portfolio,
    respectively, and fees at the "feeder" level of .19% and .19% for the Small
    Cap Equity Fund and the International Equity Fund, respectively. The Adviser
    has voluntarily agreed to waive its fee, and the Administrator has
    voluntarily agreed to reimburse Other Expenses, to the extent necessary to
    keep the Total Operating Expenses at the feeder level from exceeding .20%
    for the Small Cap Equity Fund and .27% for the International Equity Fund.
    The Adviser and the Administrator each reserves the right to terminate its
    waiver or reimbursement, respectively, at any time in its sole discretion.
    Absent such waiver, Management Fees at the feeder level would be .40% for
    the Small Cap Equity Fund and .40% for the International Equity Fund. Absent
    such reimbursements, Other Expenses at the feeder level for the Small Cap
    Equity Fund and International Equity Fund would be 2.46% and 1.81%,
    respectively. Absent the master fund adviser's voluntary fee waivers, which
    may be terminated at any time in its sole discretion, Management Fees at the
    master level would be .96% for the International Equity Portfolio.
(2) Other Expenses include expenses at the "master" level of .10% and .42% for
    the Small Cap Growth Portfolio and the International Equity Portfolio,
    respectively, and expenses at the "feeder" level of .01% and .08% for the
    Small Cap Equity Fund and the International Equity Fund, respectively. The
    Distributor has waived, on a voluntary basis, all or a portion of its
    shareholder servicing fee at the master level with respect to the
    Portfolios, and the Other Expenses shown reflect this waiver. The
    Distributor reserves the right to terminate its waiver at any time in its
    sole discretion. Absent such waivers, Other Expenses of the Small Cap Growth
    Portfolio and International Equity Portfolio at the master level would be
    .32% and .42%, respectively.
(3) Absent the master fund adviser's voluntary fee waivers, the Adviser's
    voluntary fee waivers and the Administrator's voluntary reimbursements,
    Total Operating Expenses would be as follows: Small Cap Equity Fund --
    4.18%; and International Equity Fund -- 3.59%.
 
The Trustees believe that, because of the resultant economies of scale and
associated decreased expenses, the aggregate per share expenses of both the
Small Cap Equity Fund and International Equity Fund together with those of the
corresponding Portfolio will be approximately equal to the expenses the
respective Fund would incur if it invested directly in securities in which the
corresponding Portfolio invests.
 
EXAMPLE
 
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
                                                                  1 YR.   3 YRS.   5 YRS.   10 YRS.
- ---------------------------------------------------------------------------------------------------
<S>                                                               <C>     <C>      <C>      <C>
You would pay the following expenses on a $1,000 investment in
  Class A shares assuming (1) imposition of the maximum sales
  load; (2) 5% annual return and (3) redemption at the end of
  each time period:
    Government Securities Fund..................................   $42     $57      $73      $119
    Louisiana Tax-Free Income Fund..............................   $41     $55      $70      $113
    Strategic Income Bond Fund..................................   $44     $63      N/A       N/A
    Balanced Fund...............................................   $44     $63      $83      $142
    Value Equity Fund...........................................   $45     $66      $88      $153
    Growth Equity Fund..........................................   $45     $66      $88      $153
    Small Cap Equity Fund.......................................   $48     $75      N/A       N/A
    International Equity Fund...................................   $50     $82      N/A       N/A
- ---------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------
</TABLE>
 
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. BECAUSE THE
STRATEGIC INCOME BOND, SMALL CAP EQUITY AND INTERNATIONAL EQUITY FUNDS RECENTLY
COMMENCED OPERATIONS, EXPENSES HAVE NOT BEEN ESTIMATED BEYOND THE THREE YEAR
PERIOD SHOWN.
 
The purpose of the foregoing table and example is to assist the investor in
understanding the various costs and expenses that may be directly or indirectly
borne by investors in Class A shares of the Funds. Shareholders purchasing
shares through a financial institution may be charged additional account fees by
that institution. The information set forth in the foregoing table and example
relates only to Class A shares. Additional information may be found under "The
Adviser," "The Administrator" and "The Distributor."
 
The rules of the Securities and Exchange Commission require that the maximum
sales charge be reflected in the above table. However, certain investors may
qualify for reduced sales charges. See "Alternative Sales Charge Options --
Class A Shares."
<PAGE>
6
 
SHAREHOLDER TRANSACTION EXPENSES                                         CLASS B
 
<TABLE>
<CAPTION>
                                                                                                        ALL FUNDS
- ------------------------------------------------------------------------------------------------------------------
<S>                                                                                                     <C>
Maximum Sales Load Imposed on Purchases (as a percentage of offering price)...........................        None
Maximum Sales Load Imposed on Reinvested Dividends (as a percentage of offering price)................        None
Maximum Contingent Deferred Sales Charge (as a percentage of original purchase price or redemption
  proceeds, as applicable)............................................................................       3.50%
Wire Redemption Fee...................................................................................         $25
Exchange Fee..........................................................................................        None
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
 
ANNUAL OPERATING EXPENSES                                                CLASS B
 
(as a percentage of average net assets)
<TABLE>
<CAPTION>
                                                                                 STRATEGIC
                                           GOVERNMENT          LOUISIANA        INCOME BOND                    VALUE
                                           SECURITIES       TAX-FREE INCOME        FUND         BALANCED       EQUITY
- -----------------------------------------------------------------------------------------------------------------------
<S>                                      <C>              <C>                  <C>            <C>            <C>
Management Fees (after
  fee waivers) (1).....................          .51%               .35%              .31%           .71%          .74%
12b-1 Fees.............................          .75%               .75%              .75%           .75%          .75%
Other Expenses (after expense
  reimbursements) (1)..................          .19%               .30%              .59%           .19%          .26%
- -----------------------------------------------------------------------------------------------------------------------
Total Operating Expenses (after fee
  waivers) (2).........................         1.45%              1.40%             1.65%          1.65%         1.75%
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
 
<CAPTION>
                                            GROWTH
                                            EQUITY
- ---------------------------------------
<S>                                      <C>
Management Fees (after
  fee waivers) (1).....................         .72%
12b-1 Fees.............................         .75%
Other Expenses (after expense
  reimbursements) (1)..................         .28%
- ---------------------------------------
Total Operating Expenses (after fee
  waivers) (2).........................        1.75%
- ---------------------------------------
- ---------------------------------------
</TABLE>
 
(1) The Adviser has voluntarily agreed to waive its fee, and the Administrator
    has voluntarily agreed to reimburse Other Expenses, to the extent necessary
    to keep Total Operating Expenses from exceeding 1.45% for the Government
    Securities Fund, 1.40% for the Louisiana Tax-Free Income Fund, 1.65% for the
    Strategic Income Bond Fund, 1.65% for the Balanced Fund, 1.75% for the Value
    Equity Fund, and 1.75% for the Growth Equity Fund. The Adviser and
    Administrator each reserves the right to terminate its waiver or
    reimbursement, respectively, at any time in its sole discretion. Absent such
    waivers, Management Fees would be as follows: Government Securities Fund --
    .55%; Louisiana Tax-Free Income Fund -- .35%; Strategic Income Bond Fund --
    .74%; Balanced Fund -- .74%, Value Equity Fund -- .74% and Growth Equity
    Fund --.74%. Absent expense reimbursements, Other Expenses would be as
    follows: Government Securities Fund -- .21%; Louisiana Tax-Free Income Fund
    -- .30%; Strategic Income Bond Fund -- .69%; Balanced Fund -- .22%; Value
    Equity Fund -- .26%; and Growth Equity Fund -- .30%.
 
(2) Absent the Adviser's voluntary fee waiver and the Administrator's voluntary
    fee reimbursement, Total Operating Expenses for Class B shares would be as
    follows: Government Securities Fund -- 1.51%; Louisiana Tax-Free Income Fund
    -- 1.40%; Strategic Income Bond Fund -- 2.13%; Balanced Fund -- 1.71%; Value
    Equity Fund -- 1.75%; and Growth Equity Fund -- 1.79%.
<PAGE>
7
 
ANNUAL OPERATING EXPENSES                                                CLASS B
 
(as a percentage of average net assets)
 
<TABLE>
<CAPTION>
                                                                                          SMALL CAP      INTERNATIONAL
                                                                                         EQUITY FUND      EQUITY FUND
- -----------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>              <C>
Management Fees (after fee waivers) (1)..............................................         1.19%            1.05%
12b-1 Fees...........................................................................          .75%             .75%
Other Expenses (after fee reimbursements) (1)(2).....................................          .11%             .50%
- -----------------------------------------------------------------------------------------------------------------------
Total Operating Expenses (after fee waivers) (1)(3)..................................         2.05%            2.30%
- -----------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
 
(1) Management Fees include fees at the "master" level of 1.00% and .86% for the
    Small Cap Growth Portfolio and the International Equity Portfolio,
    respectively, and fees at the "feeder" level of .19% and .19% for the Small
    Cap Equity Fund and the International Equity Fund, respectively. The Adviser
    has voluntarily agreed to waive its fee, and the Administrator has
    voluntarily agreed to reimburse Other Expenses, to the extent necessary to
    keep the Total Operating Expenses at the feeder level from exceeding .95%
    for the Small Cap Equity Fund and 1.02% for the International Equity Fund.
    The Adviser and the Administrator each reserves the right to terminate its
    waiver or reimbursement, respectively, at any time in its sole discretion.
    Absent such waiver, Management Fees at the feeder level would be .40% for
    both the Small Cap Equity Fund and the International Equity Fund. Absent
    such reimbursements, Other Expenses at the feeder level for the Small Cap
    Equity Fund and International Equity Fund would be 2.46% and 1.81%,
    respectively. Absent the master fund adviser's voluntary fee waivers, which
    may be terminated at any time in its sole discretion, Management Fees at the
    master level would be .96% for the International Equity Portfolio.
 
(2) Other Expenses include expenses at the "master" level of .10% and .42% for
    the Small Cap Growth Portfolio and the International Equity Portfolio,
    respectively, and expenses at the "feeder" level of .01% and .08% for the
    Small Cap Equity Fund and the International Equity Fund, respectively. The
    Distributor has waived, on a voluntary basis, all or a portion of its
    shareholder servicing fee at the master level with respect to the Portfolios
    and the Other Expenses shown reflect this waiver. The Distributor reserves
    the right to terminate its waiver at any time in its sole discretion. Absent
    such waivers, Other Expenses of the Small Cap Growth Portfolio and
    International Equity Portfolio at the master level would be .32% and .42%,
    respectively.
 
(3) Absent the master fund adviser's voluntary fee waivers, the Adviser's
    voluntary fee waivers and the Administrator's voluntary reimbursements,
    Total Operating Expenses would be as follows: Small Cap Equity Fund --
    4.93%; and International Equity Fund -- 4.34%.
<PAGE>
8
 
EXAMPLE
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
                                                    1       3        5        10
                                                  YEAR    YEARS    YEARS    YEARS*
- -----------------------------------------------------------------------------------
<S>                                               <C>     <C>      <C>      <C>
You would pay the following expenses on a $1,000
  investment in Class B shares assuming (1)
  deduction of the maximum contingent deferred
  sales charge applicable and (2) 5% annual
  return:
    Government Securities Fund
      Assuming a complete redemption at end of
        period..................................   $50     $66      $ 84     $125
      Assuming no redemptions...................   $15     $46      $ 79     $125
    Louisiana Tax-Free Income Fund
      Assuming a complete redemption at end of
        period..................................   $49     $64      $ 82     $119
      Assuming no redemptions...................   $14     $44      $ 77     $119
    Strategic Income Bond Fund
      Assuming a complete redemption at end of
        period..................................   $52     $72       N/A      N/A
      Assuming no redemptions...................   $17     $52       N/A      N/A
    Balanced Fund
      Assuming a complete redemption at end of
        period..................................   $52     $72      $ 95     $147
      Assuming no redemptions...................   $17     $52      $ 90     $147
    Value Equity Fund
      Assuming a complete redemption at end of
        period..................................   $53     $75      $100     $159
      Assuming no redemptions...................   $18     $55      $ 95     $159
    Growth Equity Fund
      Assuming a complete redemption at end of
        period..................................   $53     $75      $100     $159
      Assuming no redemptions...................   $18     $55      $ 95     $159
    Small Cap Equity Fund
      Assuming a complete redemption at end of
        period..................................   $56     $84       N/A      N/A
      Assuming no redemptions...................   $21     $64       N/A      N/A
    International Equity Fund
      Assuming a complete redemption at end of
        period..................................   $58     $92       N/A      N/A
      Assuming no redemptions...................   $23     $72       N/A      N/A
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
</TABLE>
 
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. BECAUSE THE
STRATEGIC INCOME BOND, SMALL CAP EQUITY AND INTERNATIONAL EQUITY FUNDS RECENTLY
COMMENCED OPERATIONS, EXPENSES HAVE NOT BEEN ESTIMATED BEYOND THE THREE YEAR
PERIOD SHOWN.
 
* Class B shares automatically convert to Class A shares after 5 years.
 
The purpose of the foregoing table and example is to assist the investor in
understanding the various costs and expenses that may be directly or indirectly
borne by investors in Class B shares of the Funds. The information set forth in
the foregoing table and example relates only to Class B shares.
 
Additional information may be found under "The Adviser," "The Administrator" and
"The Distributor."
 
Long-term Class B shareholders may eventually pay more than the economic
equivalent of the maximum front-end sales charges otherwise permitted by
National Association of Securities Dealers, Inc.'s Conduct Rules.
<PAGE>
9
 
FINANCIAL HIGHLIGHTS
 
The following financial highlights for a share outstanding throughout each
period ended September 30 have been audited by Arthur Andersen LLP, independent
public accountants, whose report thereon was unqualified. This information
should be read in conjunction with the Trust's financial statements and notes
thereto which are incorporated by reference into the Statement of Additional
Information under the heading "Financial Information." Additional performance
information is set forth in the Trust's 1997 Annual Report to Shareholders and
is available upon request and without charge by calling 1-800-471-1144.
 
For a Class A Share Outstanding Throughout each Period ended September 30,
<TABLE>
<CAPTION>
                                                               REALIZED
                                                                 AND                                         NET
                                    NET ASSET                 UNREALIZED   DISTRIBUTIONS                    ASSET
                                      VALUE         NET        GAINS OR       FROM NET     DISTRIBUTIONS    VALUE
                                    BEGINNING   INVESTMENT   (LOSSES) ON     INVESTMENT     FROM CAPITAL   END OF    TOTAL
                                    OF PERIOD     INCOME     INVESTMENTS       INCOME          GAINS       PERIOD   RETURN+
- ----------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>         <C>          <C>           <C>             <C>             <C>      <C>
GOVERNMENT SECURITIES FUND--CLASS A
- ----------------------------------------------------------------------------------------------------------------------------
1997...............................  $  9.71      $  0.55      $   0.23       $   (0.55)             --    $ 9.94      8.22%
1996...............................     9.87         0.55         (0.16)          (0.55)             --      9.71      4.10
1995...............................     9.41         0.54          0.46           (0.54)             --      9.87     10.84
1994(1)............................    10.00         0.43         (0.59)          (0.43)             --      9.41     (1.66)
- ----------------------------------------------------------------------------------------------------------------------------
LOUISIANA TAX-FREE INCOME
 FUND--CLASS A
- ----------------------------------------------------------------------------------------------------------------------------
1997...............................  $  9.79      $  0.43      $   0.32       $   (0.43)             --    $10.11      7.77%
1996...............................     9.79         0.42            --           (0.42)             --      9.79      4.48
1995...............................     9.38         0.42          0.41           (0.42)             --      9.79      9.01
1994(2)............................    10.00         0.36         (0.62)          (0.36)             --      9.38     (2.68)
- ----------------------------------------------------------------------------------------------------------------------------
STRATEGIC INCOME BOND FUND--CLASS A
- ----------------------------------------------------------------------------------------------------------------------------
1997(3)............................  $ 10.00      $  0.39      $   0.14       $   (0.39)             --    $10.14      8.26%*
- ----------------------------------------------------------------------------------------------------------------------------
BALANCED FUND--CLASS A
- ----------------------------------------------------------------------------------------------------------------------------
1997...............................  $ 11.31      $  0.36      $   2.44       $   (0.36)      $   (0.50)   $13.25     26.10%
1996...............................    10.87         0.38          0.59           (0.38)          (0.15)    11.31      9.11
1995...............................     9.59         0.37          1.28           (0.37)             --     10.87     17.58
1994(1)............................    10.00         0.31         (0.41)          (0.31)             --      9.59     (1.02)
- ----------------------------------------------------------------------------------------------------------------------------
VALUE EQUITY FUND--CLASS A
- ----------------------------------------------------------------------------------------------------------------------------
1997...............................  $ 12.93      $  0.19      $   5.32       $   (0.19)      $   (0.81)   $17.44     45.27%
1996...............................    11.81         0.25          1.30           (0.25)          (0.18)    12.93     13.38
1995...............................     9.65         0.24          2.16           (0.24)             --     11.81     25.13
1994(1)............................    10.00         0.18         (0.35)          (0.18)             --      9.65     (1.64)
- ----------------------------------------------------------------------------------------------------------------------------
GROWTH EQUITY FUND--CLASS A
- ----------------------------------------------------------------------------------------------------------------------------
1997...............................  $ 12.10      $  0.06      $   3.71       $   (0.06)             --    $15.81     31.25%
1996(4)............................    11.00         0.05          1.10           (0.05)             --     12.10     10.46
- ----------------------------------------------------------------------------------------------------------------------------
SMALL CAP EQUITY FUND--CLASS A
- ----------------------------------------------------------------------------------------------------------------------------
1997(3)............................  $ 10.00      $ (0.01)     $   2.22              --              --    $12.21     33.61%*
- ----------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL EQUITY FUND--CLASS A
- ----------------------------------------------------------------------------------------------------------------------------
1997(3)............................  $ 10.00      $ (0.01)     $   0.99              --              --    $10.98     14.90%*
- ----------------------------------------------------------------------------------------------------------------------------
 
<CAPTION>
                                                                                       RATIO OF
                                                                          RATIO OF        NET
                                                                          EXPENSES    INVESTMENT
                                                RATIO OF     RATIO OF        TO        INCOME TO
                                      NET       EXPENSES        NET        AVERAGE      AVERAGE
                                     ASSETS        TO       INVESTMENT       NET          NET
                                      END        AVERAGE     INCOME TO     ASSETS       ASSETS     PORTFOLIO    AVERAGE
                                   OF PERIOD       NET        AVERAGE    (EXCLUDING   (EXCLUDING   TURNOVER   COMMISSION
                                     (000)       ASSETS     NET ASSETS    WAIVERS)     WAIVERS)      RATE       RATE**
- -------------------------------------------------------------------------------------------------------------------------
 
<S>                                 <C>        <C>          <C>          <C>          <C>          <C>        <C>
GOVERNMENT SECURITIES FUND--CLASS A
- -------------------------------------------------------------------------------------------------------------------------
 
1997...............................$149,022         0.70%        5.54%        0.76%        5.48%      11.88%      N/A
1996............................... 160,317         0.70         5.53         0.79         5.44       22.80       N/A
1995............................... 124,404         0.70         5.63         0.84         5.49       18.33       N/A
1994(1)............................  97,562         0.70         4.43         0.90         4.23       37.80       N/A
- -------------------------------------------------------------------------------------------------------------------------
 
LOUISIANA TAX-FREE INCOME
 FUND--CLASS A
- -------------------------------------------------------------------------------------------------------------------------
 
1997...............................$ 38,471         0.61%        4.35%        0.65%        4.31%       0.77%      N/A
1996...............................  20,937         0.65         4.38         0.75         4.28        8.26       N/A
1995...............................  11,705         0.65         4.51         0.95         4.21        2.31       N/A
1994(2)............................   6,971         0.65         4.10         1.72         3.03       30.31       N/A
- -------------------------------------------------------------------------------------------------------------------------
 
STRATEGIC INCOME BOND FUND--CLASS A
- -------------------------------------------------------------------------------------------------------------------------
 
1997(3)............................$ 15,562         0.90%*       6.22%*       1.43%*       5.69%*      1.34%        N/A
- -------------------------------------------------------------------------------------------------------------------------
 
BALANCED FUND--CLASS A
- -------------------------------------------------------------------------------------------------------------------------
 
1997...............................$134,941         0.90%        3.05%*       0.96%        2.99%      40.97%    $ .0796
1996............................... 114,384         0.89         3.53         1.01         3.41       57.22       .0794
1995...............................  87,076         0.85         3.70         1.04         3.51       55.06       N/A
1994(1)............................  71,379         0.85         3.18         1.14         2.89       64.09       N/A
- -------------------------------------------------------------------------------------------------------------------------
 
VALUE EQUITY FUND--CLASS A
- -------------------------------------------------------------------------------------------------------------------------
 
1997...............................$134,117         1.00%        1.33%        1.00%        1.33%      97.91%    $ .0798
1996...............................  93,508         0.97         2.12         1.02         2.07       95.93       .0795
1995...............................  58,854         0.90         2.40         1.07         2.23       97.88       N/A
1994(1)............................  41,922         0.90         1.95         1.17         1.68      161.42       N/A
- -------------------------------------------------------------------------------------------------------------------------
 
GROWTH EQUITY FUND--CLASS A
- -------------------------------------------------------------------------------------------------------------------------
 
1997...............................$ 31,608         1.00%        0.46%        1.04%        0.42%      65.12%    $ .0799
1996(4)............................  18,400         1.00*        0.73*        1.12*        0.61*      91.09*      .0797
- -------------------------------------------------------------------------------------------------------------------------
 
SMALL CAP EQUITY FUND--CLASS A
- -------------------------------------------------------------------------------------------------------------------------
 
1997(3)............................$  3,616         0.20%*      (0.20)%*      1.79%*      (1.79)%*    29.56%        N/A
- -------------------------------------------------------------------------------------------------------------------------
 
INTERNATIONAL EQUITY FUND--CLASS A
- -------------------------------------------------------------------------------------------------------------------------
 
1997(3)............................$  3,435         0.27%*      (0.27)%*      2.21%*      (2.21)%*     4.69%        N/A
- -------------------------------------------------------------------------------------------------------------------------
 
</TABLE>
 
+   Total Return does not reflect sales load on Class A shares.
*  Annualized.
**  Average commission rate paid for security purchases and sales during the
    period. Presentation of the rate is only required for fiscal years beginning
    after September 1, 1995.
(1) Commenced operations on October 22, 1993.
(2) Commenced operations on November 22, 1993.
(3) Commenced operations on January 31, 1997.
(4) Commenced operations on March 1, 1996.
<PAGE>
10
 
FINANCIAL HIGHLIGHTS
 
The following financial highlights for a share outstanding throughout each
period ended September 30 have been audited by Arthur Andersen LLP, independent
public accountants, whose report thereon was unqualified. This information
should be read in conjunction with the Trust's financial statements and notes
thereto which are incorporated by reference into the Statement of Additional
Information under the heading "Financial Information." Additional performance
information is set forth in the Trust's 1997 Annual Report to Shareholders and
is available upon request and without charge by calling 1-800-471-1144.
 
For a Class B Share Outstanding Throughout each Period ended September 30,
<TABLE>
<CAPTION>
                                                                      REALIZED
                                                                         AND
                                              NET ASSET              UNREALIZED   DISTRIBUTIONS
                                                VALUE       NET       GAINS OR      FROM NET     DISTRIBUTIONS  NET ASSET
                                              BEGINNING  INVESTMENT  (LOSSES) ON   INVESTMENT    FROM CAPITAL   VALUE END  TOTAL
                                              OF PERIOD    INCOME    INVESTMENTS     INCOME          GAINS      OF PERIOD  RETURN+
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>        <C>         <C>          <C>            <C>            <C>        <C>
GOVERNMENT SECURITIES FUND--CLASS B
- ---------------------------------------------------------------------------------------------------------------------------------
1997.........................................  $ 9.76      $0.47       $ 0.24        $(0.48)            --       $ 9.99     7.40%
1996.........................................    9.92       0.46        (0.15)        (0.47)            --         9.76     3.23
1995.........................................    9.46       0.46         0.47         (0.47)            --         9.92    10.10
1994(1)......................................   10.04       0.31        (0.58)        (0.31)            --         9.46    (2.84)*
- ---------------------------------------------------------------------------------------------------------------------------------
LOUISIANA TAX-FREE INCOME FUND--CLASS B
- ---------------------------------------------------------------------------------------------------------------------------------
1997.........................................  $ 9.79      $0.34       $ 0.33        $(0.35)            --       $10.11     6.99%
1996.........................................    9.79       0.35           --         (0.35)            --         9.79     3.60
1995.........................................    9.39       0.35         0.40         (0.35)            --         9.79     8.21
1994(2)......................................    9.87       0.27        (0.48)        (0.27)            --         9.39    (2.58)*
- ---------------------------------------------------------------------------------------------------------------------------------
STRATEGIC INCOME BOND FUND--CLASS B
- ---------------------------------------------------------------------------------------------------------------------------------
1997(3)......................................  $10.00      $0.33       $ 0.16        $(0.35)            --       $10.14     7.57%*
- ---------------------------------------------------------------------------------------------------------------------------------
BALANCED FUND--CLASS B
- ---------------------------------------------------------------------------------------------------------------------------------
1997.........................................  $11.37      $0.26       $ 2.47        $(0.28)        $(0.50)      $13.32    25.19%
1996.........................................   10.93       0.30         0.59         (0.30)         (0.15)       11.37     8.30
1995.........................................    9.64       0.30         1.29         (0.30)            --        10.93    16.75
1994(1)......................................   10.03       0.18        (0.39)        (0.18)            --         9.64    (2.24)*
- ---------------------------------------------------------------------------------------------------------------------------------
VALUE EQUITY FUND--CLASS B
- ---------------------------------------------------------------------------------------------------------------------------------
1997.........................................  $12.97      $0.09       $ 5.34        $(0.09)        $(0.81)      $17.50    44.31%
1996.........................................   11.86       0.17         1.29         (0.17)         (0.18)       12.97    12.49
1995.........................................    9.70       0.15         2.17         (0.16)            --        11.86    24.17
1994(1)......................................    9.95       0.08        (0.25)        (0.08)            --         9.70    (1.82)*
- ---------------------------------------------------------------------------------------------------------------------------------
GROWTH EQUITY FUND--CLASS B
- ---------------------------------------------------------------------------------------------------------------------------------
1997.........................................  $12.07      $0.03       $ 3.64            --             --       $15.74    30.41%
1996(4)......................................   11.14       0.01         0.93         (0.01)            --        12.07     8.48
- ---------------------------------------------------------------------------------------------------------------------------------
SMALL CAP EQUITY FUND--CLASS B
- ---------------------------------------------------------------------------------------------------------------------------------
1997(3)                                        $10.00      $(0.02)     $ 2.18            --             --       $12.16    32.85%*
- ---------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL EQUITY FUND--CLASS B
- ---------------------------------------------------------------------------------------------------------------------------------
1997(3)                                        $10.00      $(0.03)     $ 0.97            --             --       $10.94    14.30%*
- ---------------------------------------------------------------------------------------------------------------------------------
 
<CAPTION>
                                                                                           RATIO OF
                                                                   RATIO OF                  NET
                                                        RATIO OF     NET       RATIO OF   INVESTMENT
                                                NET     EXPENSES  INVESTMENT   EXPENSES   INCOME TO
                                              ASSETS       TO       INCOME    TO AVERAGE   AVERAGE
                                              END OF    AVERAGE       TO      NET ASSETS  NET ASSETS  PORTFOLIO  AVERAGE
                                              PERIOD      NET      AVERAGE    (EXCLUDING  (EXCLUDING  TURNOVER  COMMISSION
                                               (000)     ASSETS   NET ASSETS   WAIVERS)    WAIVERS)     RATE      RATE**
- --------------------------------------------------------------------------------------------------------------------------
 
<S>                                           <C>       <C>       <C>         <C>         <C>         <C>       <C>
GOVERNMENT SECURITIES FUND--CLASS B
- --------------------------------------------------------------------------------------------------------------------------
 
1997......................................... $1,062      1.45%      4.81%       1.51%       4.75%      11.88%     N/A
1996.........................................    523      1.45       4.81        1.54        4.72       22.80      N/A
1995.........................................    244      1.45       4.86        1.59        4.72       18.33      N/A
1994(1)......................................    147      1.45*      3.88*       1.69*       3.64*      37.80      N/A
- --------------------------------------------------------------------------------------------------------------------------
 
LOUISIANA TAX-FREE INCOME FUND--CLASS B
- --------------------------------------------------------------------------------------------------------------------------
 
1997......................................... $1,137      1.36%      3.61%       1.40%       3.57%       0.77%     N/A
1996.........................................    727      1.40       3.62        1.50        3.52        8.26      N/A
1995.........................................    567      1.40       3.77        1.70        3.47        2.31      N/A
1994(2)......................................    601      1.40*      3.35*       2.47*       2.28*      30.31      N/A
- --------------------------------------------------------------------------------------------------------------------------
 
STRATEGIC INCOME BOND FUND--CLASS B
- --------------------------------------------------------------------------------------------------------------------------
 
1997(3)...................................... $  470      1.65%*     5.49%*      2.13%*      5.01%*      1.34%       N/A
- --------------------------------------------------------------------------------------------------------------------------
 
BALANCED FUND--CLASS B
- --------------------------------------------------------------------------------------------------------------------------
 
1997......................................... $3,939      1.65%*     2.28%       1.71%       2.22%      40.97%    $.0796
1996.........................................  1,996      1.64       2.80        1.76        2.68       57.22      .0794
1995.........................................  1,137      1.60       2.95        1.79        2.76       55.06      N/A
1994(1)......................................    868      1.60*      2.55*       1.94*       2.21*      64.09      N/A
- --------------------------------------------------------------------------------------------------------------------------
 
VALUE EQUITY FUND--CLASS B
- --------------------------------------------------------------------------------------------------------------------------
 
1997......................................... $9,944      1.75%      0.55%       1.75%       0.55%      97.91%    $.0798
1996.........................................  3,990      1.73       1.37        1.77        1.33       95.93      .0795
1995.........................................  1,288      1.65       1.62        1.82        1.45       97.88      N/A
1994(1)......................................    389      1.65*      1.30*       1.93*       1.02*     161.42      N/A
- --------------------------------------------------------------------------------------------------------------------------
 
GROWTH EQUITY FUND--CLASS B
- --------------------------------------------------------------------------------------------------------------------------
 
1997......................................... $1,800      1.75%     (0.30)%      1.79%      (0.34)%     65.12%    $.0799
1996(4)......................................    152      1.75*     (0.02)*      1.87*      (0.14)*     91.09      .0797
- --------------------------------------------------------------------------------------------------------------------------
 
SMALL CAP EQUITY FUND--CLASS B
- --------------------------------------------------------------------------------------------------------------------------
 
1997(3)                                       $  654      0.95%*    (0.95)%*     2.61%*     (2.61)%*    29.56%       N/A
- --------------------------------------------------------------------------------------------------------------------------
 
INTERNATIONAL EQUITY FUND--CLASS B
- --------------------------------------------------------------------------------------------------------------------------
 
1997(3)                                       $  358      1.02%*    (1.02)%*     2.86%*     (2.86)%*     4.69%       N/A
- --------------------------------------------------------------------------------------------------------------------------
 
</TABLE>
 
+   Total return does not reflect contingent deferred sales charge on Class B
    shares.
*  Annualized.
**  Average commission rate paid per share for security purchases and sales
    during the period. Presentation of the rate is only required for fiscal
    years beginning after September 1, 1995.
(1) Commenced operations on October 22, 1993.
(2) Commenced operations on November 22, 1993.
(3) Commenced operations on January 31, 1997.
(4) Commenced operations on April 19, 1996.
<PAGE>
11
 
FINANCIAL HIGHLIGHTS
 
The following are financial highlights of the Small Cap Growth Portfolio of SIMT
for a share outstanding throughout the periods indicated. This information
should be read in conjunction with SIMT's financial statements as of, and for
the fiscal year ended, September 30, 1997 and notes thereto which have been
audited by Price Waterhouse LLP, independent accountants, which are incorporated
by reference into this Statement of Additional Information. Additional
performance information is set forth in SIMT's 1997 Annual Report to
Shareholders and is available upon request and without charge by calling
1-800-342-5734.
 
For a Class A Share Outstanding Throughout the Period ended September 30,
<TABLE>
<CAPTION>
                                                                NET
                                                              REALIZED
                                                                AND
                                    NET ASSET       NET      UNREALIZED    DIVIDENDS
                                      VALUE     INVESTMENT     GAINS        FROM NET     DISTRIBUTIONS    NET ASSET
                                    BEGINNING     INCOME     (LOSSES ON    INVESTMENT       FROM NET     VALUE, END    TOTAL
                                    OF PERIOD     (LOSS)     SECURITIES)     INCOME      REALIZED GAINS   OF PERIOD   RETURN*
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>         <C>          <C>         <C>             <C>             <C>          <C>
SMALL CAP GROWTH PORTFOLIO--CLASS A
- -----------------------------------------------------------------------------------------------------------------------------
1997...............................   $20.51       $0.02       $2.64         $   --          $(3.85)        $19.32     17.23%
1996...............................    19.88       (0.08)       4.37             --            3.66          20.51     26.56
1995...............................    14.04       (0.14)       5.98             --              --          19.88     41.65
1994...............................    14.67       (0.05)       0.07             --           (0.65)         14.04      0.23
1993...............................    10.65       (0.02)       4.05          (0.01)             --          14.67     37.81
1992(1)............................    10.00        0.02        0.65          (0.02)             --          10.65     15.07
- -----------------------------------------------------------------------------------------------------------------------------
 
<CAPTION>
                                                                                      RATIO OF
                                                                                         NET
                                                            RATIO OF                 INVESTMENT
                                               RATIO OF        NET       RATIO OF      INCOME
                                      NET      EXPENSES    INVESTMENT   EXPENSES TO   (LOSS) TO
                                    ASSETS        TO         INCOME     AVERAGE NET  AVERAGE NET
                                    END OF      AVERAGE     (LOSS) TO     ASSETS       ASSETS     PORTFOLIO    AVERAGE
                                    PERIOD        NET      AVERAGE NET  (EXCLUDING   (EXCLUDING   TURNOVER   COMMISSION
                                     (000)      ASSETS       ASSETS      WAIVERS)     WAIVERS)      RATE       RATE **
- ------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>       <C>          <C>          <C>          <C>          <C>        <C>
SMALL CAP GROWTH PORTFOLIO--CLASS A
- ------------------------------------------------------------------------------------------------------------------------
1997...............................$561,414         1.10%     (0.60)%       1.10%       (0.60)%       107%     $0.0723
1996............................... 380,525         1.10      (0.63)        1.11        (0.64)        167       0.0529
1995............................... 310,238         1.10      (0.60)        1.13        (0.63)        113       N/A
1994............................... 300,296         1.01      (0.51)        1.11        (0.61)         97       N/A
1993............................... 193,816         0.97      (0.25)        1.14        (0.42)         85       N/A
1992(1)............................  36,191         0.97       0.49         1.29         0.17          33       N/A
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
*  Sales load is not reflected in total return.
**  Average commission rate paid per share for security purchases and sales
during the period. Presentation of the rate is only required for fiscal years
beginning after
    September 1, 1995.
(1) The Small Cap Growth Portfolio's Class A shares were offered beginning April
20, 1992. All ratios including total return for that period have been
annualized.
 
The following financial highlights of the International Equity Portfolio of SIT
for a share outstanding throughout the periods indicated. This information
should be read in conjunction with SIT's 1) unaudited financial statements as
of, and for the period ended, August 31, 1997 and notes thereto which are
incorporated by reference into the Statement of Additional Information and 2)
financial statements as of, and for the fiscal year ended, February 28, 1997 and
notes thereto which have been audited by Price Waterhouse LLP, independent
accountants, which are incorporated by reference into this Statement of
Additional Information. Additional performance information is set forth in SIT's
1997 Semi-Annual Report to Shareholders and is available upon request and
without charge by calling 1-800-342-5734.
 
For a Class A Share Outstanding Throughout each Period ended February 28 or 29,
<TABLE>
<CAPTION>
                                                                    NET
                                                                 REALIZED                                            NET
                                         NET ASSET      NET         AND     DISTRIBUTIONS DISTRIBUTIONS             ASSET
                                           VALUE     INVESTMENT  UNREALIZED   FROM NET      FROM NET                VALUE
                                         BEGINNING     INCOME      GAINS     INVESTMENT     REALIZED    RETURN OF  END OF   TOTAL
                                         OF PERIOD     (LOSS)    (LOSSES)    INCOME(A)        GAIN       CAPITAL   PERIOD   RETURN
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>         <C>         <C>        <C>           <C>           <C>        <C>      <C>
INTERNATIONAL EQUITY PORTFOLIO--CLASS A
- ----------------------------------------------------------------------------------------------------------------------------------
1997*...................................   $ 9.67      $0.09      $0.31        $  --         $  --       $  --     1$0.07    4.14%
1997....................................    10.00       0.09       0.47        (0.07)        (0.82)         --      9.67     5.70
1996....................................     9.59       0.14       1.45        (0.19)        (0.99)         --     10.00    17.30
1995....................................    11.00       0.15      (0.97)          --         (0.59)         --      9.59    (7.67)
1994....................................     8.93       0.13       2.05        (0.11)           --          --     11.00    24.44
1993....................................     9.09       0.16       0.04        (0.36)           --          --      8.93     2.17
1992....................................     9.56       0.19      (0.36)       (0.30)           --          --      9.09    (1.63)
1991....................................     9.62       0.18      (0.14)          --         (0.01)      (0.09)     9.56     0.36
1990(1).................................    10.00       0.04      (0.42)          --            --          --      9.62    (3.70)
- ----------------------------------------------------------------------------------------------------------------------------------
 
<CAPTION>
                                                                                          RATIO OF
                                                                                            NET
                                                                                         INVESTMENT
                                                                  RATIO OF                 INCOME
                                                                    NET       RATIO OF   (LOSS) TO
                                                      RATIO OF   INVESTMENT   EXPENSES    AVERAGE
                                        NET ASSETS    EXPENSES     INCOME    TO AVERAGE     NET
                                          END OF     TO AVERAGE  (LOSS) TO   NET ASSETS    ASSETS    PORTFOLIO  AVERAGE
                                          PERIOD        NET       AVERAGE    (EXCLUDING  (EXCLUDING  TURNOVER  COMMISSION
                                           (000)       ASSETS    NET ASSETS   WAIVERS)    WAIVERS)     RATE     RATE **
- -------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>         <C>         <C>         <C>         <C>         <C>       <C>
INTERNATIONAL EQUITY PORTFOLIO--CLASS A
- -------------------------------------------------------------------------------------------------------------------------
1997*...................................$  641,419       1.25%      2.04%       1.34%       1.95%       .35%     $0.0172
1997....................................$  524,062       1.28       1.11        1.42        0.97        117      N/A
1996....................................   347,646       1.25       1.29        1.29        1.25        102      N/A
1995....................................   328,503       1.19       1.30        1.21        1.28         64      N/A
1994....................................   503,498       1.10       1.46        1.24        1.32         19      N/A
1993....................................   178,287       1.10       1.80        1.53        1.37         23      N/A
1992....................................    92,456       1.10       2.07        1.52        1.65         79      N/A
1991....................................    35,829       1.10       3.52        1.64        2.98         14      N/A
1990(1).................................     8,661       1.10       3.13        5.67       (1.44)        --      N/A
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
*  For the six month period ended August 31, 1997 (unaudited). All ratios,
   excluding total return, for that period have been annualized. Amounts
   designated as "-- " are either $0 or have been rounded to $0.
** Average commission rate paid per share for security purchases and sales
   during the period. Presentation of the rate is only required for fiscal years
   beginning after September 1, 1995.
(1) The International Equity Portfolio's Class A shares were offered beginning
    December 20, 1989. All ratios for that period have been annualized.
(A) Distributions from net investment income include distributions of certain
    foreign currency gains and losses.
<PAGE>
12
 
THE TRUST
 
MARQUIS FUNDS-REGISTERED TRADEMARK- (the "Trust") is an open-end management
investment company that offers units of beneficial interest ("shares") in the
Funds through two separate classes, Class A and Class B, which provide for
variations in sales charges, distribution costs, voting rights and dividends.
Except for these differences between classes, each share of each Fund represents
an undivided, proportionate interest in that Fund. Each Fund and each Portfolio
is a diversified mutual fund, except for the Louisiana Tax-Free Income Fund,
which is non-diversified. Information regarding shares of the Trust's Treasury
Securities Money Market Fund, Institutional Money Market Fund and Tax Exempt
Money Market Fund (the "Money Market Funds") is contained in separate
prospectuses that may be obtained by calling 1-800-471-1144.
 
INVESTMENT OBJECTIVES AND POLICIES
 
The GOVERNMENT SECURITIES FUND seeks to provide current income consistent with
relative stability of capital.
 
Under normal conditions, the Fund will invest at least 65% of its total assets
in obligations issued or guaranteed as to principal and interest by the U.S.
Government or its agencies and instrumentalities ("U.S. Government securities").
The Fund may also invest in the following securities if, at the time of
purchase, the security either has the requisite rating from a nationally
recognized statistical rating organization (an "NRSRO") or is of comparable
quality as determined by First National Bank of Commerce in New Orleans (the
"Adviser"): (i) corporate bonds and debentures rated in one of the four highest
rating categories by an NRSRO; (ii) privately issued mortgage-backed securities
rated in the highest rating category by an NRSRO; (iii) asset-backed securities
rated in the highest rating category by an NRSRO; (iv) repurchase agreements
involving any of the foregoing securities (including U.S. Government
securities); and (v) money market securities (as defined in the "Description of
Permitted Investments and Risk Factors"). For a description of ratings, see
"Appendix." Normally, the Fund will maintain a dollar-weighted average portfolio
maturity of three to ten years; however, under certain circumstances this
average weighted maturity may fall below three years. In determining the
maturity of mortgage-backed securities, the Adviser will use the estimated
average life of such securities. There are no restrictions on the maturity of
any single instrument.
 
The LOUISIANA TAX-FREE INCOME FUND (the "Louisiana Fund") seeks to provide a
level of current income consistent with relative stability of capital.
 
The Fund will invest at least 80% of its net assets in fixed income securities
the interest on which, in the opinion of bond counsel for the issuer, is exempt
from federal income tax ("Municipal Securities") and is not a preference item
for purposes of the alternative minimum tax. Under normal conditions, at least
65% of the Louisiana's Fund's total assets will be invested in Municipal
Securities the interest on which is exempt from personal income taxes imposed by
the State of Louisiana ("Louisiana Municipal Securities"). The Fund may invest
up to 20% of its net assets in (i) Municipal Securities the interest on which is
a preference item for purposes of the alternative minimum tax and (ii) taxable
investments, including money market securities.
 
The Louisiana Fund may purchase the following types of Municipal Securities
(including Louisiana Municipal Securities) only if such securities, at the time
of purchase, either have the requisite rating from an NRSRO or are of comparable
quality as determined by the Adviser: (i) bonds and debentures rated in one of
the four highest rating categories by an NRSRO; (ii) notes and certificates of
participation rated in one of the three highest rating categories; and (iii)
commercial paper rated in one of the two highest rating categories.
 
Normally, the Fund will maintain a dollar-weighted average portfolio maturity of
seven to fifteen years; however, under certain circumstances this average
weighted maturity may fall below seven years. There are no restrictions on the
maturity of any single instrument.
 
LOUISIANA RISK FACTORS -- The Louisiana Fund is more susceptible to factors
adversely affecting issuers of Louisiana Municipal Securities than is a
comparable municipal bond fund that does not focus its investments in Louisiana
Municipal Securities. Although its economy has improved somewhat in recent
years, Louisiana experienced severe financial difficulties in the late 1980s and
continues to face the risks associated with a non-diversified economy. In
particular, the significance of
<PAGE>
13
 
the oil and gas industry in Louisiana's economy has resulted in financial
difficulties during unfavorable markets for oil and gas products and in
financial benefits during favorable markets. Further difficulties may result
from the uncertain state of the land-based casino industry in New Orleans.
 
Louisiana is working to expand economic development activities that will take
advantage of its replenishable natural resources such as timber, water for
aquaculture, fish and seafood related products and related industrial uses of
such resources. Louisiana's economy in 1995, compared to 1994, was in a period
of economic expansion. Louisiana's economy continued to experience steady growth
in 1996. The state is also pursuing further development of its transportation
capabilities by expanding port-related activities and improving its highways and
airports.
 
General obligations of Louisiana are currently rated A-, A3 and A, by Standard &
Poor's Corporation ("S&P"), Moody's Investor Services, Inc. ("Moody's") and
Fitch Investors Service, Inc., respectively. There can be no assurance that the
economic conditions on which these ratings are based will continue or that
particular bond issues may not be adversely affected by changes in economic,
political or other conditions. If either Louisiana or any of its local
governmental entities is unable to meet its financial obligations, the income
derived by the Fund, the Fund's net asset value, the ability to preserve or
realize appreciation of the Fund's capital or the Fund's liquidity could be
adversely affected.
 
NON-DIVERSIFICATION -- Investment in the Louisiana Fund, a non-diversified
mutual fund, may entail greater risk than would investment in a diversified
mutual fund. The Fund's ability to focus its investments on a fewer number of
issuers means that any economic, political or regulatory developments affecting
the value of the securities in the Fund's portfolio could have a greater impact
on the total value of the portfolio than would be the case if the portfolio were
diversified among more issuers.
 
The Fund intends to comply with the diversification requirements of Subchapter M
of the Internal Revenue Code of 1986, as amended.
 
The STRATEGIC INCOME BOND FUND seeks to provide current income.
 
Under normal conditions, the Fund will invest at least 65% of its net assets in
fixed income securities that are rated investment grade or higher, i.e., rated
in one of the four highest rating categories by an NRSRO, at the time of
purchase, or, if not rated, determined to be of comparable quality by the
Adviser. Emphasis in the Fund will generally be in U.S. Government securities
and investment grade corporate obligations of U.S. issuers. Additional fixed
income securities in which the Fund may invest consist of: (i) mortgage-backed
securities, (ii) obligations issued by the Canadian government, (iii)
asset-backed securities, (iv) guaranteed investment contracts ("GICs"), (v) bank
investment contracts ("BICs"), (vi) zero coupon obligations, (vii) floating or
variable rate instruments, (viii) money market securities; (ix) convertible
securities, (x) restricted securities, and (xi) other investment companies. The
Fund may enter into repurchase agreements with respect to any of the foregoing
and purchase securities subject to swaps, caps, floors and collars.
 
Normally, the Fund will maintain a dollar-weighted average portfolio maturity of
greater than 10 years; however, under certain circumstances, this average
weighted maturity may fall below 10 years. There are no restrictions on the
maturity of any single instrument.
 
The BALANCED FUND seeks to provide capital appreciation and current income
through regular payments of dividends and interest.
 
Under normal conditions, the Fund will invest between 30% and 75% of its total
assets in common stocks, warrants, rights to purchase common stocks, debt
securities convertible into common stocks and preferred stocks of established
companies with equity market capitalizations in excess of $300 million
(together, "equity securities"). The Fund may also invest in equity securities
of foreign issuers traded in the United States, including American Depositary
Receipts ("ADRs"). The Fund will purchase only those common stocks that are
traded on registered exchanges or actively traded in the over-the-counter
market.
 
Under normal conditions, the Fund will invest between 25% and 70% of its total
assets in fixed income securities (other than money market securities)
consisting of the following, but only if, at the time of purchase, such
securities either have the
<PAGE>
14
 
requisite rating from an NRSRO or are of comparable quality as determined by the
Adviser: (i) U.S. Government securities; (ii) privately issued mortgage-backed
securities rated in the highest rating category; (iii) asset-backed securities
rated in the highest rating category; or (iv) corporate bonds and notes and bank
obligations rated in one of the four highest rating categories. The Fund will
maintain at least 25% of its assets in fixed income senior securities. The Fund
is not subject to any maturity restrictions on its investments in non-money
market securities.
 
The Fund may also invest in money market securities.
 
In making allocation decisions, the Adviser will evaluate projections of risk,
market and economic conditions, volatility, yields and expected return. Because
the Fund in part seeks capital appreciation, the Adviser does not intend to make
frequent changes in asset allocation.
 
The VALUE EQUITY FUND seeks to provide long-term capital appreciation by
investing primarily in equity securities which have a low current valuation
relative to various measures of intrinsic value.
 
The Fund will be as fully invested as practicable (at least 65% of its total
assets under normal conditions) in common stocks, warrants, rights to purchase
common stocks, debt securities convertible to common stocks and preferred stocks
(together, "equity securities"). The Fund will invest primarily in equity
securities of established companies with equity market capitalizations in excess
of $300 million that the Adviser believes to have potential for capital
appreciation based on the soundness of the issuer and the company's relative
value based on an analysis of various fundamental financial characteristics,
including earnings yield, book value, cash flow, anticipated future growth of
dividends and earnings estimates. Although capital appreciation is the primary
purpose for investing in a security, the Fund will focus on companies that pay
current dividends. The Fund may invest in equity securities of foreign issuers
traded in the United States, including ADRs. The Fund may also invest in money
market securities for liquidity purposes.
 
The GROWTH EQUITY FUND seeks to provide long-term capital appreciation by
investing primarily in companies whose sales and earnings are expected to grow
at an above average rate.
 
The Fund will be as fully invested as practicable (at least 65% of its total
assets under normal conditions) in common stocks, warrants, rights to purchase
common stocks, debt securities convertible to common stocks and preferred stocks
(together, "equity securities"). The Fund will primarily invest in equity
securities of established companies with equity market capitalizations in excess
of $300 million that the Adviser believes to have potential for long-term
capital appreciation and growth. The Adviser initiates purchase and sale
decisions based on such growth and profitability measures as return on equity,
earnings growth, sales growth and expected return. Capital appreciation is the
primary purpose of the Fund. Current dividend income is a secondary
consideration. The Fund may invest in equity securities of foreign issuers
traded in the United States, including ADRs. The Fund may also invest in money
market securities for liquidity purposes.
 
The SMALL CAP EQUITY FUND seeks to provide long-term capital appreciation. It
currently pursues this objective by investing up to 100% of its assets in the
Small Cap Growth Portfolio of SIMT, which has an identical objective.
 
Under normal market conditions, the Small Cap Growth Portfolio will invest at
least 65% of its total assets in the equity securities of smaller growth
companies (i.e., companies with equity market capitalizations less than $1
billion) which, in the opinion of the Portfolio's sub-advisors (the "Money
Managers"), are in an early stage or transitional point in their development and
have demonstrated or have the potential for above average capital growth. The
Money Managers will select companies that have the potential to gain market
share in their industry, achieve and maintain high and consistent profitability
or produce increases in earnings. The Money Managers also seek companies with
strong company management and superior fundamental strength. Small
capitalization companies have the potential to show earnings growth over time
that is well above the growth rate of the overall economy. Any remaining assets
may be invested in the equity securities of more established companies that the
Money Managers believe may offer strong capital appreciation potential due to
their relative market position, anticipated earnings growth, changes in
<PAGE>
15
 
management or other similar opportunities. Equity securities include common
stock, preferred stock, warrants and rights to subscribe to common stock and, in
general, any security that is convertible into or exchangeable for common stock.
The Portfolio may also invest in equity securities of foreign issuers traded in
the United States, including ADRs.
 
The Small Cap Growth Portfolio's investment policies also permit the Portfolio
to purchase investment company securities, and purchase or write options,
futures and options on futures.
 
In order to meet liquidity needs, or for temporary defensive purposes, the
Portfolio may invest all or a portion of its assets in common stocks of larger,
more established companies, investment grade fixed income securities, cash or
money market securities.
 
The Small Cap Growth Portfolio's annual turnover rate may exceed 100%. Such a
turnover rate may result in higher transaction costs and may result in
additional taxes for shareholders. See "Taxes."
 
For a more detailed description of the Small Cap Growth Portfolio's investment
objective and policies, see the Portfolio's Prospectus.
 
The INTERNATIONAL EQUITY FUND seeks to provide long-term capital appreciation.
It currently pursues this objective by investing up to 100% of its assets in the
International Equity Portfolio of SIT, which has an identical objective. Under
normal circumstances, at least 65% of the International Equity Portfolio's
assets will be invested in equity securities of at least three countries other
than the United States.
 
Securities of non-U.S. issuers purchased by the International Equity Portfolio
will typically be listed on recognized foreign exchanges but also may be
purchased in over-the-counter markets, on U.S. registered exchanges, or in the
form of sponsored or unsponsored ADRs traded on registered exchanges or NASDAQ,
or sponsored or unsponsored European Depositary Receipts ("EDRs"), Continental
Depositary Receipts ("CDRs") or Global Depositary Receipts ("GDRs"). The
Portfolio expects its investments to emphasize large, intermediate and small
capitalization companies.
 
The International Equity Portfolio may enter into forward foreign currency
contracts as a hedge against possible variations in foreign exchange rates. The
Portfolio may enter into forward foreign currency contracts to manage its
foreign currency exposure, to hedge a specific security transaction or to hedge
a portfolio position. These contracts may be bought or sold to protect the
Portfolio, to some degree, against a possible loss resulting from an adverse
change in the relationship between foreign currencies and the U.S. dollar. The
Portfolio also may invest in foreign currency futures and in options on
currencies.
 
The International Equity Portfolio expects to be fully invested in its primary
investments, described above, but may invest up to 35% of its total assets in
U.S. or non-U.S. cash reserves: money market instruments; swaps; options on
securities and non-U.S. Indices; futures contracts, including stock index
futures contracts; and options on futures contracts.
 
The Portfolio is permitted to acquire floating and variable rate securities,
purchase securities on a when-issued or delayed delivery basis, and invest up to
15% of its total assets in illiquid securities. Although permitted to do so, the
Portfolio does not currently intend to invest in securities issued by passive
foreign investment companies or to engage in securities lending.
 
For a more detailed description of the International Equity Portfolio's
investment objectives and policies, see the Portfolio's Prospectus.
<PAGE>
16
 
GENERAL INVESTMENT POLICIES
 
For temporary defensive purposes when the Adviser or, with respect to the Small
Cap Growth Portfolio, SIMC or the Money Managers determine that market
conditions warrant, each Fund and the Small Cap Growth Portfolio may invest up
to 100% of its assets in money market securities and cash. For temporary
defensive purposes, when SIMC and the Money Managers determine that market
conditions warrant, the International Equity Portfolio may invest up to 50% of
its assets in money market securities and in other U.S. and non-U.S. long- and
short-term debt instruments which are rated BBB or higher by S&P or Baa or
higher by Moody's at the time of purchase, or which are determined by the Money
Managers to be of comparable quality; invest a portion of such assets in cash;
and invest such assets in securities of supranational entities which are rated A
or higher by S&P or Moody's at the time of purchase or which are determined by
the Money Managers to be of comparable quality. Additionally, with respect to
the Small Cap Equity Fund or International Equity Fund, for temporary defensive
purposes or to maintain the respective Fund's status as a regulated investment
company under the Internal Revenue Code, the Adviser may invest up to 100% of
such Fund's assets in cash and other non-investment securities. To the extent a
Fund or Portfolio is investing for temporary defensive purposes, the Fund or
Portfolio will not be pursuing its investment objective. Each Fund except the
Value Equity Fund, Growth Equity Fund, and the International Equity Portfolio,
may purchase securities on a when-issued or delayed delivery basis.
 
In order to generate additional income, each Fund or Portfolio may lend the
securities which it owns. The International Equity Portfolio does not currently
intend to engage in securities lending. All Funds and Portfolios may invest in
repurchase agreements.
 
Debt rated in the fourth highest ratings category such as BBB by S&P or Baa by
Moody's is regarded as having an adequate capacity to pay interest and repay
principal. Such securities are considered to have speculative characteristics.
 
For additional information regarding risks and permitted investments, investment
practices and risks, see "Description of Permitted Investments and Risk
Factors."
 
INVESTMENT LIMITATIONS
 
The following investment limitations are fundamental policies of the Funds.
Fundamental policies cannot be changed with respect to the Funds without the
consent of the holders of a majority of the Fund's outstanding shares. The
Portfolios have adopted fundamental policies that are similar to these policies.
 
A Fund may not:
 
1.  Purchase securities of any issuer (except securities issued or guaranteed by
the United States, its agencies or instrumentalities and 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 more than 10% of
the outstanding voting securities of such issuer would be owned by the Fund.
This restriction applies to 75% of the Fund's assets. This restriction does not
apply to the Louisiana Tax-Free Income Fund.
 
2.  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 (i) investments in the obligations issued or
guaranteed by the U.S. Government or its agencies and instrumentalities, and
repurchase agreements involving such securities; and (ii) tax-exempt securities
issued by governments or political subdivisions of governments. 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; (ii) financial service companies will be
classified according to the end users of their services, for example, automobile
finance, bank finance and diversified finance will each be considered a separate
industry; (iii) supranational entities will be considered to be a separate
industry; and (iv) asset-backed securities secured by distinct types of assets,
such as truck and auto loan leases, credit card receivables and home equity
loans, will each be considered a separate industry.
 
3.  Make loans except that the Fund may (i) purchase or hold debt instruments in
accordance with its investment objectives 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.
<PAGE>
17
 
For purposes of the industry concentration limitations discussed above, the
following definitions apply to the International Equity Portfolio; these
definitions form part of the fundamental 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; (ii)
financial service companies will be classified according to end users of their
services, for example, automobile finance, bank finance and diversified finance
will each be considered a separate industry; (iii) supranational agencies will
be deemed to be issuers conducting their principal business activities in the
same industry; and (iv) governmental issuers within a particular country will be
deemed to be conducting their principal business in the same industry.
 
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.
 
HOW TO PURCHASE SHARES
 
Class A shares and Class B shares of the Funds may be purchased directly from
the shareholder servicing and transfer agent, DST Systems, Inc., or an
authorized sub-transfer agent (collectively, the "Transfer Agent") by mail, by
wire or through an automatic investment plan ("AIP"). Shares may also be
purchased through broker-dealers, including Marquis Investments, LLC, that have
established a dealer agreement with SEI Investments Distribution Co., the
Trust's distributor (the "Distributor"). Shares of the Fund are sold on a
continuous basis.
 
HOW TO PURCHASE BY MAIL
 
You may purchase Class A or Class B shares of a 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 "Marquis Funds (Fund
Name)", to Marquis Funds at P.O. Box 419316, Kansas City, MO 64141-6316. Third
party checks, credit cards, credit card checks and cash will not be accepted.
When purchases are made by check, redemption proceeds will not be forwarded
until the investment being redeemed has been in the account for 15 days. You may
purchase additional shares at any time by mailing payment to the Transfer Agent.
Orders placed by mail will be executed on receipt of your payment. If your check
does not clear, your purchase will be cancelled and you could be liable for any
losses or fees incurred.
 
You may obtain Account Application forms by calling 1-800-471-1144.
 
HOW TO PURCHASE BY WIRE
 
You may purchase shares by wiring Federal funds, provided that your Account
Application has been previously received. You must wire funds to the Transfer
Agent and the wire instructions must include your account number. You must call
1-800-471-1144 before wiring any funds. An order to purchase shares by Federal
funds wire will be deemed to have been received by the Fund on the Business Day
(defined below) of the wire; provided that the shareholder notifies the Transfer
Agent prior to the time the Funds calculate their net asset value, normally 3:00
p.m., Central Time. If the Transfer Agent does not receive notice by the time
the Funds calculate their net asset value, normally 3:00 p.m., Central Time, on
the Business Day of the wire, the order will be executed on the next Business
Day.
 
HOW TO PURCHASE THROUGH AN AUTOMATIC INVESTMENT PLAN ("AIP")
 
You may open an account in a Fund and/or arrange for periodic additional
investments in the Funds through automatic deductions.
 
ACCOUNTS OPENED THROUGH MARQUIS INVESTMENTS, LLC
 
You may open an AIP account with as little as $100 per month. You may obtain an
application form by calling 1-800-801-1594 or speaking with your Investment
Consultant.
 
ACCOUNT OPENED THROUGH THE FCC EMPLOYEE PAYROLL INVESTMENT PLAN
 
Officers, directors or trustees, employees and retirees (their spouses and
immediate family members) of First Commerce Corporation and its subsidiaries and
affiliates ("employees") may open an account in a Fund through automatic payroll
deductions with as little as $20 per pay period. All sales charges are waived.
You may obtain an Employee Payroll Investment Plan Application by calling
1-800-471-1144.
<PAGE>
18
 
ALL OTHER ACCOUNTS
 
You may open an account in a Fund and/or arrange for periodic additional
investments in the Funds through automatic deductions by Automated Clearing
House ("ACH") from a checking account by completing an AIP Application Form.
 
The minimum pre-authorized investment amount is $50 per month. You may obtain an
AIP application form by calling 1-800-471-1144.
 
GENERAL INFORMATION
 
You may purchase Class A shares and Class B shares of the Funds on any day the
New York Stock Exchange is open for business ("Business Days"). However, shares
of the Funds cannot be purchased by Federal Reserve wire on Federal holidays
restricting wire transfers. The minimum initial investment in either class of
any Fund is $2,500 ($500 minimum for Individual Retirement Accounts and
employees of the Adviser or its affiliates); however, the Distributor may waive
the minimum investment at its discretion. Subsequent purchases of shares must be
at least $100 except for purchases through the AIP and payroll deductions, which
must be at least $50.
 
A purchase order for shares will be effective as of the Business Day received by
the Transfer Agent if the Transfer Agent receives the order and payment before
3:00 p.m., Central Time. The purchase price of Class A shares of a Fund is the
net asset value next determined after the purchase order is effective plus the
applicable sales load, if any. The purchase price of Class B shares is the net
asset value next determined after the purchase order is effective.
 
The net asset value will be determined as of the close of regular trading on the
New York Stock Exchange (normally, 3:00 p.m., Central Time). Purchase or
redemption orders received by a Fund after the net asset value has been
determined will be priced at the next Business Day's net asset value.
 
The net asset value per share of any Fund is determined on each Business Day by
dividing the total market value of that Fund's investments and other assets,
less any liabilities, by the total outstanding shares of the Fund. Purchases
will be made in full and fractional shares calculated to three decimal places.
Pursuant to guidelines adopted and monitored by the Trustees of the Trust, each
Fund may use a pricing service to provide market quotations or fair market
valuations. A pricing service may derive such valuations through the use of a
matrix system to value fixed income securities which considers factors such as
securities prices, yield features, ratings, and developments related to a
specific security. Although the methodology and procedures for determining net
asset value are identical for both classes of a Fund, the net asset value per
share of such classes may differ because of the distribution expenses charged to
Class B shares.
 
The Trust reserves the right to reject a purchase order for shares when the
Adviser determines that it is not in the best interest of the Trust and/or its
shareholders to accept such order.
 
Shareholders who own their shares of record and who desire to transfer
registration of their shares should call 1-800-471-1144.
 
HOW TO PURCHASE THROUGH FINANCIAL INSTITUTIONS
 
Shares may also be purchased through financial institutions, including the
Adviser, that provide distribution assistance or shareholder services to the
Trust. Shares purchased by persons ("Customers") through financial institutions
may be held of record by the financial institution. Financial institutions may
impose an earlier cut-off time for receipt of purchase orders directed through
them to allow for processing and transmittal of these orders to the Transfer
Agent for effectiveness the same day. Customers should contact their financial
institution for information as to that institution's procedures for transmitting
purchase, exchange or redemption orders to the Trust.
 
Customers who desire to transfer the registration of shares beneficially owned
by them but held of record by a financial institution should contact the
institution to accomplish the transfer.
 
Depending upon the terms of a particular Customer account, a financial
institution may charge a Customer account fees. Information concerning these
services and any charges will be provided to the Customer by the financial
institution. Certain of these financial institutions may be required under state
law to register as broker/dealers.
 
ALTERNATIVE SALES CHARGE OPTIONS
 
THE TWO ALTERNATIVES: OVERVIEW
 
You may purchase shares of the Funds at a price equal to their net asset value
per share plus a sales
<PAGE>
19
 
charge which, at your election, may be imposed either (i) at the time of the
purchase (Class A "initial sales charge alternative"), or (ii) on a contingent
deferred basis (the Class B "deferred sales charge alternative"). Each class
represents a Fund's interest in the portfolio of investments. The classes have
the same rights and are identical in all respects except that (i) Class B shares
bear the expenses of the deferred sales arrangement and distribution and service
fees resulting from such sales arrangement, (ii) each class has exclusive voting
rights with respect to approvals of any Rule 12b-1 distribution plan related to
that specific class (although Class B shareholders may vote on any distribution
fees imposed on Class A shares so long as Class B shares convert into Class A
shares), (iii) only Class B shares carry a conversion feature and (iv) each
class has different exchange privileges. See "Exchanges." Sales personnel of
broker-dealers distributing the Funds' shares, and other persons entitled to
receive compensation for selling such shares, may receive differing compensation
for selling Class A or Class B shares.
 
The alternative purchase arrangement permits you to choose the method of
purchasing shares that is more beneficial to you. The amount of your purchase,
the length of time you expect to hold the shares, and whether you wish to
receive dividends in cash or in additional shares will all be factors in
determining which sales charge option is best for you. You should consider
whether, over the time you expect to maintain your investment, the accumulated
distribution and service fees and contingent deferred sales charges on Class B
shares prior to conversion would be less than the initial sales charge on Class
A shares, and to what extent such differential would be offset by the expected
higher yield of Class A shares. Class A shares will normally be more beneficial
to you if you qualify for reduced sales charges as described below.
 
The Trustees of the Trust have determined that currently no conflict of interest
exists between the Class A and Class B shares. On an ongoing basis, the Trustees
of the Trust, pursuant to their fiduciary duties under the Investment Company
Act of 1940, as amended (the "1940 Act") and state laws, will seek to ensure
that no such conflict arises.
 
CLASS A SHARES
 
SALES CHARGE
 
The following table shows the regular sales charge on Class A shares to a
"single purchaser" (defined below) together with the sales charge that is
reallowed to certain financial intermediaries (the "reallowance").
 
<TABLE>
<CAPTION>
                         SALES CHARGE   SALES CHARGE
                              AS             AS          REALLOWANCE
                         PERCENTAGE OF   PERCENTAGE     AS PERCENTAGE
                           OFFERING        OF NET        OF OFFERING
                           PRICE PER       AMOUNT         PRICE PER
  AMOUNT OF PURCHASE         SHARE        INVESTED          SHARE
- -----------------------  -------------  -------------  ---------------
<S>                      <C>            <C>            <C>
Less than $100,000.....        3.50%          3.63%           3.50%
$100,000 but less than
 $250,000..............        2.50%          2.56%           2.50%
$250,000 but less than
 $500,000..............        2.00%          2.04%           2.00%
$500,000 but less than
 $1,000,000............        1.50%          1.52%           1.50%
*$1,000,000 and
 above.................         none           none            none
</TABLE>
 
*  A redemption charge of 1.00% will be assessed against the proceeds of any
   redemption request relating to Class A shares of the Funds that were
   purchased without a sales charge in reliance upon the waiver accorded to
   purchases in the amount of $1 million or more, but only where such redemption
   request is made within 1 year of the date the shares were purchased. The
   charge will be based on the lesser of: (i) the net asset value of your
   redeemed Class A shares at the time of redemption, or (ii) the net asset
   value of your redeemed shares at the time of purchase. The redemption charge
   does not apply to shares acquired through the reinvestment of dividends. This
   charge is payable to the Distributor.
 
The sales charge shown in the foregoing table is the maximum sales charge that
applies to sales through financial intermediaries. With respect to purchases of
Class A shares of $1,000,000 or more, payment equal to as much as 1.00% of the
purchase price may be paid to financial intermediaries through which sales are
made. The Distributor may, from time to time in its sole discretion, institute
one or more promotional incentive programs, which will be paid by the
Distributor from the sales charge it receives or from any other source available
to it. Under any such program, the Distributor may provide promotional
incentives, in the form of cash or other compensation, including merchandise,
airline vouchers, trips and vacation packages, to dealers selling shares of the
Funds. Such promotional incentives will be predicated upon the amount of shares
of the Funds sold by the dealer. The amount of the entire sales charge will be
paid to financial institutions. Financial institutions that receive more than
90% of the sales charge may be considered "underwriters" under the Securities
Act of 1933. Commission rates may vary among the Funds.
<PAGE>
20
 
REDUCED SALES CHARGE: RIGHTS 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 market value of previously purchased Class A shares of the Funds 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 Funds for their own account or for trust or
custodial accounts for their minor children, and (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") including related plans of the same employer.
 
To exercise your right of accumulation based upon shares you already own, you
must ask the Distributor for this reduced sales charge at the time of your
additional purchase and provide the account number(s) of the investor, as
applicable, the investor and spouse, and their minor children. The Funds may
amend or terminate this right of accumulation at any time as to subsequent
purchases.
 
REDUCED SALES CHARGE: LETTER OF INTENT
 
By submitting a Letter of Intent (the "Letter") to the Distributor, a "single
purchaser" may purchase shares of the Funds during a 13-month period at the
reduced sales charge rates applying to the aggregate amount of the intended
purchases stated in the Letter. The Letter may apply to purchases made up to 90
days before the date of the Letter. To receive credit for such prior purchases
and later purchases benefitting from the Letter, you must notify the Transfer
Agent at the time the Letter is submitted that there are prior purchases that
may apply, and notify the Transfer Agent again at the time of later purchases
that such purchases are applicable under the Letter.
 
If the intended investment is not completed, the purchaser will be asked to pay
an amount equal to the difference between the sales charge on the shares
purchased at the reduced rate and the sales charge otherwise applicable to the
total shares purchased. If such payment is not made within 20 days following the
expiration of the 13-month period, the Administrator will surrender an
appropriate number of the escrowed shares for redemption in order to realize the
difference. Such purchasers may include the value (at offering price at the
level designated in their Letter) of all their shares of the Fixed Income Funds
and the Equity Funds previously purchased and still held as of the date of their
Letter toward the completion of such Letter.
 
WAIVER OF SALES CHARGE
 
No sales charge is imposed on shares of the Funds: (i) issued as dividends and
capital gain distributions; (ii) acquired through the exercise of exchange
privileges for Class A shares as described below or at the time of any exchanges
of Class B shares; (iii) sold to officers, directors or trustees, employees and
retirees (and their spouses and immediate family members) of the Trust, First
Commerce Corporation and its subsidiaries, affiliates, and correspondents, and
the Distributor and its subsidiaries and affiliates; (iv) sold to certain
accounts for which the Adviser or subsidiaries, affiliates and correspondents of
First Commerce Corporation serve in a fiduciary, agency or custodial capacity;
(v) issued in plans of reorganization, such as mergers, asset acquisitions and
exchange offers, to which the Trust is a party; (vi) purchased with the proceeds
of employee benefit plan distributions for which the Adviser and its affiliates
act in a fiduciary capacity; (vii) purchased within thirty days of a redemption
of Class A shares of such Funds (only to the amount of such redemption); (viii)
sold to purchasers of Class A shares of the Value Equity Fund that are sponsors
of other investment companies which are unit investment trusts for deposit by
such sponsors into such unit investment trusts, and purchasers of Class A shares
of the Value Equity Fund that are holders of such unit investment trusts that
invest distributions from such unit investment trusts in Class A shares of the
Value Equity Fund; (ix) purchased within thirty days of a redemption of Class B
shares of such Funds for which the contingent deferred sales charge was paid
(only to the amount of such redemption); or (x) sold to clients who have
enrolled in asset allocation programs sponsored or operated by the Adviser or
subsidiaries, affiliates and correspondents of First Commerce Corporation. In
addition, if you acquire Class A shares of a Fund through an exchange of shares
of a Money Market Fund, you will not be charged a sales load on any portion of
your investment which was previously subject to the
<PAGE>
21
 
Funds' sales charges. You must notify the Distributor at the time of your
purchase if you are eligible for a waiver of the sales load.
 
CLASS B SHARES
 
CONTINGENT DEFERRED SALES CHARGE
 
If you redeem your Class B shares within five years of purchase, you will pay a
contingent deferred sales charge at the rates set forth below. You will not be
required to pay the contingent deferred sales charge on exchange of your Class B
shares of any Fund for Class B shares of any other Fund. See "Exchanges." The
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.
 
<TABLE>
<CAPTION>
                                           CONTINGENT DEFERRED
                                            SALES CHARGE AS A
                                           PERCENTAGE OF DOLLAR
                                            AMOUNT SUBJECT TO
YEAR SINCE PURCHASE                               CHARGE
- ----------------------------------------  ----------------------
<S>                                       <C>
First...................................             3.50%
Second..................................             2.75%
Third...................................             2.00%
Fourth..................................             1.25%
Fifth...................................             0.50%
</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, second of Class B shares held for over
five years or Class B shares acquired pursuant to reinvestment of dividends or
other distributions and third of Class B shares held longest during the
five-year period. This method should result in the lowest possible sales charge.
 
The contingent deferred sales charge is waived on redemption of shares (i)
following the death or disability (as defined in the Code) of a shareholder, or
(ii) to the extent that the redemption represents a minimum required
distribution from an individual retirement account or other retirement plan to a
shareholder who has attained the age of 70 1/2. A shareholder, or his or her
representative, must notify the Transfer Agent prior to the time of redemption
if such circumstances exist and the shareholder is eligible for this waiver.
 
CONVERSION FEATURE.  At the end of the period ending five years after the
beginning of the month in which the shares were issued, Class B shares will
automatically convert to Class A shares and will no longer be subject to the
distribution and service fees. Such conversion will be on the basis of the
relative net asset values of the two classes.
 
EXCHANGES
 
Exchanges are generally made at net asset value. You may exchange Class A or
Class B shares of any Fund for Class A or Class B shares, respectively, of any
other Fund without paying any additional sales charge. You may exchange an
investment in Class A shares of any Fund for Retail shares of the Treasury
Securities Money Market Fund and Tax Exempt Money Market Fund, and move your
investment back into Class A shares of any Fund, without paying any additional
sales charge.
 
For purposes of calculating the Class B shares' five year conversion period or
contingent deferred sales charge payable upon redemption, the holding period of
Class B shares of the "old" Fund and the holding period for Class B shares of
the "new" Fund are aggregated.
 
You must have received a current prospectus of the Fund into which you wish to
move your investment before the exchange will be effected. Exchanges will be
made only after instructions in writing or by telephone (an "Exchange Request")
are received by the Transfer Agent. If an Exchange Request in good order is
received by the Transfer Agent by 3:00 p.m. Central time, on any Business Day,
the exchange will occur on that day. The exchange privilege may be exercised
only in those states where the class or shares of the "new" Fund may legally be
sold.
 
Customers who beneficially own shares held of record by a financial institution
should contact that institution if they wish to exchange shares. The institution
will contact the Transfer Agent and effect the exchange on behalf of the
Customer.
 
The Trust reserves the right to change the terms or conditions of the exchange
privilege discussed herein upon 60 days' notice.
<PAGE>
22
 
REDEMPTION OF SHARES
 
You may redeem your shares without charge on any Business Day. There is,
however, a $25 charge for wiring redemption proceeds. Shares may be redeemed by
mail, by telephone or through a systematic withdrawal plan. Investors who own
shares held of record by a financial institution should contact that institution
for information on how to redeem shares.
 
BY MAIL
 
A written request for redemption must be received by the Transfer Agent in order
to constitute a valid redemption request.
 
If the redemption request exceeds $5,000, or if the request directs the proceeds
to be sent or wired to a shareholder or an address different from that on
record, the Transfer Agent may require that the signature on the written
redemption request be guaranteed. You should be able to obtain a signature
guarantee from a bank, broker, dealer, credit union, securities exchange or
association, clearing agency or savings association. A notary public cannot
guarantee signatures.
 
BY TELEPHONE
 
You may redeem your shares by telephone if you have elected that option on the
Account Application. Under most circumstances, payments will be transmitted on
the next Business Day following receipt of a valid request for redemption. You
may have the proceeds mailed to your address or wired to a commercial bank
account previously designated on your Account Application. There is no charge
for having redemption proceeds mailed to you, but there is a $25 charge for
wiring redemption proceeds.
 
You may request a wire redemption for redemptions in excess of $500 by calling
1-800-471-1144, however a wire charge of $25 will be deducted from the amount of
the wire redemption. Shares cannot be redeemed by Federal Reserve wire on
Federal holidays restricting wire transfers.
 
Neither the Transfer Agent nor the Trust will be responsible for any loss,
liability, cost or expense for acting upon wire or telephone instructions that
it reasonably believes to be genuine. The Trust and the Transfer Agent will each
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. When market conditions are extremely busy, it is possible that you
may experience difficulties placing redemption orders by telephone, and may wish
to place them by mail.
 
SYSTEMATIC WITHDRAWAL PLAN ("SWP")
 
The Funds offer a Systematic Withdrawal Plan ("SWP"), which you may use to
receive regular distributions from your account. Upon commencement of the SWP,
your account must have a current value of $5,000 or more. You may elect to
receive automatic payments via check or ACH of $100 or more on a monthly,
quarterly, semi-annual or annual basis. You may obtain an SWP Application Form
by calling 1-800-471-1144.
 
To participate in the SWP, you must have your dividends automatically
reinvested. You should realize that if your automatic withdrawals exceed income
dividends, your invested principal in the account will be depleted. Thus,
depending on the frequency and amounts of the withdrawal payments and/or any
fluctuations in the net asset value per share, your original investment could be
exhausted entirely. You may change or cancel the SWP at any time on written
notice to the Transfer Agent.
 
It is generally not in your best interest to participate in the SWP if you
purchase additional shares at the same time and you have to pay a sales load in
connection with such purchases. Because automatic withdrawals of Class B shares
will be subject to the contingent deferred sales charge, it may not be in the
best interest of Class B shareholders to participate in the SWP.
 
OTHER INFORMATION REGARDING REDEMPTIONS
 
All redemption orders are effected at the net asset value per share next
determined after receipt of a valid request for redemption, reduced by any
applicable contingent deferred sales charge for Class B shares. Net asset value
per share is determined as of the close of regular trading on the New York Stock
Exchange (normally, 3:00 p.m., Central Time), on each Business Day.
<PAGE>
23
 
Payment to shareholders for shares redeemed will be made within 7 days after the
Transfer Agent receives the valid redemption request. At various times, however,
a Fund may be requested to redeem shares for which it has not yet received good
payment. When purchases are made by check, redemption proceeds will not be
forwarded until the investment being redeemed has been in the account for
fifteen days.
 
Due to the relatively high costs of handling small investments, each Fund
reserves the right to redeem your shares at net asset value, less any applicable
contingent deferred sales charge, if, because of redemptions, your account in
any Fund has a value of less than the minimum initial purchase amount (normally
$2,500; $500 for Individual Retirement Accounts and employees of the Adviser or
its affiliates). Accordingly, if you purchase shares of any Fund in only the
minimum investment amount, you may be subject to involuntary redemption if you
redeem any shares. Before any Fund exercises its right to redeem such shares,
you will be given notice that the value of the shares in your account is less
than the minimum amount and will be allowed 60 days to make an additional
investment in such Fund in an amount which will increase the value of the
account to at least the minimum amount.
 
THE ADVISER
 
First National Bank of Commerce in New Orleans ("First NBC" or the "Adviser"),
201 St. Charles Avenue, New Orleans, Louisiana 70170, serves as each Fund's
investment adviser under an advisory agreement (the "Advisory Agreement") with
the Trust. The Adviser, through its Trust Group, makes the investment decisions
for the assets of the Funds and continuously reviews, supervises and administers
the investment programs of the Funds, subject to the supervision of, and
policies established by, the Trustees of the Trust. With respect to the Small
Cap Equity Fund and International Equity Fund, the Adviser invests in a "master"
fund, cash and other non-investment securities and monitors the performance of
SIMC, the manager of both the Small Cap Growth Portfolio and the International
Equity Portfolio, and has authority to recommend to the Trustees changes in the
underlying master fund. Should the Funds withdraw from the Corporate
Master-Feeder-TM- structure, the Adviser may manage the assets of the Small Cap
Equity Fund and International Equity Fund directly as it deems appropriate after
consultation with the Trustees of the Trust. See "Small Cap Growth and
International Equity Portfolios" below.
 
As of September 30, 1997, the Adviser's Trust Group managed approximately $3.2
billion in discretionary investment management accounts for individuals,
corporations and institutions with widely varying investment needs and
objectives. The Adviser has provided investment management services since 1933.
 
The Glass-Steagall Act restricts the securities activities of national banks
such as First NBC but the Comptroller of the Currency permits national banks to
provide investment advisory and other services to mutual funds. Should the
Comptroller's position be challenged successfully in court or reversed by
legislation, the Trust might have to make other investment advisory
arrangements.
 
The Trust's shares are not sponsored, endorsed or guaranteed by, and do not
constitute obligations or deposits of, the Adviser or First Commerce Corporation
and are not insured by the FDIC or issued or guaranteed by the U.S. Government
or any of its agencies.
 
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 Government
Securities Fund, .74% of the average daily net assets of each of the Strategic
Income Bond Fund, Balanced Fund, Value Equity Fund and Growth Equity Fund, .35%
of the average daily net assets of the Louisiana Fund, .40% of the average daily
net assets of each of the Small Cap Equity Fund and International Equity Fund.
Each Feeder Fund's shareholders will bear their pro rata portion of the
respective Portfolio's advisory fees. The Adviser may voluntarily waive a
portion of its fees in order to limit the total operating expenses of the Funds.
The Adviser reserves the right, in its sole discretion, to terminate these
voluntary fee waivers at any time. Should the Adviser determine that the Small
Cap Equity Fund and/or the International Equity Fund should no longer remain in
a Corporate Master-Feeder-TM- structure, the Adviser will manage all of the
investments for such Fund(s). At that time, the Adviser would be entitled to a
fee, calculated daily
<PAGE>
24
 
and paid monthly, at an annual rate of .90% of the average daily net assets of
the Small Cap Equity Fund and/or 1.10% of the average daily net assets of the
International Equity Fund.
 
For the fiscal year ended September 30, 1997, the Adviser was paid an advisory
fee of .51% of the Government Securities Fund, .35% of the Louisiana Tax-Free
Income Fund, .71% of the Balanced Fund, .74% of the Value Equity Fund, .72% of
the Growth Equity Fund, .31% of the Strategic Income Bond Fund, .19% of the
Small Cap Equity Fund and .19% of the International Equity Fund, based on each
Fund's average net assets.
 
John C. Portwood, CFA, Senior Vice President of the Adviser, shares oversight
responsibility of the portfolio managers of all the Funds since the Funds'
inception. He has served as portfolio manager of the Growth Equity Fund since
its inception in 1996 and as co-manager of the Value Equity Fund since its
inception in 1993. Mr. Portwood is the Chief Investment Strategist of the
Adviser's Trust Group, with over 29 years of investment management experience
and the past nine with the Adviser.
 
Kevin P. Reed, Senior Vice President of the Adviser and Manager of the Trust
Investment Division, shares oversight responsibility of the portfolio managers
of all the Funds and has been the portfolio manager for the Government
Securities Fund, the Louisiana Tax-Free Income Fund, and co-manager of the
Balanced Fund since their inception in 1993. For the past thirteen years, Mr.
Reed has been a portfolio manager with the Adviser's Trust Investment Division.
 
Gerald S. Dugal, Vice President of the Adviser, has been the portfolio manager
of the Treasury Securities Money Market Fund, since its inception in 1994,
Institutional Money Market Fund, since its inception in 1995, and Strategic
Income Bond Fund, since its inception in 1993. Mr. Dugal is currently a senior
portfolio manager and Manager of Fixed Income and Trading. Mr. Dugal has over 12
years of experience in portfolio management, investment trading and research,
the past seven with the Adviser. He is licensed as a general securities
principal and a municipal securities principal.
 
Gregory W. Hodlewsky, Vice President of the Adviser, serves as co-manager of the
Value Equity Fund and the Balanced Fund. Mr. Hodlewsky is a senior portfolio
manager and Manager of Equities and Quantitative Research with the Adviser. Mr.
Hodlewsky has 11 years of experience in portfolio management, investment trading
and research. Mr. Hodlewsky joined the Adviser in 1994 and from 1992 to 1994,
was an analyst with NationsBank.
 
The Adviser also receives custodian fees from the Trust for providing
safekeeping services. See "General Information--Custodians" below.
 
SMALL CAP GROWTH AND INTERNATIONAL EQUITY PORTFOLIOS
 
SIMC serves as the Manager of the Small Cap Growth Portfolio and International
Equity Portfolio. SIMC is a wholly-owned subsidiary of SEI Investments Company
("SEI Investments"), a financial services company located in Oaks, Pennsylvania.
The principal business address of SIMC is Oaks, Pennsylvania, 19456. SEI
Investments was founded in 1968, and is a leading provider of investment
solutions to banks, institutional investors, investment advisers and insurance
companies. Affiliates of SIMC have provided consulting advice to institutional
investors for more than 20 years, including advice regarding selection and
evaluation of money managers. SIMC currently serves as manager or administrator
to more than 40 investment companies, including more than 290 funds, with more
than $68 billion in assets as of September 30, 1997.
 
SIMC operates as a "manager of managers" with respect to the Small Cap Growth
Portfolio, a separate series of SIMT, and the International Equity Portfolio, a
separate series of SIT, and SIMC oversees the investment advisory services
provided to each Portfolio and manages the cash portion of each Portfolio's
assets. Pursuant to separate sub-advisory agreements with SIMC, and under the
supervision of SIMC and the respective Board of Trustees, the Money Managers are
responsible for the day-to-day investment management of all or a discrete
portion of the respective assets of the Small Cap Growth Portfolio and the
International Equity Portfolio. Money Managers are selected based primarily upon
the research and recommendations of SIMC, which evaluates quantitatively and
qualitatively a Money Manager's skills and investment results in managing assets
for specific asset classes, investment styles and strategies.
<PAGE>
25
 
SIMT's Board of Trustees is responsible for overseeing the operation of SIMT,
including reviewing and approving SIMT's contracts with SIMC and the Money
Managers. Likewise, SIT's Board of Trustees is responsible for overseeing the
operation of SIT, including reviewing and approving SIT's contracts with SIMC
and the Money Managers. The same individuals currently serve as the Trustees of
SIMT and SIT. Subject to review by the appropriate Board, SIMC allocates and,
when appropriate, reallocates a Portfolio's assets among Money Managers,
monitors and evaluates Money Manager performance, and oversees Money Manager
compliance with the Funds' investment objectives, policies and restrictions.
SIMC has ultimate responsibility for the investment performance of the
Portfolios due to its responsibility to oversee Money Managers and recommend
their hiring, termination and replacement. The Securities and Exchange
Commission has issued an exemptive order (the "Order") that permits both SIMT
and SIT to retain Money Managers unaffiliated with SIMC without submitting the
Money Manager's contract with SIMC to a vote of shareholders. The Order also
permits the non-disclosure of amounts payable by SIMC under all such contracts.
 
For its management services, SIMC is entitled to a fee, which is calculated
daily and paid monthly, at the rates (shown as a percentage of the average daily
net assets) of .65% for the Small Cap Growth Portfolio and .505% for the
International Equity Portfolio. SIMC pays each Money Manager for its services
from the management fees SIMC receives from the Portfolios.
 
As of the date of this prospectus, the assets of the Small Cap Growth Portfolio
are being managed by the following Money Managers: First of America Investment
Corporation; Nicholas-Applegate Capital Management Inc.; Furman Selz Capital
Management LLC; and Wall Street Associates.
 
As of the date of this prospectus, the assets of the International Equity
Portfolio are being managed by the following Money Managers: Acadian Asset
Management, Inc.; Farrell Wako Global Investment Management, Inc.; Lazard London
International Investment Management Limited; Seligman Henderson Co.; and
jointly, Yamaichi Capital Management Inc. and Yamaichi Capital Management
(Singapore) Limited.
 
The Distributor serves as the Portfolios' distributor pursuant to distribution
agreements with both SIMT and SIT. No compensation is paid to the Distributor
for distribution services for the shares of the Portfolios. The principal
business address for the Distributor is Oaks, Pennsylvania 19456. DST serves as
SIMT's transfer agent and Corestates Bank, N.A., Broad and Chestnut Streets,
P.O. Box 7618, Philadelphia, Pennsylvania 19101, acts as wire agent of SIT's
assets.
 
THE ADMINISTRATOR
 
SEI Fund Resources, a Delaware business trust (the "Administrator"), has its
principal business offices at Oaks, Pennsylvania, 19456. The Administrator and
the Trust are parties to an Administration Agreement (the "Administration
Agreement"). Under the terms of the Administration Agreement, the Administrator
provides the Trust with administrative services, other than investment advisory
services, including all regulatory reporting, necessary office space, equipment,
personnel and facilities.
 
The Administrator is entitled to a fee, which is calculated daily and paid
monthly, at an annual rate of .15% of the average daily net assets of the Funds.
The Administrator has voluntarily agreed to waive all or a portion of its fees
and/or reimburse other expenses for the Small Cap Equity Fund and the
International Equity Fund in order to limit total operating expenses at the
feeder level of each Fund. The Administrator reserves the right to terminate its
waivers or reimbursements, respectively, at any time in its sole discretion.
 
THE SHAREHOLDER SERVICING AGENT AND TRANSFER AGENT
 
DST Systems, Inc., 1004 Baltimore Street, Kansas City, MO 64105, serves as the
dividend disbursing agent and shareholder servicing agent for the Trust. DST
also acts as transfer agent for the Trust under a transfer agent agreement.
 
THE DISTRIBUTOR
 
Class A shares of the Funds are sold with a front-end sales load. Class B shares
of the Funds have a Rule 12b-1 distribution plan (the "Class B Plan"). SEI
Investments Distribution Co. (the "Distributor"), Oaks, Pennsylvania 19456, a
wholly-owned subsidiary of SEI, and the Trust are parties to a distribution
agreement (the "Distribution
<PAGE>
26
 
Agreement"). As provided in the Distribution Agreement and the Class B Plan, the
Trust pays the Distributor a fee at an annual rate of up to .75% of the average
daily net assets of the Class B shares of the Funds. This fee will be calculated
and paid each month based on average daily net assets for that month. Out of
this fee, the Distributor pays .25% of the average daily net assets of the Class
B shares to financial institutions and intermediaries such as banks (including
the Adviser and its affiliates), savings and loan associations, insurance
companies, and investment counselors, broker-dealers, and the Distributor's
affiliates (collectively, "financial intermediaries") as compensation for
providing shareholder services. The Distributor may use the balance of the fee
received from the Funds to make payments to financial intermediaries as
compensation for services or as reimbursement of distribution assistance or
shareholder service expenses incurred by the Distributor. The Class B Plan is
characterized as a compensation plan since the distribution fee is paid to the
Distributor without regard to the distribution assistance or shareholder service
expenses incurred by the Distributor or the amount of payments made to financial
intermediaries.
 
If the Distributor's expenses are less than its fees, the Trust will still pay
the full fee and the Distributor will realize a profit, but the Trust will not
be obligated to pay in excess of the full fee, even if the Distributor's actual
expenses are higher.
 
The Funds may also execute brokerage or other agency transactions through an
affiliate of the Adviser or through the Distributor for which the affiliate or
the Distributor may receive "usual and customary" compensation. For further
information, see the Statement of Additional Information.
 
SMALL CAP GROWTH AND INTERNATIONAL EQUITY PORTFOLIOS
 
The Small Cap Growth and International Equity Portfolios have each adopted a
shareholder service plan (individually, a "Plan") for its Class A shares, the
class in which the Small Cap Equity Fund and International Equity Fund each
invests. Under each Plan, firms, including the Distributor, that provide
shareholder and administrative services may receive compensation therefore.
Under such arrangements, the Distributor may retain as profit any difference
between the fee it receives and the amount it pays to any third parties. Under
each Plan, a Portfolio may pay the Distributor a shareholder servicing fee at a
negotiated annual rate of up to .25% of the average daily net assets of the
Portfolio attributable to Class A shares that are subject to the arrangement in
return for provision of a broad range of shareholder and administrative
services.
 
PERFORMANCE
 
From time to time, the Funds may advertise yield and total return. These figures
will be based on historical earnings and are not intended to indicate future
performance. The yield of a 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 same amount of income generated by the investment during
that period is generated in each 30-day period over one year and is shown as a
percentage of the investment. The Louisiana Fund may also advertise a
"tax-equivalent yield," which is calculated by determining the rate of return
that would have to be achieved on a fully taxable investment to produce the
after-tax equivalent of this Fund's yield, assuming certain tax brackets for the
shareholder.
 
The total return of a Fund refers to the average compounded rate of return to a
hypothetical investment, net of any sales charge imposed on Class A shares or
including the contingent deferred sales charge imposed on Class B shares
redeemed at the end of the specified period covered by the total return figure,
for designated time periods (including but not limited to, the period from which
the Fund commenced operations through the specified date), assuming that the
entire investment is redeemed at the end of each period and assuming the
reinvestment of all dividend and capital gain distributions. The total return of
a Fund may also be quoted as a dollar amount or on an aggregate basis, an actual
basis, without inclusion of any front-end or contingent sales charges, or with a
reduced sales charge in advertisements distributed to investors entitled to a
reduced sales charge.
 
Each Feeder Fund may advertise the performance of its corresponding Portfolio
adjusted to reflect applicable sales loads and operating expenses, other than
12b-1 fees. The data for the Small Cap Growth Portfolio and the International
Equity Portfolio will be adjusted to reflect Fund operating
<PAGE>
27
 
expenses at the feeder level of .20% and .27%, respectively, and (i) with
respect to the Class A Shares, to take into account a 3.50% sales load; and (ii)
with respect to Class B Shares, to take into account the applicable contingent
deferred sales charge. Investment performance reflects voluntary fee waivers and
reimbursements currently in effect. In the absence or reduction of current fee
waivers or reimbursements, or if current Rule 12b-1 fees applicable to Class B
Shares were reflected, Total Return would be reduced.
 
A Fund may periodically compare its performance to that of other mutual funds
tracked by mutual fund rating services (such as Lipper Analytical), financial
and business publications and periodicals, of broad groups of comparable mutual
funds, unmanaged indices which may assume investment of dividends but generally
do not reflect deductions for administrative and management costs or to other
investment alternatives. The Fund may quote Morningstar, Inc., a service that
ranks mutual funds on the basis of risk-adjusted performance. The Fund may quote
Ibbotson Associates of Chicago, Illinois, which provides historical returns of
the capital markets in the U.S. The Fund may use long term performance of these
capital markets to demonstrate general long-term risk versus reward scenarios
and could include the value of a hypothetical investment in any of the capital
markets. The Fund may also quote financial and business publications and
periodicals as they relate to fund management, investment philosophy and
investment techniques.
 
The Fund may quote various measures of volatility and benchmark correlation in
advertising and may compare these measures to those of other funds. Measures of
volatility attempt to compare historical share price fluctuations or total
returns to a benchmark while measures of benchmark correlation indicate how
valid a comparative benchmark might be. Measures of volatility and correlation
are calculated using averages of historical data and cannot be calculated
precisely.
 
The performance of Class A and Class B shares of a Fund will differ because of
the different sales charge structures of the classes and because of the
distribution fees charged to Class B shares.
 
The total return of the Government Securities and Value Equity Funds may also be
calculated for periods beginning prior to each Fund's commencement of
operations, based, in each case, on the historical performance of predecessor
collective trust funds managed by the Adviser.
 
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 detailed explanation of the federal,
state, or local income tax treatment of a Fund or its shareholders. Accordingly,
shareholders are urged to consult with their tax advisers regarding specific
questions as to federal, state and local income taxes. State and local tax
consequences on an investment in a Fund may differ from the federal income tax
consequences described below. Additional information concerning taxes is set
forth in the Statement of Additional Information.
 
TAX STATUS OF THE FUNDS
 
Each Fund is treated as a separate entity for federal income tax purposes and is
not combined with the Trust's other Funds. Each Fund intends to qualify for the
special tax treatment afforded regulated investment companies as defined under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), so
as to be relieved of federal income tax on that part of its net investment
company taxable income, and net capital gain (the excess of net long-term
capital gains over net short-term capital losses) distributed to shareholders.
 
TAX STATUS OF DISTRIBUTIONS
 
Each Fund will distribute all of its net investment income (including net
short-term capital gains) to shareholders. Dividends from a Fund's net
investment company taxable income will be taxable to shareholders as ordinary
income whether received in cash or in additional shares, to the extent of the
Fund's earnings and profits. Dividends paid by the Fixed Income Funds to
corporate shareholders will not qualify for the dividends-received deduction,
while dividends from the Equity Funds will qualify for the dividends-received
deduction to the extent attributable to dividends received by the Equity Funds
from domestic corporations (including, with respect to the Feeder
<PAGE>
28
 
Funds, a pro rata portion of such dividends received by the corresponding
Portfolio). Net capital gains will be distributed at least annually and will be
taxed to shareholders as a 20% rate gain distribution (taxed at a rate of 20%)
or a 28% rate gain distribution (taxed at a rate of 28%), depending upon the
designation by the Fund (such designation being dependent upon the Fund's
holding period in the underlying asset generating the net capital gain),
regardless of how long the shareholder has held shares and regardless of whether
the distributions are received in cash or in additional shares. If no
designation is made regarding a capital gain dividend, it will be classified as
a 28% rate gain distribution, and, thus, taxed at a rate of 28%. Distributions
from net capital gains do not qualify for the dividends-received deduction. Each
Fund will provide annual reports to shareholders of the federal income tax
status of all distributions, including the amount of dividends eligible for the
dividends-received deduction.
 
Certain securities purchased by a Fund (such as STRIPS, TRs, TIGRs and CATS,
defined in "Description of Permitted Investments and Risk Factors") are sold
with original issue discount and thus do not make periodic cash interest
payments. Each 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 each Fund
distributes all of its net investment income to its shareholders, a Fund may
have to sell portfolio securities to distribute such imputed income, which may
occur at a time when the Adviser would not have chosen to sell such securities
and which may result in a taxable gain or loss.
 
Dividends declared by a Fund in October, November or December of any year and
payable to shareholders of record on a date in one of those months will be
deemed to have been paid by the Fund and received by the shareholders on
December 31 of the year declared, if paid by the Fund at any time during the
following January.
 
Investment income received directly by a Fund on direct U.S. Government
obligations is exempt from income tax at the state level and may be exempt,
depending on the state, when received by a shareholder as income dividends
provided certain state-specific conditions are satisfied. Each Fund will inform
shareholders annually of the percentage of income and distributions derived from
direct U.S. Government obligations. Shareholders should consult their tax
advisers to determine whether any portion of the income dividends received from
a Fund is considered tax exempt in their particular state.
 
Each Fund intends to make sufficient distributions prior to the end of each
calendar year to avoid liability for the federal excise tax applicable to
regulated investment companies.
 
A sale, exchange or redemption of a Fund's shares is a taxable event to the
shareholder.
 
The Louisiana Tax-Free Income Fund will distribute all of its net investment
income (including net short-term capital gain) to shareholders. If, at the close
of each quarter of its taxable year, at least 50% of the value of the Fund's
assets consist of obligations the interest on which is excludable from gross
income for federal tax purposes, the Fund may pay "exempt-interest dividends" to
its shareholders. Those dividends constitute the portion of the aggregate
dividends as designated by the Fund equal to the excess of the excludable
interest over certain amounts disallowed as deductions. Exempt-interest
dividends are excludable from a shareholder's gross income for regular federal
income tax purposes, but may have certain collateral federal income tax
consequences, including alternative minimum tax. See the Statement of Additional
Information.
 
Current federal law limits the types and volume of bonds qualifying for the
federal income tax exemption of interest, which may have an effect on the
ability of the Louisiana Tax-Free Income Fund to purchase sufficient amounts of
tax-exempt securities to satisfy the Code's requirements for the payment of
"exempt-interest dividends."
 
To the extent the International Equity Fund derives any foreign tax credits with
respect to its investments, such foreign tax credits are not permitted to be
passed through to the shareholders of the International Equity Fund.
 
STATE TAXES
 
The Trust has obtained a ruling from the Louisiana Department of Revenue and
Taxation to the effect the distributions to shareholders of the Louisiana Fund
who are Louisiana residents, which are derived from interest on tax-exempt
obligations of the State of Louisiana or its political subdivisions
<PAGE>
29
 
and certain obligations of the United States or its territories, will not be
subject to Louisiana income tax. Distributions derived from long-term or short-
term capital gains on such obligations, or from dividends on capital gains on
other types of obligations will be subject to Louisiana individual and corporate
income taxes. A Louisiana resident will also be required to take into account
for Louisiana individual and corporate income tax purposes capital gains or
losses realized from a redemption, sale or exchange of shares of the Louisiana
Fund. To the extent distributions from the Louisiana Fund are included in the
capital of corporate shareholders otherwise subject to the Louisiana corporate
franchise tax, such investments or distributions will be subject to Louisiana
franchise tax. Shareholders should consult their own tax advisers with respect
to the state, local and foreign tax consequences of investing in the Funds.
 
GENERAL INFORMATION
 
THE TRUST
 
The Trust was organized as a Massachusetts business trust under a Declaration of
Trust dated June 29, 1993. The Declaration of Trust permits the Trust to offer
separate series of shares or "funds" and different classes of each fund. In
addition to the Funds, the Trust offers a Treasury Securities Money Market Fund,
an Institutional Money Market Fund, and a Tax Exempt Money Market 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 reserves the right to create and issue shares of additional
funds.
 
Each Fund pays its operating 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 and
insurance expenses, and pays additional expenses including litigation and other
extraordinary expenses, brokerage costs, interest charges, taxes and
organization expenses.
 
TRUSTEES OF THE TRUST
 
The management and affairs of the Trust are supervised by the Trustees under the
laws of the Commonwealth of Massachusetts. The Trustees have approved contracts
under which, as described above, certain companies provide essential management,
administrative and shareholder services to the Trust. A discussion of SIMT's
Trustees and officers appears in SIMT's Statement of Additional Information. A
discussion of SIT's Trustees and officers appears in SIT's Statement of
Additional Information.
 
VOTING RIGHTS
 
Each share held entitles the shareholder of record to one vote. Each fund or
class will vote separately on matters relating solely to that fund or class
(although Class B shareholders may vote on any distribution fees imposed on
Class A shares so long as Class B shares convert into Class A shares). As a
Massachusetts business trust, the Trust is not required to hold annual meetings
of shareholders but meetings of shareholders will be held from time to time to
seek approval for certain changes in the operation of the Trust and for the
election of Trustees under certain circumstances. In addition, a Trustee may be
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.
 
In the case of the Small Cap Equity Fund or International Equity Fund, whenever
a vote is requested on matters pertaining to the Small Cap Growth Portfolio or
International Equity Portfolio, respectively, the Trust will either (a) seek
instructions from the appropriate Fund's shareholders with regard to the voting
of the proxies and vote such proxies only in accordance with such instructions;
or (b) vote the shares held by it in the same proportion as the vote of all the
other shareholders of the particular Portfolio. In the second alternative, other
investors in a Portfolio could control the results of voting at the Portfolio
level.
 
SIMT, SIT AND THE PORTFOLIOS
 
Both SIMT and SIT are organized as Massachusetts business trusts. The Trustees
believe that neither the Small Cap Equity Fund or the International Equity Fund
will be adversely affected by reason of investing in the corresponding
Portfolio.
<PAGE>
30
 
REPORTING
 
The Trust issues unaudited financial information semiannually and audited
financial statements annually. The Trust furnishes periodic reports to
shareholders of record, and, as necessary, proxy statements for shareholder
meetings.
 
SHAREHOLDER INQUIRIES
 
Shareholder inquiries should be directed to Marquis Funds, P.O. Box 419316,
Kansas City, MO 64141-6316, or by calling 1-800-471-1144.
 
DIVIDENDS
 
Substantially all net investment income (not including capital gains) is
declared and paid monthly for each Fixed Income Fund and declared and paid
quarterly for each Equity Fund. Shareholders who own shares at the close of
business on the record date will be entitled to receive the dividend. Each Fund
intends to pay such dividends on the first business day of the month following
the month the dividend was declared. Currently, capital gains of the Funds, if
any, will be distributed at least annually.
 
Shareholders automatically receive all income dividends and capital gain
distributions in additional shares at the net asset value next determined
following the record date, unless the shareholder has elected to take such
payment in cash. Shareholders may change their election by providing written
notice to the Administrator at least 15 days prior to the distribution.
 
Dividends and other distributions of the Funds 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 other
distribution. The amount of dividends payable on Class A shares will be more
than the dividends payable on the Class B shares because of the distribution and
service fees paid by Class B shares.
 
COUNSEL AND INDEPENDENT PUBLIC ACCOUNTANTS
 
Morgan, Lewis & Bockius LLP serves as counsel to the Trust. Arthur Andersen LLP
serves as the independent public accountants of the Trust.
 
CUSTODIANS
 
First National Bank of Commerce in New Orleans ("First NBC") acts as Custodian
of the Trust. First NBC is entitled to a custodian fee, calculated daily and
paid monthly, at an annual rate of up to 0.04% of the average daily net assets
of each Fund. It is anticipated that the Trust will pay the Custodian 0.04% of
the average daily net assets of each Fund during the fiscal year ending
September 30, 1998. CoreStates Bank, N.A. has custody of the Small Cap Growth
Portfolio's assets and State Street Bank and Trust Company acts as custodian for
the assets of the International Equity Portfolio. The Custodians hold cash,
securities and other assets of the Trust and the Portfolios as required by the
1940 Act.
 
RISK FACTORS RELATING TO THE FEEDER FUNDS AND THE PORTFOLIOS
 
Unlike other mutual funds which directly acquire and manage their own portfolio
securities, each Feeder Fund seeks to achieve its investment objective by
investing up to 100% of its assets in the corresponding Portfolio, which is a
separate registered investment company with identical investment objectives. The
investment objective of a Feeder Fund or a Portfolio may not be changed without
shareholder approval. In addition to selling beneficial interests to the Feeder
Funds, the Portfolios may sell beneficial interests to other mutual funds or
institutional investors. Such investors will invest in the Portfolios on the
same terms and conditions and will pay a proportionate share of the respective
Portfolio's expenses. However, other investors investing in the Portfolios are
not required to buy their shares at the same public offering prices as the
Feeder Funds. Investors in the Feeder Funds should be aware that because of
these differences, other investors in the other funds that invest in the
Portfolios may obtain different returns. Such differences in returns are also
present in other mutual fund structures.
 
Certain changes in a Portfolio's investment objective, policies or restrictions
may require the corresponding Feeder Fund to redeem its
<PAGE>
31
 
investment. Any such withdrawal could result in a distribution-in-kind of
portfolio securities (as opposed to a cash distribution from the Portfolio). The
Feeder Fund could incur brokerage fees or other transaction costs in converting
such securities to cash. The distribution-in-kind may also result in a less
diversified portfolio of investments or adversely affect the liquidity of the
Feeder Fund. In addition, the investment of a Feeder Fund may be withdrawn from
the corresponding Portfolio at any time if the Adviser determines that it is in
the best interest of that Feeder Fund to do so. Upon any such withdrawal, the
Adviser and Trustees of the Trust would consider what action might be taken,
including the investment of all of the assets of such Feeder Fund in another
pooled investment entity having the same investment objective as the Feeder Fund
or retaining an investment adviser to manage the Feeder Fund's assets in
accordance with its investment policies. The performance of a Feeder Fund might
be adversely impacted under such circumstances and such Feeder Fund may not be
able to achieve its objective.
 
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS
 
The following is a description of the permitted investments and investment
practices for the various Funds (and the Portfolios), and associated risk
factors. Unless otherwise indicated, policies that relate to "a Fund," "all
Funds," or "Equity Funds" also relate to the Portfolios. Similarly, descriptions
of activities by the "Adviser" also relate to SIMC and the Money Managers.
Further discussion is contained in the Statement of Additional Information.
 
AMERICAN DEPOSITARY RECEIPTS, CONTINENTAL DEPOSITARY RECEIPTS, EUROPEAN
DEPOSITARY RECEIPTS AND GLOBAL DEPOSITARY RECEIPTS -- ADRs are securities
typically issued by a U.S. financial institution. ADRs evidence ownership
interests in a pool of securities issued by a foreign issuer and deposited with
the depositary. EDRs, which are sometimes referred to as CDRs are securities,
typically issued by a non-U.S. financial institution, that evidence ownership
interests in a security or a pool of securities issued by either a U.S. or
foreign issuer. GDRs are issued globally and evidence a similar ownership
arrangement. Generally, ADRs are designed for trading in the U.S. securities
market. EDRs are designed for trading in European Securities Markets and GDRs
are designed for trading in non-U.S. Securities Markets. ADRs, EDRs, CDRs and
GDRs may be available for investment through "sponsored" or "unsponsored"
facilities. A sponsored facility is established jointly by the issuer of the
security underlying the receipt and a depositary, whereas an unsponsored
facility may be established by a depositary without participation by the issuer
of the underlying security. Holders of unsponsored depositary receipts generally
bear all the costs of the unsponsored facility. The depositary of an unsponsored
facility frequently is under no obligation to distribute shareholder
communications received from the issuer of the deposited security or to pass
through, to the holders of the receipts, voting rights with respect to the
deposited securities. The Equity Funds may invest in sponsored and unsponsored
ADRs.
 
ASSET-BACKED SECURITIES -- Asset-backed securities are securities secured by
non-mortgage assets such as company receivables, truck and auto loans, leases,
and credit card receivables. Such securities are generally issued as
pass-through certificates, which represent undivided fractional ownership
interests in the underlying pools of assets. Such securities also may be debt
instruments, which are also known as collateralized obligations and are
generally issued as the debt of a special purpose entity, such as a trust,
organized solely for purpose of owning such assets and issuing such debt.
 
Asset-backed securities are not issued or guaranteed by the U.S. Government or
its agencies or instrumentalities; however, the payment of principal and
interest on such obligations may be guaranteed up to certain amounts and for a
certain period by a letter of credit issued by a financial institution (such as
a bank or insurance company) unaffiliated with the issuers of such securities.
The purchase of asset-backed securities raises risk considerations peculiar to
the financing of the instruments underlying such securities. For example, there
is a risk that another party could acquire an interest in the obligations
superior to that of the holders of the asset-backed securities. There also is
the possibility that recoveries on repossessed collateral may not, in some
cases, be available to support payments on those securities. Asset-backed
securities entail prepayment risk, which may vary depending on the type of
asset, but is generally less
<PAGE>
32
 
than the prepayment risk associated with mortgage-backed securities. In
addition, credit card receivables are unsecured obligations of the card holder.
 
The market for asset-backed securities is at a relatively early stage of
development. Accordingly, there may be a limited secondary market for such
securities. The Government Securities Fund, the Balanced Fund and Strategic
Income Bond Fund may invest in these and in other asset-backed securities that
may be created in the future if the Adviser determines they are suitable.
 
BANKERS' ACCEPTANCES -- Bankers' acceptances are bills of exchange or time
drafts drawn on and accepted by a commercial bank. Bankers' acceptances are used
by corporations to finance the shipment and storage of goods and to furnish
dollar exchange. Maturities are generally six months or less. All Funds are
permitted to invest in bankers' acceptances.
 
BANK INVESTMENT CONTRACTS ("BICs") -- BICs are contracts issued by U.S. banks
and savings and loan institutions. Pursuant to such contracts, a Fund makes cash
contributions to a deposit fund of the general account of the bank or savings
and loan institution. The bank or savings and loan institution then credits to
the Fund on a monthly basis guaranteed interest at either a fixed, variable or
floating rate. A BIC provides that this guaranteed interest will not be less
than a certain minimum rate. A BIC is a general obligation of the issuing bank
or savings and loan institution and not a separate account. The purchase price
paid for a BIC becomes part of the general assets of the issuer, and the
contract is paid at maturity from the general assets of the issuer.
 
BICs are generally not assignable or transferable without the permission of the
issuing bank or savings and loan institution. For this reason, an active
secondary market in BICs currently does not exist. Therefore, BICs are
considered to be illiquid investments.
 
CERTIFICATES OF DEPOSIT -- Certificates of deposit are interest bearing
instruments with a specific short-term maturity. They 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. Certificates of deposit
with penalties for early withdrawal will be considered illiquid. All Funds are
permitted to invest in certificates of deposit.
 
COMMERCIAL PAPER -- Commercial paper is a term used to describe unsecured
short-term promissory notes issued by corporations and other entities.
Maturities on these issues vary from a few to 270 days. All Funds are permitted
to invest in commercial paper.
 
CONVERTIBLE SECURITIES -- Convertible securities are corporate securities that
are exchangeable for a set number of another security at a prestated price.
Convertible securities typically have characteristics of 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. The value of convertible securities is also affected by
prevailing interest rates, the credit quality of the issuer, and any call
provisions. The Equity Funds are permitted to invest in convertible securities.
 
EQUITY SECURITIES -- Equity securities include common stocks, preferred stocks,
warrants to acquire common stock, and securities convertible into common stock.
Investments in equity securities are subject to market risks that may cause
their prices to fluctuate over time. Changes in the value of portfolio
securities will not necessarily affect cash income derived from these securities
but will affect a Fund's net asset value.
 
FIXED INCOME SECURITIES -- Fixed income securities include bonds, notes,
debentures and other interest-bearing securities that represent indebtedness.
The market value of the fixed income investments in which the Funds invest 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. Changes in
the value of these securities will not necessarily
<PAGE>
33
 
affect cash income derived from these securities but will affect a Fund's net
asset value.
 
FORWARD FOREIGN CURRENCY CONTRACT -- A forward contract involves an obligation
to purchase or sell a specific currency amount at a future date, agreed upon by
the parties, at a price set at the time of the contract. A Fund may also enter
into a contract to sell, for a fixed amount of U.S. dollars or other appropriate
currency, the amount of foreign currency approximating the value of some or all
of the Fund's securities denominated in such foreign currency.
 
At the maturity of a forward contract, a Fund may either sell a portfolio
security and make delivery of the foreign currency, or it may retain the
security and terminate its contractual obligation to deliver the foreign
currency by purchasing an "offsetting" contract with the same currency trader,
obligating it to purchase, on the same maturity date, the same amont of the
foreign currency. A Fund may realize a gain or loss from currency transactions.
 
FUTURES AND OPTIONS ON FUTURES -- Each of the Funds may invest in futures and
options on futures to a limited extent. Specifically, a Fund may enter into
futures contracts and options on futures contracts 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 that Fund's net assets. In addition, a Fund may enter into futures
contracts and options on futures only to the extent that obligations under such
contracts or transactions, together with options on securities, represent not
more than 25% of the Fund's assets. The foregoing 25% limitation does not apply
to the International Equity Fund or the International Equity Portfolio.
 
The Funds may buy and sell futures contracts and related options to manage their
exposure to changing interest rates and security prices. Some futures
strategies, including selling futures, buying puts and writing calls, reduce a
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 Funds may invest in
futures and related options based on any type of security or index traded on
U.S. or foreign exchanges or over-the-counter, as long as the underlying
security, or securities represented by an index, are permitted investments of
the Funds.
 
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. A 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.
 
In order to cover any obligations it may have under options or futures
contracts, the Fund will either own the underlying asset, have a contract to
acquire such an asset without additional cost or set aside, in a segregated
account, high quality liquid assets in an amount at least equal in value to such
obligations.
 
GUARANTEED INVESTMENT CONTRACTS ("GICs") -- GICs are contracts issued by U.S.
insurance companies. Pursuant to such contracts, a Fund makes cash contributions
to a deposit fund of the insurance company's general account. The insurance
company then credits to the Fund on a monthly basis guaranteed interest at
either a fixed, variable or floating rate. A GIC provides that this guaranteed
interest will not be less than a certain minimum rate. A GIC is a general
obligation of the issuing insurance company and not a separate account. The
purchase price paid for a GIC becomes part of the general assets of the issuer,
and the contract is paid at maturity from the general assets of the issuer.
 
Generally, GICs are not assignable or transferable without the permission of the
issuing insurance company. For this reason, an active secondary market in GICs
does not currently exist and GICs are considered to be illiquid investments.
 
ILLIQUID SECURITIES -- Illiquid securities are securities which cannot be
disposed of within seven business days at approximately the price at which they
are being carried on a Fund's books. An illiquid
<PAGE>
34
 
security includes a demand instrument with a demand notice period exceeding
seven days, if there is no secondary market for such security and repurchase
agreements of over 7 days in length. Each Fund will not invest more than 15% of
its net assets in such instruments.
 
INVESTMENT COMPANIES -- Because of restrictions on direct investment by U.S.
entities in certain countries, investment in other investment companies may be
the most practical or only manner in which an international and global fund can
invest in the securities markets of those countries. The International Equity
Portfolio does not intend to invest in other investment companies unless, in the
judgment of its Money Managers, the potential benefits of such investments
exceed the associated costs relative to the benefits and costs associated with
direct investments in the underlying securities.
 
Investments in closed-end investment companies may involve the payment of
substantial premiums above the net asset value of such issuer's portfolio
securities and are subject to limitations under the 1940 Act. The International
Equity Portfolio also may incur tax liability to the extent it invests in the
stock of a foreign issuer that constitutes a "passive foreign investment
company."
 
As a shareholder in an investment company, the International Equity Portfolio
would bear its ratable share of that investment company's expenses, including
its advisory and administration fees. In accordance with applicable state
regulatory provisions, the Portfolio's advisers have agreed to waive their
management fee with respect to the portion of this Portfolio's assets invested
in shares of other open-ended investment companies. The Portfolio continues to
pay its own management fees and other expenses with respect to their investments
in shares of closed-end investment companies.
 
MONEY MARKET SECURITIES -- Money market securities are high-quality,
dollar-denominated, short-term debt instruments. They consist of: (i) bankers'
acceptances, certificates of deposits, notes and time deposits of highly-rated
U.S. banks and U.S. branches of foreign banks; (ii) U.S. Treasury obligations
and obligations issued or guaranteed by the agencies and instrumentalities of
the U.S. Government; (iii) high quality commercial paper issued by U.S. and
foreign corporations; (iv) debt obligations with a maturity of one year or less
issued by corporations with outstanding high-quality commercial paper; and (v)
repurchase agreements involving any of the foregoing obligations entered into
with highly-rated banks and broker-dealers.
 
With respect to the International Equity Portfolio, money market securities are
considered to include securities issued or guaranteed by the United States
Government, its agencies or instrumentalities; securities issued or guaranteed
by non-U.S. governments, which are rated at time of purchase A or higher by S&P
or Moody's, or are determined by the advisers to be of comparable quality;
repurchase agreements, certificates of deposit and bankers' acceptances issued
by banks or savings and loan associations having net assets of at least $500
million as of the end of their most recent fiscal year; high-grade commercial
paper, and other long-and short-term debt instruments which are rated at the
time of purchase A or higher by S&P or Moody's, and which, with respect to such
long-term debt instruments, are within 397 days of their maturity.
 
MORTGAGE-BACKED SECURITIES -- Mortgage-backed securities are instruments which
entitle the holder to a share of all interest and principal payments from
mortgages underlying the security. The mortgages backing these securities
include conventional thirty-year fixed rate mortgages, graduated payment
mortgages and adjustable rate mortgages. During periods of declining interest
rates, prepayment of mortgages underlying mortgage-backed securities can be
expected to accelerate. Prepayment of mortgages which underlie securities
purchased at a premium often results in capital losses, while prepayment of
mortgages purchased at a discount often results in capital gains. Because of
these unpredictable prepayment characteristics, it is often not possible to
predict accurately the average life or realized yield of a particular issue.
 
GOVERNMENT PASS-THROUGH SECURITIES:  These are securities that are issued or
guaranteed by a U.S. Government agency representing an interest in a pool of
mortgage loans. The primary issuers or guarantors of these mortgage-backed
securities are the Government National Mortgage Association ("GNMA"), Fannie Mae
and the Federal Home Loan Mortgage Corporation ("FHLMC"). Fannie Mae and FHLMC
obligations are not backed by the full faith and credit of the U.S. Government
as GNMA
<PAGE>
35
 
certificates are, but Fannie Mae and FHLMC securities are supported by the
instrumentalities' right to borrow from the United States Treasury. Each of
GNMA, Fannie Mae and FHLMC guarantees timely distributions of interest to
certificate holders. Each of GNMA and Fannie Mae also guarantees timely
distributions of scheduled principal. FHLMC has in the past guaranteed only the
ultimate collection of principal of the underlying mortgage loan; however, FHLMC
now issues Mortgage-Backed Securities (FHLMC Gold PCs) which also guarantees
timely payment of monthly principal reduction. Government and private guarantees
do not extend to the securities' value, which is likely to vary inversely with
fluctuations in interest rates.
 
PRIVATE PASS-THROUGH SECURITIES:  These are mortgage-backed securities issued by
a non-governmental entity such as a trust, which securities include
collateralized mortgage obligations ("CMOs") and real estate mortgage investment
conduits ("REMICs"), that are rated in one of the top two rating categories.
While they are generally structured with one or more types of credit
enhancement, Private Pass-Through Securities typically lack a guarantee by an
entity having the credit status of a governmental agency or instrumentality.
 
CMOS:  CMOs are debt obligations or multiclass pass-through certificates issued
by agencies or instrumentalities of the U.S. Government or by private
originators or investors in mortgage loans. In a CMO, series of bonds or
certificates are annually issued in multiple classes. Principal and interest
paid on the underlying mortgage assets may be allocated among the several
classes of a series of a CMO in a variety of ways. Each class of a CMO, often
referred to as a "tranche" is issued with a specific fixed or floating coupon
rate and has a stated maturity or final distribution date. Principal payments on
the underlying mortgage assets may cause CMOs to be retired substantially
earlier than their stated maturities or final distribution dates, resulting in a
loss of all or part of any premium paid.
 
REMICS:  A REMIC is a CMO that qualifies for special tax treatment under the
Internal Revenue Code and invests in certain mortgages principally secured by
interests in real property. Investors may purchase beneficial interests in
REMICs, which are known as "regular" interests, or "residual" interests.
Guaranteed REMIC pass-through certificates ("REMIC Certificates") issued by
Fannie Mae or FHLMC represent beneficial ownership interests in a REMIC trust
consisting principally of mortgage loans or Fannie Mae, FHLMC or GNMA-guaranteed
mortgage pass-through certificates. For FHLMC REMIC Certificates, FHLMC
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. Fannie Mae REMIC Certificates are issued and
guaranteed as to timely distribution of principal and interest by Fannie Mae.
GNMA REMIC Certificates are supported by the full faith and credit of the U.S.
Treasury.
 
STRIPPED MORTGAGE-BACKED SECURITIES ("SMBS"): SMBs are usually structured with
two classes that receive specified proportions of the monthly interest and
principal payments from a pool of mortgage securities. One class may receive all
of the interest payments and is thus termed an interest-only class ("IO"), while
the other class may receive all of the principal payments and is thus termed the
principal-only class ("PO"). The value of IOs tends to increase as rates rise
and decrease as rates fall; the opposite is true of POs. SMBs are extremely
sensitive to changes in interest rates because of the impact thereon of
prepayment of principal on the underlying mortgage securities. The market for
SMBs is not as fully developed as other markets; SMBs therefore may be illiquid.
 
ESTIMATED AVERAGE LIFE:  Due to the possibility of prepayments of the underlying
mortgage instruments, mortgage-backed securities generally do not have a known
maturity. In the absence of a known maturity, market participants generally
refer to an estimated average life. An average life estimate is a function of an
assumption regarding anticipated prepayment patterns, based upon current
interest rates, current conditions in the relevant housing markets and other
factors. The assumption is necessarily subjective, and thus different market
participants can produce different average life estimates with regard to the
same security. There can be no assurance that estimated average life will be a
security's actual average life.
 
MUNICIPAL SECURITIES -- Municipal securities consist of (i) debt obligations
issued by or on behalf of public authorities to obtain funds to be used for
various public facilities, for refunding outstanding obligations, for general
operating expenses, and for
<PAGE>
36
 
lending such funds to other public institutions and facilities, and (ii) certain
private activity and industrial development bonds issued by or on behalf of
public authorities to obtain funds to provide for the construction, equipment,
repair, or improvement of privately operated facilities. General obligation
bonds are backed by the taxing power of the issuing municipality. Revenue bonds
are backed by the revenues of a project or facility; tolls from a toll bridge
for example. Certificates of participation represent an interest in an
underlying obligation or commitment such as an obligation issued in connection
with a leasing arrangement. The payment of principal and interest on private
activity and industrial development bonds generally is dependent solely on the
ability of the facility's user to meet its financial obligations and the pledge,
if any, of real and personal property so financed as security for such payment.
 
Municipal securities include general obligation notes, tax anticipation notes,
revenue anticipation notes, bond anticipation notes, certificates of
indebtedness, demand notes, and construction loan notes. Municipal bonds include
general obligation bonds, revenue or special obligation bonds, private activity
and industrial development bonds.
 
The Louisiana Fund currently contemplates that it will not invest more than 25%
of its total assets (at market value at the time of purchase) in: (a)
securities, the interest of which is paid from revenues of projects with similar
characteristics; or (b) industrial development bonds.
 
OBLIGATIONS OF SUPRANATIONAL ENTITIES -- Supranational entities are entities
established through the joint participation of several governments, including
the Asian Development Bank, the Inter-American Development Bank, International
Bank for Reconstruction and Development (World Bank), African Development Bank,
European Economic Community, European Investment Bank and the Nordic Investment
Bank. The governmental members, or "stock holders," usually make initial capital
contributions to the supranational entity and, in many cases, are committed to
make additional capital contributions if the supranational entity is unable to
repay its borrowings.
 
OPTIONS -- Put and call options for various securities and indices are traded on
national securities exchanges. Options may be used by a Fund from time to time
as the Adviser deems to be appropriate. Options will generally be used for
hedging purposes.
 
A put option gives the purchaser of the option the right to sell, and the writer
the obligation to buy, the underlying security at any time during the option
period. A call option gives the purchaser of the option the right to buy, and
the writer of the option the obligation to sell, the underlying security at any
time during the option period. The premium paid to the writer is the
consideration for undertaking the obligations under the option contract. The
initial purchase (sale) of an option contract is an "opening transaction." In
order to close out an option position, a 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.
 
Although a Fund will engage in option transactions as hedging transactions,
there are risks associated with such investments 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 a Fund
and the prices of options; (iii) there may not be a liquid secondary market for
options; and (iv) while a 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. Each Fund is permitted to engage in option transactions
with respect to securities that are permitted investments and related indices.
Any Fund that writes call options will write only covered call options.
 
The aggregate value of option positions may not exceed 10% of a Fund's net
assets as of the time such options are entered into by a Fund.
 
PRIVATIZATIONS -- Privatizations are foreign government programs for selling all
or part of the interests in government owned or controlled enterprises. The
ability of a U.S. entity to participate in privatizations in certain foreign
countries may be limited by local law, or the terms on which a Fund may be
permitted to participate may be less advantageous than those applicable for
local
<PAGE>
37
 
investors. There can be no assurance that foreign governments will continue to
sell their interests in companies currently owned or controlled by them or that
privatization programs will be successful.
 
RECEIPTS -- TRs, TIGRs and CATS -- 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 obligations 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"). Each Fund other
than the Louisiana Fund is permitted to invest in receipts.
 
STRIPS, 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. The amount
of this discount is accrued over the life of the security and constitutes the
income earned on the security for both accounting and tax purposes. Because of
these features, receipts may be subject to greater price volatility than
interest paying U.S. Treasury Obligations. See also "Taxes."
 
REPURCHASE AGREEMENTS -- Repurchase agreements are agreements by which a Fund
obtains a security and simultaneously commits to return the security to the
seller at an agreed upon price on an agreed upon date within a number of days
from the date of purchase. Repurchase agreements must be fully collateralized at
all times. A 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. A Fund will enter into repurchase agreements only with
financial institutions deemed to present minimal risk of bankruptcy during the
term of the agreement based on established guidelines. Repurchase agreements are
considered loans under the 1940 Act.
 
RESTRICTED SECURITIES -- Restricted securities are securities that may not be
sold freely to the public absent registration under the Securities Act of 1933
or an exemption from registration.
 
SECURITIES LENDING -- All Funds are permitted to engage in securities lending,
under which securities are loaned pursuant to agreements requiring that the loan
be continuously secured by collateral consisting of cash or securities of the
U.S. Government equal to at least 100% of the market value of the securities
lent. A Fund will continue to receive interest on the securities lent while
simultaneously earning interest on the investment of cash collateral. Collateral
is marked to market daily to provide a level of collateral at least equal to the
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 or become insolvent.
 
SECURITIES OF FOREIGN ISSUERS -- There are certain risks connected with
investing in foreign securities. These include risks of adverse political and
economic developments (including possible governmental seizure or
nationalization of assets), the possible imposition of exchange controls or
other governmental restrictions, less uniformity in accounting and reporting
requirements, the possibility that there will be less information on such
securities and their issuers available to the public, the difficulty of
obtaining or enforcing court judgments abroad, restrictions on foreign
investments in other jurisdictions, difficulties in effecting repatriation of
capital invested abroad and difficulties in transaction settlements and the
effect of delay on shareholder equity. Foreign securities may be subject to
foreign taxes, and may be less marketable than comparable U.S. securities. The
value of a Fund's investments denominated in foreign currencies will depend on
the relative strengths of those currencies and the U.S. dollars, and a Fund may
be affected favorably or unfavorably by changes in the exchange rates or
exchange control regulations between foreign currencies and the U.S. dollar.
Changes in foreign currency exchange rates also may affect the value of
dividends and interest earned, gains and losses realized on the sale of
securities and net investment income and gains if any, to be distributed to
shareholders by a Fund. Furthermore, emerging market countries may have less
stable political environments than more developed countries. Also it may be more
difficult to obtain a judgement in a court outside the United States.
<PAGE>
38
 
SHORT SALES -- A short sale is "against the box" if at all times during which
the short position is open, a Fund owns at least an equal amount of the
securities or securities convertible into, or exchangeable without further
consideration for, securities of the same issue as the securities that are sold
short.
 
SWAPS, CAPS, FLOORS AND COLLARS -- Interest rate swaps, mortgage swaps, currency
swaps and other types of swap agreements such as caps, floors and collars are
designed to permit the purchaser to preserve a return or spread on a particular
investment or portion of its portfolio, and to protect against any increase in
the price of securities, a Fund anticipates purchasing at a later date. In a
typical interest rate swap, one party agrees to make regular payments equal to a
floating interest rate times a "notional principal amount" in return for
payments equal to a fixed rate times the same amount for a specific period of
time. Swaps may also depend on other prices or rates such as the value of an
index or mortgage prepayment rates.
 
In a typical cap or floor agreement, one party agrees to make payments only
under specified circumstances, usually in return for payment of a fee by the
other party.
 
Swap agreements will tend to shift a Fund's investment exposure from one type of
investment to another. Depending on how they are used, swap agreements may
increase or decrease the overall volatility of a Fund's investment and its share
price and yield.
 
TIME DEPOSITS -- Time deposits are non-negotiable receipts issued by a bank in
exchange for the deposit of funds. Like a certificate of deposit, it 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 or that
mature in more than seven days are considered to be illiquid securities. All
Funds are permitted to invest in time deposits.
 
U.S. GOVERNMENT AGENCY OBLIGATIONS -- Obligations issued or guaranteed by
agencies of the United States Government, including, among others, the Federal
Farm Credit Bank, the Federal Housing Administration and the Small Business
Administration, and obligations issued or guaranteed by instrumentalities of the
United States Government, including, among others, FHLMC, the Federal Land Banks
and the United States Postal Service. Some of these securities are supported by
the full faith and credit of the United States Treasury, others are supported by
the right of the issuer to borrow from the Treasury, while still others are
supported only by the credit of the instrumentality. Guarantees of principal by
agencies or instrumentalities of the United States Government may be a guarantee
of payment at the maturity of the obligation so that in the event of a default
prior to maturity there might not be a market and thus no means of realizing on
the obligation prior to maturity. Guarantees as to the timely payment of
principal and interest do not extend to the value or yield of these securities
nor to the value of the Fund's shares.
 
U.S. GOVERNMENT SECURITIES -- Any guaranty by the U.S. Government of the
securities in which any Fund invests guarantees only the payment of principal
and interest on the guaranteed security and does not guarantee the yield or
value of that security or the yield or value of shares of that Fund.
 
U.S. TREASURY OBLIGATIONS -- U.S. Treasury obligations consist of 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"). All Funds are permitted to invest in U.S.
Treasury Obligations.
 
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. Such instruments bear interest at rates which are not
fixed, but which vary with changes in specified market rates or indices. 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. A demand instrument with a
demand notice exceeding seven days may be considered illiquid if there is no
secondary market for such securities. All Funds are permitted to invest in
variable and floating rate instruments.
<PAGE>
39
 
WARRANTS -- instruments giving holders the right, but not the obligation, to buy
shares of a company at a given price during a specified period. The Equity Funds
are permitted to invest in warrants.
 
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES -- When-issued or delayed delivery
basis transactions involve the purchase of an instrument with payment and
delivery taking place in the future. Delivery of and payment for these
securities may occur a month or more after the date of the purchase commitment.
To the extent required by the 1940 Act, a Fund will maintain with the custodian
a separate account with liquid high grade debt securities or cash in an amount
at least equal to these commitments. The interest rate realized on these
securities is fixed as of the purchase date and no interest accrues to the Fund
before settlement. These securities are subject to market fluctuation due to
changes in market interest rates and it is possible that the market value at the
time of settlement could be higher or lower than the purchase price if the
general level of interest rates has changed. Although a Fund generally purchases
securities on a when-issued or forward commitment basis with the intention of
actually acquiring securities for its portfolio, a Fund may dispose of a
when-issued security or forward commitment prior to settlement if deems it
appropriate.
<PAGE>
40
 
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                         <C>
Summary...................................................................     2
Expense Summary...........................................................     4
Financial Highlights......................................................     9
The Trust.................................................................    12
Investment Objectives and Policies........................................    12
General Investment Policies...............................................    16
Investment Limitations....................................................    16
How to Purchase Shares....................................................    17
Alternative Sales Charge Options..........................................    18
Exchanges.................................................................    21
Redemption of Shares......................................................    22
The Adviser...............................................................    23
  Small Cap Growth and International Equity Portfolios....................    24
 
The Administrator.........................................................    25
The Shareholder Servicing Agent and Transfer Agent........................    25
The Distributor...........................................................    25
  Small Cap Growth and International Equity Portfolios....................    26
Performance...............................................................    26
Taxes.....................................................................    27
General Information.......................................................    29
Risk Factors Relating to the Feeder Funds and the Portfolios..............    30
Description of Permitted Investments and Risk Factors.....................    31
</TABLE>
<PAGE>
                       THIS PAGE INTENTIONALLY LEFT BLANK
<PAGE>
MARQUIS FUNDS-REGISTERED TRADEMARK-
 
               Investment Adviser:
               FIRST NATIONAL BANK OF COMMERCE IN NEW ORLEANS
 
                        INSTITUTIONAL MONEY MARKET FUND
 
MARQUIS FUNDS-REGISTERED TRADEMARK- (the "Trust") is a mutual fund that offers a
convenient and economical means of investing in one or more professionally
managed portfolios of securities. This Prospectus offers shares of the
INSTITUTIONAL MONEY MARKET FUND (the "Fund"), a separate series of the Trust.
 
This Prospectus sets forth concisely the information about the Fund and the
Trust that a prospective investor should know before investing in the Fund.
Investors are advised to read this Prospectus and retain it for future
reference. A Statement of Additional Information dated February 1, 1998, as
supplemented from time to time, has been filed with the Securities and Exchange
Commission (the "SEC") and is available without charge by calling
1-800-471-1144. The Statement of Additional Information is incorporated into
this Prospectus by reference.
 
AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT AND THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO MAINTAIN
A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
 
 THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
 ENDORSED BY ANY BANK, INCLUDING FIRST NATIONAL BANK OF COMMERCE IN NEW ORLEANS
 OR ANY OF ITS AFFILIATES OR CORRESPONDENTS, INCLUDING FIRST COMMERCE
 CORPORATION. THE TRUST'S SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
 DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
 GOVERNMENT AGENCY. INVESTMENT IN THE SHARES INVOLVES RISK, INCLUDING POSSIBLE
 LOSS OF THE PRINCIPAL AMOUNT INVESTED.
 
FEBRUARY 1, 1998
 
MRQ-F-021-02
<PAGE>
2
 
                                    SUMMARY
 
      MARQUIS FUNDS-REGISTERED TRADEMARK- (THE "TRUST") IS AN OPEN-END
  MANAGEMENT INVESTMENT COMPANY PROVIDING A CONVENIENT WAY TO INVEST IN
  PROFESSIONALLY MANAGED PORTFOLIOS OF SECURITIES. THIS SUMMARY PROVIDES BASIC
  INFORMATION ABOUT THE TRUST'S INSTITUTIONAL MONEY MARKET FUND (THE "FUND").
  THE FUND IS A SEPARATE SERIES OF THE TRUST.
 
      WHAT ARE THE INVESTMENT OBJECTIVE AND POLICIES OF THE FUND?  The Fund
  seeks to preserve principal value and maintain a high degree of liquidity
  while providing current income by investing exclusively in obligations
  issued by the U.S. Treasury and in repurchase agreements involving such
  obligations. There can be no assurance that the Fund will achieve its
  investment objective.
 
      WHAT ARE THE RISKS INVOLVED WITH AN INVESTMENT IN THE FUND?  While the
  Fund seeks to maintain a net asset value of $1.00 per share, there can be no
  assurance that the Fund will be able to do this on a continuous basis. There
  may be other risks involved in the ownership of money market mutual funds.
 
      ARE MY INVESTMENTS INSURED?  Any guaranty by the U.S. Government, its
  agencies or instrumentalities of the securities in which the Fund invests
  guarantees only the payment of principal and interest on the guaranteed
  security and does not guarantee the yield or value of that security or the
  yield or value of shares of the Fund. The Trust's shares are not federally
  insured by the FDIC or any other government agency.
 
      For more information about the Fund, see "Investment Objective and
  Policies" and "Description of Permitted Investments and Risk Factors."
 
      WHO IS THE ADVISER?  The Trust Group of First National Bank of Commerce
  in New Orleans serves as the investment adviser of the Fund. See "Expense
  Summary" and "The Adviser."
 
      WHO IS THE ADMINISTRATOR?  SEI Fund Resources serves as the
  administrator of the Trust. See "Expense Summary" and "The Administrator."
 
      WHO IS THE TRANSFER AGENT?  DST Systems, Inc. serves as shareholder
  servicing agent, transfer agent and dividend disbursing agent for the Trust.
  See "The Shareholder Servicing Agent and Transfer Agent."
 
      WHO IS THE DISTRIBUTOR?  SEI Investments Distribution Co. serves as
  distributor of the Trust's shares. See "The Distributor."
 
      HOW DO I PURCHASE AND REDEEM SHARES?  Purchases and redemptions may be
  made through the Transfer Agent or an authorized sub-transfer agent on any
  day when the New York Stock Exchange and the Federal Reserve wire system are
  open for business (a "Business Day"). A purchase order will be effective as
  of the Business Day received by the Transfer Agent if the Transfer Agent
  receives an order and payment with readily available funds prior to the time
  the Fund calculates its net asset value, normally 11:00 a.m., Central Time.
  To purchase shares by wire, you must first call 1-800-471-1144. Redemption
  orders placed with the Transfer Agent prior to 11:00 a.m., Central Time on
  any Business Day will be effective that day. The purchase and redemption
  price for shares is the net asset value per share determined as of the end
  of the day the order is effective. See "Purchase of Shares" and "Redemption
  of Shares."
 
      HOW ARE DIVIDENDS PAID?  Substantially all of the net investment income
  (exclusive of capital gains) of the Fund is distributed in the form of
  monthly dividends. Any capital gain is distributed at least annually.
  Dividends are paid in additional shares unless the shareholder elects to
  take payment in cash on the first Business Day of each month. See
  "Dividends."
<PAGE>
3
 
                                EXPENSE SUMMARY
 
SHAREHOLDER TRANSACTION EXPENSES                 INSTITUTIONAL MONEY MARKET FUND
 
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>
Maximum Sales Load Imposed on Purchases..................................................         None
Maximum Sales Load Imposed on Reinvested Dividends.......................................         None
Maximum Contingent Deferred Sales Charge.................................................         None
Wire Redemption Fee......................................................................         None
Exchange Fee.............................................................................         None
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
</TABLE>
 
ANNUAL OPERATING EXPENSES                        INSTITUTIONAL MONEY MARKET FUND
(as a percentage of average net assets)
 
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>
Management Fees (after fee waivers) (1)..................................................         .04%
12b-1 Fees...............................................................................         None
Other Expenses...........................................................................         .21%
- ------------------------------------------------------------------------------------------------------
Total Operating Expenses (after fee waivers) (1).........................................         .25%
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
</TABLE>
 
(1) The Adviser has voluntarily agreed to waive its advisory fee or reimburse
    expenses to the extent necessary to keep "Total Operating Expenses" for the
    Fund from exceeding .25%. The Adviser reserves the right to terminate its
    waiver at any time in its sole discretion. Absent such waiver, Management
    Fees for the Fund would be .15% and Total Operating Expenses for the Fund
    would be .36%.
 
EXAMPLE
 
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
                                                                               1       3        5        10
                                                                             YEAR    YEARS    YEARS     YEARS
- --------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>     <C>      <C>      <C>
An investor would pay the following expenses on a $1,000
  investment in shares of the Fund assuming: (1) 5% annual return
  and (2) redemption at the end of each time period........................   $ 3     $ 8      $14      $ 32
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
</TABLE>
 
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
 
The purpose of this table is to assist the investor in understanding the various
costs and expenses that may be directly or indirectly borne by investors in the
Fund. Shareholders purchasing shares through a financial institution may be
charged additional account fees by that institution. Additional information may
be found under "The Adviser," "The Administrator" and "The Distributor."
<PAGE>
4
 
FINANCIAL HIGHLIGHTS
 
The following financial highlights for a share outstanding throughout each
period ended September 30 have been audited by Arthur Andersen LLP, independent
public accountants, whose report thereon was unqualified. This information
should be read in conjunction with the Trust's financial statements and notes
thereto which are incorporated by reference into the Statement of Additional
Information under the heading "Financial Information." Additional performance
information is set forth in the Trust's 1997 Annual Report to Shareholders and
is available upon request and without charge by calling 1-800-471-1144.
 
For a Share Outstanding Throughout each Period ended September 30,
<TABLE>
<CAPTION>
                                           NET                   REALIZED
                                          ASSET                     AND
                                          VALUE                 UNREALIZED   DISTRIBUTIONS    NET ASSET
                                         BEGINNING     NET         GAINS        FROM NET        VALUE
                                            OF     INVESTMENT   (LOSSES) ON    INVESTMENT      END OF      TOTAL
                                          PERIOD     INCOME     INVESTMENTS      INCOME        PERIOD     RETURN*
- ------------------------------------------------------------------------------------------------------------------
<S>                                      <C>       <C>          <C>          <C>             <C>          <C>
INSTITUTIONAL MONEY MARKET FUND
- ------------------------------------------------------------------------------------------------------------------
1997....................................  $1.00       $0.05       $   --         $(0.05)        $1.00       5.29%
1996....................................   1.00        0.05           --          (0.05)         1.00       5.33
1995(1).................................   1.00        0.01           --          (0.01)         1.00       5.55*
- ------------------------------------------------------------------------------------------------------------------
 
<CAPTION>
                                                                  RATIO OF     RATIO OF     RATIO OF
                                                     RATIO OF        NET       EXPENSES    NET INCOME
                                        NET ASSETS   EXPENSES    INVESTMENT   TO AVERAGE   TO AVERAGE
                                          END OF        TO        INCOME TO   NET ASSETS   NET ASSETS
                                          PERIOD      AVERAGE    AVERAGE NET  (EXCLUDING   (EXCLUDING
                                          (000)     NET ASSETS     ASSETS      WAIVERS)     WAIVERS)
- ------------------------------------------------------------------------------------------------------
<S>                                      <C>        <C>          <C>          <C>          <C>
INSTITUTIONAL MONEY MARKET FUND
- ------------------------------------------------------------------------------------------------------
1997.................................... $58,516        0.25%        5.19%        0.36%        5.08%
1996....................................  28,004        0.25         5.19         0.34         5.10
1995(1).................................  31,314        0.25*        5.56*        0.60*        5.21*
- ------------------------------------------------------------------------------------------------------
</TABLE>
 
*  Annualized.
 
(1) Commenced operations on August 10, 1995.
<PAGE>
5
 
THE TRUST
 
MARQUIS FUNDS-REGISTERED TRADEMARK- (the "Trust") is an open-end management
investment company that offers units of beneficial interest ("shares"). This
prospectus relates to the Institutional Money Market Fund (the "Fund"), a
diversified mutual fund. Each share of the Fund represents an undivided,
proportionate interest in the Fund. Information regarding the Trust's other
funds is contained in separate prospectuses that may be obtained by calling
1-800-471-1144.
 
INVESTMENT OBJECTIVE AND POLICIES
 
The Fund's investment objective is to preserve principal value and maintain a
high degree of liquidity while providing current income. There can be no
assurance that the Fund will be able to achieve its investment objective.
 
The Fund complies with regulations of the Securities and Exchange Commission
applicable to money market funds. These regulations impose certain quality,
maturity and diversification restraints on investments by the Fund. Under these
regulations, the Fund will maintain a dollar-weighted average portfolio maturity
of 90 days or less, and will acquire only obligations maturing in 397 days or
less. The Fund will attempt to maintain a net asset value of $1.00 per share,
although there can be no assurance that it will be able to do so.
 
The Fund invests exclusively in obligations issued by the U.S. Treasury
("Treasury Obligations") and backed by its full faith and credit, and in
repurchase agreements involving such obligations.
 
For additional information regarding permitted investments, investment practices
and risks, see "Description of Permitted Investments and Risk Factors."
 
INVESTMENT LIMITATIONS
 
The following investment limitation is a fundamental policy of the Fund.
Fundamental policies cannot be changed with respect to the Fund without the
consent of the holders of a majority of the Fund's outstanding shares.
 
The Fund may not:
 
1.  Purchase securities of any issuer (except securities issued or guaranteed by
the United States, its agencies or instrumentalities and 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.
 
2.  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 the obligations issued or guaranteed
by the U.S. Government or its agencies and instrumentalities, and repurchase
agreements involving such securities.
 
3.  Make loans except that the Fund may (i) purchase or hold debt instruments in
accordance with its investment objectives and policies; and (ii) enter into
repurchase agreements.
 
Additional investment limitations are set forth in the Statement of Additional
Information.
 
PURCHASE OF SHARES
 
Investors may purchase shares of the Fund directly from the Trust's shareholder
servicing and transfer agent, DST Systems, Inc., or an authorized sub-transfer
agent (collectively, the "Transfer Agent"), by wire. Shares of the Fund are sold
to investors on a continuous basis.
 
To open an account, an investor must first return a completed and signed Account
Application, along with a check (or other negotiable bank instrument or money
order payable to "Marquis Funds (Institutional Money Market Fund)", to Marquis
Funds, P.O. Box 419316, Kansas City, MO 64141-6316. Third party checks, credit
cards, credit card checks and cash will not be accepted. When purchases are made
by check, redemption proceeds will not be forwarded until the investment being
redeemed has been in the account for 15 days. You may purchase additional shares
at any time by mailing payment to the Transfer Agent. Orders placed by mail will
be executed on receipt of your payment. If your check does not clear, your
purchase will be canceled and you could be liable for any losses or fees
incurred. Account Application forms are available by calling 1-800-471-1144.
<PAGE>
6
 
WIRE
 
A shareholder whose Account Application has been received by the Transfer Agent
may purchase shares of the Fund by wiring Federal funds. The shareholder must
wire funds to the Transfer Agent and the wire instructions must include the
shareholder's account number. The shareholder must call 1-800-471-1144 before
wiring any funds. An order to purchase shares by Federal funds wire will be
deemed to have been received by the Fund on the Business Day of the wire,
provided that the shareholder notifies the Transfer Agent prior to the time the
Fund calculates its net asset value, normally 11:00 a.m., Central Time. If the
Transfer Agent does not receive notice by the time the Fund calculates its net
asset value, normally 11:00 a.m., Central Time, on the Business Day of the wire,
the order will be executed on the next Business Day.
 
GENERAL INFORMATION REGARDING PURCHASES
 
Purchases of shares of the Fund may be made on any day the New York Stock
Exchange and the Federal Reserve wire system are open for business ("Business
Days"). The minimum initial investment in the Fund is $10,000,000; however, the
Trust's distributor, SEI Investments Distribution Co. (the "Distributor"), may
waive the minimum investment at its discretion.
 
A purchase order for shares will be effective, and eligible to receive dividends
declared that same day, on the Business Day received by the Transfer Agent, if
it receives the order and payment before the time the Fund calculates its net
asset value, normally 11:00 a.m., Central Time. A purchase order received (with
payment) after this time will be effective on the next Business Day. The
purchase price of shares of the Fund is the net asset value per share next
computed after the order is received and accepted by the Trust. The Fund expects
to maintain its net asset value per share constant at $1.00.
 
Net asset value per share will be determined as of the earlier of 11:00 a.m.
(Central Time) or the close of regular trading on the New York Stock Exchange
(normally, 3:00 p.m., Central Time). The net asset value per share of the Fund
is determined by dividing the total value of its investments and other assets,
less any liabilities, by its total outstanding shares. The Fund's net asset
value per share is calculated each Business Day and is based on the amortized
cost method described in the Statement of Additional Information.
 
The Trust reserves the right to reject a purchase order for shares when the
Adviser determines that it is not in the best interest of the Trust and/or its
shareholders to accept such order.
 
Shareholders who desire to transfer the registration of their shares should call
1-800-471-1144.
 
Certain financial institutions through which shares may be purchased may be
required under state law to register as broker dealers.
 
EXCHANGES
 
Shares of the Fund may be exchanged for Class A shares of other funds of the
Trust. Investors exchanging shares of the Fund acquired with cash for Class A
shares of another fund of the Trust will be subject to the applicable sales
charge. Shares of the Fund acquired through an exchange of Class A shares of
another fund of the Trust may be exchanged back, with no sales charge, into
Class A shares of any other fund of the Trust.
 
An investor must have received a current prospectus of the Trust's other fund
into which the exchange is to be made (the "new" fund) before the exchange will
be effected. Exchanges will be made only after instructions in writing or by
telephone (an "Exchange Request") are received by the Transfer Agent. If an
Exchange Request in good order is received by the Transfer Agent by 3:00 p.m.
Central Time, on any Business Day, the exchange will occur on that day. The
exchange privilege may be exercised only in those states where the class or
shares of the new fund may legally be sold.
 
The Trust reserves the right to change the terms or conditions of the exchange
privilege discussed herein upon 60 days' notice.
 
REDEMPTION OF SHARES
 
Shareholders may redeem their shares without charge on any Business Day. Shares
may be redeemed by mail or by telephone. Shares of the Funds cannot be redeemed
by Federal Reserve wire on Federal holidays restricting wire transfers.
<PAGE>
7
 
BY MAIL
 
A written request for redemption must be received by the Transfer Agent in order
to constitute a valid redemption request.
 
If the redemption request exceeds $5,000 or if the request directs the proceeds
to be sent or wired to a shareholder or an address different from that on
record, the Transfer Agent may require that the signature on the written
redemption request be guaranteed. Signature guarantees can be obtained from
banks, brokers, dealers, credit unions, securities exchanges or associations,
clearing agencies or savings associations. A notary public cannot guarantee
signatures.
 
BY TELEPHONE
 
Shares may be redeemed by telephone if the shareholder has elected that option
on the Account Application. Under most circumstances, payments will be
transmitted on the next Business Day following receipt of a valid request for
redemption. The shareholder may have the proceeds mailed to his or her address
of record or wired to a commercial bank account previously designated on the
Account Application. Shareholders may request a wire redemption for redemptions
in excess of $500 by calling 1-800-471-1144.
 
Neither the Trust nor the Transfer Agent will be responsible for any loss,
liability, cost or expense for acting upon wire instructions or upon telephone
instructions that it reasonably believes to be genuine. The Trust and the
Transfer Agent will each 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.
 
OTHER INFORMATION REGARDING REDEMPTIONS
 
All redemption orders are effected at the net asset value per share next
determined after receipt of a valid request for redemption. A redemption order
received before 11:00 a.m., Central Time, on any Business Day will be effective
that day and will receive that day's redemption price. Net asset value per share
is determined as of the earlier of 11:00 a.m. (Central Time) or the close of
regular trading on the New York Stock Exchange (normally, 3:00 p.m., Central
Time), on each Business Day. Redeemed shares are not entitled to dividends
declared on the day the redemption order is effective.
 
Payment to shareholders for shares redeemed will be made within 7 days after the
Transfer Agent receives the valid redemption request.
 
See "Purchase and Redemption of Shares" in the Statement of Additional
Information for examples of when the right of redemption may be suspended.
 
THE ADVISER
 
First National Bank of Commerce in New Orleans ("First NBC" or the "Adviser"),
201 St. Charles Avenue, New Orleans, Louisiana 70170, serves as the Fund's
investment adviser under an advisory agreement (the "Advisory Agreement") with
the Trust. The Adviser, through its Trust Group, makes the investment decisions
for the assets of the Fund and continuously reviews, supervises, and administers
the investment programs of the Fund, subject to the supervision of, and policies
established by, the Trustees of the Trust.
 
As of September 30, 1997, the Adviser's Trust Group managed approximately $3.2
billion in discretionary investment management accounts for individuals,
corporations and institutions with widely varying investment needs and
objectives. The Trust Group has managed client accounts since 1933 and has
managed money market portfolios for the past eight years.
 
The Glass-Steagall Act restricts the securities activities of national banks
such as First NBC but the Comptroller of the Currency permits national banks to
provide investment advisory and other services to mutual funds. Should the
Comptroller's position be challenged successfully in court or reversed by
legislation, the Trust might have to make other investment advisory
arrangements.
 
The Trust's shares are not sponsored, endorsed or guaranteed by, and do not
constitute obligations or deposits of, the Adviser or First Commerce Corporation
and are not insured by the Federal Deposit Insurance Corporation or issued or
guaranteed by the U.S. Government or any of its agencies.
 
The Adviser is entitled to a fee, which is calculated daily and paid monthly, at
an annual rate of .15% of the Fund's average daily net assets. The Adviser may
voluntarily waive a portion of its fee in order to limit the total operating
expenses of the Fund. The Adviser reserves the right, in its sole discretion, to
terminate such a voluntary fee waiver at any time.
<PAGE>
8
 
For the fiscal year ended September 30, 1997, the Adviser was paid an advisory
fee of 0.04% of the Fund's average net assets.
 
Gerald S. Dugal, Vice President of the Adviser, is the portfolio manager of the
Fund as well as the Trust's Treasury Securities Money Market Fund and Strategic
Income Bond Fund. Mr. Dugal is currently a senior portfolio manager and Manager
of Fixed Income and Trading. Mr. Dugal has over 12 years of experience in
portfolio management, investment trading and research, the past seven with the
Adviser. He is licensed as a general securities principal and a municipal
securities principal.
 
First NBC has also entered into a custodian agreement with the Trust under which
it provides all safekeeping services as required by the Investment Company Act
of 1940 (the "1940 Act"). First NBC is entitled to a custodian fee, calculated
daily and paid monthly, at an annual rate of up to 0.04% of the average daily
net assets of the Fund. It is anticipated that the Trust will pay the Custodian
0.04% of the average daily net assets of the Fund during the fiscal year ending
September 30, 1998.
 
THE ADMINISTRATOR
 
SEI Fund Resources, a Delaware business trust (the "Administrator"), has its
principal business offices at Oaks, Pennsylvania 19456. The Trust and the
Administrator are parties to an Administration Agreement (the "Administration
Agreement"). Under the terms of the Administration Agreement, the Administrator
provides the Trust with administrative services, other than investment advisory
services, including all regulatory reporting, necessary office space, equipment,
personnel and facilities.
 
The Administrator is entitled to a fee, which is calculated daily and paid
monthly, at an annual rate of .10% of the Fund's average daily net assets.
 
The Administrator may voluntarily waive a portion of its fees in order to limit
the total operating expenses of the Fund.
 
THE SHAREHOLDER SERVICING AGENT AND TRANSFER AGENT
 
DST Systems, Inc., 1004 Baltimore Street, Kansas City, MO 64105, serves as the
dividend disbursing agent and shareholder servicing agent for the Trust. DST
also acts as transfer agent for the Trust under a transfer agent agreement.
 
THE DISTRIBUTOR
 
Shares of the Fund are offered without distribution fees.
 
SEI Investments Distribution Co. (the "Distributor"), Oaks, Pennsylvania 19456,
a wholly-owned subsidiary of SEI Investments Company, and the Trust are parties
to a distribution agreement ("Distribution Agreement").
 
The Fund may execute brokerage or other agency transactions through an affiliate
of the Adviser or through the Distributor, for which the affiliate or the
Distributor may receive "usual and customary" compensation. For further
information, see the Statement of Additional Information.
 
PERFORMANCE
 
From time to time, the Trust may advertise the Fund's "current yield" and
"effective compound yield." These figures will fluctuate, as they are based on
historical earnings; they are not intended to indicate future performance and
the Trust makes no representation concerning actual future yields. The "current
yield" of the Fund refers to the income generated by an investment over a
seven-day period which is then "annualized." That is, the amount of income
generated by an investment during that week is assumed to be generated each week
over a 52-week period and is shown as a percentage of the investment. The
"effective yield" is calculated similarly but, when annualized, the income
earned by an investment is assumed to be reinvested. The "effective yield" will
be slightly higher than the "current yield" because of the compounding effect of
this assumed reinvestment.
 
In addition, the Trust may from time to time compare performance of the Fund to
that of other mutual funds tracked by mutual fund rating services, financial and
business publications and periodicals, broad groups of comparable mutual funds
or unmanaged indices which may assume reinvestment of dividends but generally do
not reflect deductions for administrative and management costs or to other
investment alternatives.
 
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.
<PAGE>
9
 
No attempt has been made to present a detailed explanation of the federal,
state, or local income tax treatment of the Fund or its shareholders. In
addition, state and local tax consequences of an investment in the Fund may
differ from the federal income tax consequences described below. Accordingly,
shareholders are urged to consult with their tax advisers regarding specific
questions as to federal, state and local income taxes. Additional information
concerning taxes is set forth in the Statement of Additional Information.
 
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 for the
special tax treatment afforded regulated investment companies as defined under
Subchapter M of the Internal Revenue Code of 1986, as amended, so as to be
relieved of federal income tax on that part of its net of investment company
taxable income, and net of capital gain (the excess of net long-term capital
gains over net short-term capital losses) distributed to shareholders.
 
TAX STATUS OF DISTRIBUTIONS
 
The Fund will distribute all of its net investment income (including net
short-term capital gains) to shareholders. Dividends from net investment company
taxable income are taxable to shareholders as ordinary income (whether received
in cash or in additional shares) to the extent of the Fund's earnings and
profits. Net capital gains will be distributed at least annually and will be
taxed to shareholders as a 20% rate gain distribution (taxed at a rate of 20%)
or a 28% rate gain distribution (taxed at a rate of 28%), depending upon the
designation by the Fund (such designation being dependent upon the Fund's
holding period in the underlying asset generating the net capital gain),
regardless of how long the shareholders have held their shares and regardless of
whether the distributions are received in cash or in additional shares. If no
designation is made regarding a capital gain dividend, it will be classified as
a 28% rate gain distribution, and, thus, taxed at a rate of 28%. Dividends and
distributions of capital gains paid by the Fund do not qualify for the dividends
received deduction for corporate shareholders. The Fund will provide annual
reports to shareholders of the federal income tax status of all distributions.
 
Dividends declared by the Fund in October, November or December of any year and
payable to shareholders of record on a date in one of those months will be
deemed to have been paid by the Fund and received by the shareholders on
December 31 of the year declared, if paid by the Fund at any time during the
following January.
 
With respect to investments in U.S. Treasury STRIPS, which are sold with
original issue discount and 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
all of its net investment income to its shareholders, the Fund may have to sell
portfolio securities to distribute such imputed income, which may occur at a
time when the Adviser would not have chosen to sell such securities and which
may result in a taxable gain or loss.
 
Investment income received directly by the Fund on Treasury Obligations is
exempt from income tax at the state level and may be exempt, depending on the
state, when received by a shareholder as income dividends from the Fund provided
certain state specific conditions are satisfied. Interest received on repurchase
agreements collateralized by Treasury Obligations normally is not exempt from
state taxation. The Fund will inform shareholders annually of the percentage of
income and distributions derived from Treasury Obligations. Shareholders should
consult their tax advisers to determine whether any portion of the income
dividends received from the Fund is considered tax exempt in their particular
states.
 
The Fund intends to make sufficient distributions prior to the end of each
calendar year to avoid liability for federal excise tax applicable to regulated
investment companies.
 
A sale, exchange or redemption of a Fund's shares generally is a taxable
transaction to the shareholder.
 
GENERAL INFORMATION
 
THE TRUST
 
The Trust was organized as a Massachusetts business trust under a Declaration of
Trust dated June 29, 1993. The Declaration of Trust permits the Trust to offer
separate series of shares or "funds" and different classes of each fund. In
addition to the Fund, the Trust offers the following funds: Treasury Securities
Money Market Fund, Tax Exempt Money Market Fund, Government Securities Fund,
Louisiana Tax-Free Income Fund, Strategic Income
<PAGE>
10
 
Bond Fund, Balanced Fund, Value Equity Fund, Growth Equity Fund, Small Cap
Equity Fund and International Equity 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 reserves the right to
create and issue shares of additional funds.
 
The Fund pays its operating 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 and
insurance expenses, and pays additional expenses including litigation and other
extraordinary expenses, brokerage costs, interest charges, taxes and
organization expenses.
 
TRUSTEES OF THE TRUST
 
The management and affairs of the Trust are supervised by the Trustees under the
laws of the Commonwealth of Massachusetts. The Trustees have approved contracts
under which, as described above, certain companies provide essential management,
administrative and shareholder services to the Trust.
 
VOTING RIGHTS
 
Each share held entitles the shareholder of record to one vote. Each fund or
class will vote separately on matters relating solely to that fund or class. As
a Massachusetts business trust, the Trust is not required to hold annual
meetings of shareholders but meetings of shareholders will be held from time to
time to seek approval for certain changes in the operation of the Trust and for
the election of Trustees under certain circumstances. In addition, a Trustee may
be 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.
 
REPORTING
 
The Trust issues unaudited financial information semiannually and audited
financial statements annually. The Trust furnishes periodic reports to
shareholders of record, and, as necessary, proxy statements for shareholder
meetings.
 
SHAREHOLDER INQUIRIES
 
Shareholder inquiries should be directed to Marquis Funds, P.O. Box 419316,
Kansas City, MO 64141-6316 or by calling 1-800-471-1144.
 
DIVIDENDS
 
The net investment income (not including capital gains) of the Fund is
determined and declared on each Business Day as a dividend for shareholders of
record as of the close of business on that day. Shareholders who own shares at
the close of business on the record date will be entitled to receive the
dividend. Currently, capital gains of the Fund, if any, will be distributed at
least annually. Dividends are paid by the Fund in Federal funds or in additional
shares at the discretion of the shareholder on the first business day of each
month.
 
COUNSEL AND INDEPENDENT PUBLIC ACCOUNTANTS
 
Morgan, Lewis & Bockius LLP serves as counsel to the Trust. Arthur Andersen LLP
serves as the independent public accountants of the Trust.
 
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS
 
The following is a description of the permitted investments and investment
practices for the Fund and associated risk factors. Further discussion is
contained in the Statement of Additional Information.
 
U.S. TREASURY OBLIGATIONS -- U.S. Treasury obligations consist of 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"). The Fund does not expect to trade STRIPS
actively.
 
Any guaranty by the U.S. Treasury of the securities in which the Fund invests
guarantees only the payment of principal and interest on the guaranteed security
and does not guarantee the yield or value of that security or the yield or value
of shares of the Fund.
 
REPURCHASE AGREEMENTS -- Repurchase agreements are agreements by which the Fund
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. Repurchase
agreements must be fully collateralized at all times. 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. The Fund will
enter into repurchase agreements only with financial institutions deemed to
present minimal risk of bankruptcy during the term of the agreement based on
established guidelines. Repurchase agreements are considered loans under the
1940 Act.
<PAGE>
11
 
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                         <C>
Summary...................................................................     2
Expense Summary...........................................................     3
Financial Highlights......................................................     4
The Trust.................................................................     5
Investment Objective and Policies.........................................     5
Investment Limitations....................................................     5
Purchase of Shares........................................................     5
Exchanges.................................................................     6
Redemption of Shares......................................................     6
The Adviser...............................................................     7
 
The Administrator.........................................................     8
The Shareholder Servicing Agent and Transfer Agent........................     8
The Distributor...........................................................     8
Performance...............................................................     8
Taxes.....................................................................     8
General Information.......................................................     9
Description of Permitted Investments and Risk Factors.....................    10
</TABLE>
<PAGE>
MARQUIS FUNDS-REGISTERED TRADEMARK-
 
               Investment Adviser:
               FIRST NATIONAL BANK OF COMMERCE IN NEW ORLEANS
 
              TREASURY SECURITIES MONEY MARKET FUND
 
MARQUIS FUNDS-REGISTERED TRADEMARK- (the "Trust") is a mutual fund that offers a
convenient and economical means of investing in one or more professionally
managed portfolios of securities. This Prospectus offers the TRUST CLASS shares
of the TREASURY SECURITIES MONEY MARKET FUND (the "Fund"), a separate series of
the Trust.
 
This Prospectus sets forth concisely the information about the Fund and the
Trust that a prospective investor should know before investing in the Fund.
Investors are advised to read this Prospectus and retain it for future
reference. A Statement of Additional Information dated February 1, 1998, as
supplemented from time to time, has been filed with the Securities and Exchange
Commission (the "SEC") and is available without charge by calling
1-800-471-1144. The Statement of Additional Information is incorporated into
this Prospectus by reference.
 
AN INVESTMENT IN THE FUND IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT AND THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO MAINTAIN
A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
 
 THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
 ENDORSED BY ANY BANK, INCLUDING FIRST NATIONAL BANK OF COMMERCE IN NEW ORLEANS
 OR ANY OF ITS AFFILIATES OR CORRESPONDENTS, INCLUDING FIRST COMMERCE
 CORPORATION. THE TRUST'S SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
 DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
 GOVERNMENT AGENCY. INVESTMENT IN THE SHARES INVOLVES RISK, INCLUDING POSSIBLE
 LOSS OF THE PRINCIPAL AMOUNT INVESTED.
 
FEBRUARY 1, 1998
<PAGE>
2
 
                                    SUMMARY
 
      MARQUIS FUNDS-REGISTERED TRADEMARK- (THE "TRUST") IS AN OPEN-END
  MANAGEMENT INVESTMENT COMPANY PROVIDING A CONVENIENT WAY TO INVEST IN
  PROFESSIONALLY MANAGED PORTFOLIOS OF SECURITIES. THIS SUMMARY PROVIDES BASIC
  INFORMATION ABOUT THE TRUST CLASS SHARES OF THE TRUST'S TREASURY SECURITIES
  MONEY MARKET FUND (THE "FUND"). THE FUND IS A SEPARATE SERIES OF THE TRUST.
 
      WHAT ARE THE INVESTMENT OBJECTIVE AND POLICIES OF THE FUND?  The Fund
  seeks to preserve principal value and maintain a high degree of liquidity
  while providing current income by investing exclusively in obligations
  issued by the U.S. Treasury and in repurchase agreements involving such
  obligations. There can be no assurance that the Fund will achieve its
  investment objective.
 
      WHAT ARE THE RISKS INVOLVED WITH AN INVESTMENT IN THE FUND?  While the
  Fund seeks to maintain a net asset value of $1.00 per share, there can be no
  assurance that the Fund will be able to do this on a continuous basis. There
  may be other risks involved in the ownership of money market mutual funds.
 
      ARE MY INVESTMENTS INSURED?  Any guaranty by the U.S. Government, its
  agencies or instrumentalities of the securities in which the Fund invests
  guarantees only the payment of principal and interest on the guaranteed
  security and does not guarantee the yield or value of that security or the
  yield or value of shares of the Fund. The Trust's shares are not federally
  insured by the FDIC or any other government agency.
 
      For more information about the Fund, see "Investment Objective and
  Policies" and "Description of Permitted Investments and Risk Factors."
 
      WHO IS THE ADVISER?  The Trust Group of First National Bank of Commerce
  in New Orleans serves as the investment adviser of the Fund. See "Expense
  Summary" and "The Adviser."
 
      WHO IS THE ADMINISTRATOR?  SEI Fund Resources serves as the
  administrator of the Trust. See "Expense Summary" and "The Administrator."
 
      WHO IS THE TRANSFER AGENT?  DST Systems, Inc. serves as shareholder
  servicing agent, transfer agent and dividend disbursing agent for the Trust.
  See "The Shareholder Servicing Agent and Transfer Agent."
 
      WHO IS THE DISTRIBUTOR?  SEI Investments Distribution Co. serves as
  distributor of the Trust's shares. See "The Distributor."
 
      HOW DO I PURCHASE AND REDEEM SHARES?  Purchases and redemptions may be
  made through the Transfer Agent or an authorized sub-transfer agent on any
  day when the New York Stock Exchange and Federal Reserve wire system are
  open for business (a "Business Day"). A purchase order will be effective as
  of the Business Day received by the Transfer Agent if the Transfer Agent
  receives an order and payment with readily available funds prior to the time
  the Fund calculates its net asset value, normally 11:00 a.m., Central Time.
  To purchase shares by wire, you must first call 1-800-471-1144. Redemption
  orders placed with the Transfer Agent prior to 11:00 a.m., Central Time on
  any Business Day will be effective that day. The purchase and redemption
  price for shares is the net asset value per share determined as of the end
  of the day the order is effective. See "Purchase of Shares" and "Redemption
  of Shares."
 
      HOW ARE DIVIDENDS PAID?  Substantially all of the net investment income
  (exclusive of capital gains) of the Fund is distributed in the form of
  monthly dividends. Any capital gain is distributed at least annually.
  Dividends are paid in additional shares unless the shareholder elects to
  take payment in cash on the first Business Day of each month. See
  "Dividends."
<PAGE>
3
 
                                EXPENSE SUMMARY
 
SHAREHOLDER TRANSACTION EXPENSES                                     TRUST CLASS
 
<TABLE>
<CAPTION>
                                                                 TREASURY
                                                                SECURITIES
                                                               MONEY MARKET
                                                                   FUND
- ----------------------------------------------------------------------------
<S>                                                            <C>
Maximum Sales Load Imposed on Purchases.....................        None
Maximum Sales Load Imposed on Reinvested Dividends..........        None
Maximum Contingent Deferred Sales Charge....................        None
Wire Redemption Fee.........................................        None
Exchange Fee................................................        None
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
</TABLE>
 
ANNUAL OPERATING EXPENSES
(as a percentage of average net assets)
 
<TABLE>
<CAPTION>
                                                                 TREASURY
                                                                SECURITIES
                                                               MONEY MARKET
                                                                   FUND
- ----------------------------------------------------------------------------
<S>                                                            <C>
Management Fees.............................................         .30%
12b-1 Fees..................................................        None
Other Expenses..............................................         .20%
- ----------------------------------------------------------------------------
Total Operating Expenses....................................         .50%
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
</TABLE>
 
EXAMPLE
 
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
                                                                         3        5
                                                              1 YEAR   YEARS    YEARS    10 YEARS
- -------------------------------------------------------------------------------------------------
<S>                                                           <C>      <C>      <C>      <C>
An investor would pay the following expenses on a $1,000
  investment in Trust Class shares of the Fund assuming: (1)
  5% annual return and (2) redemption at the end of each
  time period...............................................   $  5     $ 16     $ 28       $ 63
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
 
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
 
The purpose of this table is to assist the investor in understanding the various
costs and expenses that may be directly or indirectly borne by investors in
Trust Class shares of the Fund. Shareholders purchasing shares through a
financial institution may be charged additional account fees by that
institution. Additional information may be found under "The Adviser," "The
Administrator" and "The Distributor."
<PAGE>
4
 
FINANCIAL HIGHLIGHTS
 
The following financial highlights for a share outstanding throughout each
period ended September 30 have been audited by Arthur Andersen LLP, independent
public accountants, whose report thereon was unqualified. This information
should be read in conjunction with the Trust's financial statements and notes
thereto which are incorporated by reference into the Statement of Additional
Information under the heading "Financial Information." Additional performance
information is set forth in the Trust's 1997 Annual Report to Shareholders and
is available upon request and without charge by calling 1-800-471-1144.
 
For a Trust Class Share Outstanding Throughout each Period ended September 30,
<TABLE>
<CAPTION>
                                                           REALIZED
                                                             AND
                                                          UNREALIZED                      NET
                                NET ASSET                  GAINS OR    DISTRIBUTIONS     ASSET
                                  VALUE         NET        (LOSSES)      FROM NET        VALUE
                                BEGINNING    INVESTMENT       ON        INVESTMENT      END OF       TOTAL
                                OF PERIOD      INCOME     INVESTMENTS     INCOME        PERIOD      RETURN
<S>                             <C>          <C>          <C>          <C>             <C>         <C>
- ------------------------------------------------------------------------------------------------------------
TREASURY SECURITIES MONEY MARKET FUND--TRUST CLASS
- ------------------------------------------------------------------------------------------------------------
1997..........................     $1.00        $0.05        $  --        $(0.05)        $1.00        5.04%
1996..........................      1.00         0.05           --         (0.05)         1.00        5.06
1995..........................      1.00         0.05           --         (0.05)         1.00        5.33
1994(1).......................      1.00         0.03           --         (0.03)         1.00        3.22
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
 
<CAPTION>
                                                                                   RATIO OF
                                                         RATIO OF     EXPENSES    INVESTMENT
                                  NET       RATIO OF       NET           TO       INCOME TO
                                 ASSETS     EXPENSES    INVESTMENT    AVERAGE      AVERAGE
                                 END OF        TO       INCOME TO    NET ASSETS   NET ASSETS
                                 PERIOD     AVERAGE      AVERAGE     (EXCLUDING   (EXCLUDING
                                 (000)     NET ASSETS   NET ASSETS    WAIVERS)     WAIVERS)
<S>                             <C>        <C>          <C>          <C>          <C>
- ------------------------------  ------------------------------------------------------------
TREASURY SECURITIES MONEY MARK
- ------------------------------  ------------------------------------------------------------
1997..........................  $556,957       0.50%        4.92%        0.50%        4.92%
1996..........................   637,819       0.50         4.92         0.53         4.89
1995..........................   521,270       0.50         5.23         0.57         5.16
1994(1).......................   403,778       0.50         3.15         0.60         3.05
- ------------------------------  ------------------------------------------------------------
- ------------------------------  ------------------------------------------------------------
</TABLE>
 
(1) Commenced operations on October 19, 1993.
<PAGE>
5
 
THE TRUST
 
MARQUIS FUNDS-REGISTERED TRADEMARK- (the "Trust") is an open-end management
investment company that offers units of beneficial interest ("shares") in its
Treasury Securities Money Market Fund (the "Fund"), a diversified mutual fund,
through three separate classes: Trust Class, Retail Class and Cash Sweep Class,
which provide for variations in distribution costs, voting rights and dividends.
Except for these differences between classes, each share of the Fund represents
an undivided, proportionate interest in the Fund. This Prospectus relates to the
Trust Class shares of the Fund. Information regarding the Retail Class and Cash
Sweep Class shares of the Fund and the Trust's other funds is contained in
separate prospectuses that may be obtained by calling 1-800-471-1144.
 
INVESTMENT OBJECTIVE AND POLICIES
 
The Fund's investment objective is to preserve principal value and maintain a
high degree of liquidity while providing current income. There can be no
assurance that the Fund will be able to achieve its investment objective.
 
The Fund complies with regulations of the Securities and Exchange Commission
applicable to money market funds. These regulations impose certain quality,
maturity and diversification restraints on investments by the Fund. Under these
regulations, the Fund will maintain a dollar-weighted average portfolio maturity
of 90 days or less, and will acquire only obligations maturing in 397 days or
less. The Fund will attempt to maintain a net asset value of $1.00 per share,
although there can be no assurance that it will be able to do so.
 
The Fund invests exclusively in obligations issued by the U.S. Treasury
("Treasury Obligations") and backed by its full faith and credit, and in
repurchase agreements involving such obligations.
 
For additional information regarding permitted investments, investment practices
and risks, see "Description of Permitted Investments and Risk Factors."
 
INVESTMENT LIMITATIONS
 
The following investment limitations are fundamental policies of the Fund.
Fundamental policies cannot be changed with respect to the Fund without the
consent of the holders of a majority of the Fund's outstanding shares.
 
The Fund may not:
 
1.  Purchase securities of any issuer (except securities issued or guaranteed by
the United States, its agencies or instrumentalities and 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.
 
2.  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 the obligations issued or guaranteed
by the U.S. Government or its agencies and instrumentalities, and repurchase
agreements involving such securities.
 
3.  Make loans except that the Fund may (i) purchase or hold debt instruments in
accordance with its investment objectives and policies; and (ii) enter into
repurchase agreements.
 
Additional investment limitations are set forth in the Statement of Additional
Information.
 
PURCHASE OF SHARES
 
Investors may purchase Trust Class shares of the Fund directly from the Trust's
shareholder servicing and transfer agent, DST Systems, Inc., or an authorized
sub-transfer agent (collectively, the "Transfer Agent"), by wire. Trust Class
shares of the Fund are sold on a continuous basis.
 
To open an account, an investor must first return a completed and signed Account
Application, along with a check (or other negotiable bank instrument or money
order payable to "Marquis Funds (Treasury Securities Money Market Fund)," to
Marquis Funds, P.O. Box 419316, Kansas City, MO 64141-6316. Third party checks,
credit cards, credit card checks and cash will not be accepted. When purchases
are made by check, redemption proceeds will not be forwarded until the
investment being redeemed has been in the account for 15 days. You may purchase
additional shares at any time by mailing payment to the Transfer Agent. Orders
placed by mail will be executed on receipt of your payment. If your check
<PAGE>
6
 
does not clear, your purchase will be canceled and you could be liable for any
losses or fees incurred. Account Application forms are available by calling
1-800-471-1144.
 
WIRE
 
A shareholder whose Account Application has been received by the Transfer Agent
may purchase Trust Class shares of the Fund by wiring Federal funds. The
shareholder must wire funds to the Transfer Agent and the wire instructions must
include the shareholder's account number. The shareholder must call
1-800-471-1144 before wiring any funds. An order to purchase shares by Federal
funds wire will be deemed to have been received by the Fund on the Business Day
of the wire, provided that the shareholder notifies the Transfer Agent prior to
the time the Fund calculates its net asset value, normally 11:00 a.m., Central
Time. If the Transfer Agent does not receive notice by the time the Fund
calculates its net asset value, normally 11:00 a.m., Central Time, on the
Business Day (defined below) of the wire, the order will be executed on the next
Business Day.
 
GENERAL INFORMATION REGARDING PURCHASES
 
Purchases of Trust Class shares of the Fund may be made on any day the New York
Stock Exchange and Federal Reserve wire system are open for business ("Business
Days").
 
The minimum initial investment in Trust Class shares of the Fund is $1,000,000;
however, the Trust's distributor, SEI Investments Distribution Co. (the
"Distributor"), may waive the minimum investment at its discretion.
 
A purchase order for shares will be effective, and eligible to receive dividends
declared that same day, on the Business Day received by the Transfer Agent, if
it receives the order and payment before the time the Fund calculates its net
asset value, normally 11:00 a.m., Central Time. A purchase order received (with
payment) after this time will be effective on the next Business Day. The
purchase price of Trust Class shares of the Fund is the net asset value per
share next computed after the order is received and accepted by the Trust. The
Fund expects to maintain its net asset value per share constant at $1.00.
 
The net asset value will be determined as of the earlier of 11:00 a.m. (Central
Time) or the close of regular trading on the New York Stock Exchange (normally,
3:00 p.m., Central Time). The net asset value per share of the Fund is
determined by dividing the total value of its investments and other assets, less
any liabilities, by its total outstanding shares. The Fund's net asset value per
share is calculated each Business Day and is based on the amortized cost method
described in the Statement of Additional Information.
 
The Trust reserves the right to reject a purchase order for shares when the
Distributor determines that it is not in the best interest of the Trust and/or
its shareholders to accept such order.
 
Shareholders of record who desire to transfer the registration of their shares
should call 1-800-471-1144.
 
Certain financial institutions through which shares may be purchased may be
required under state law to register as broker dealers.
 
EXCHANGES
 
Shares of the Fund may be exchanged for Class A shares of other funds of the
Trust. Investors exchanging shares of the Fund acquired with cash for Class A
shares of another fund of the Trust will be subject to the applicable sales
charge. Shares of the Fund acquired through an exchange of Class A shares of
another fund of the Trust may be exchanged back, with no sales charge, into
Class A shares of any other fund of the Trust.
 
An investor must have received a current prospectus of the Trust's other fund
into which the exchange is to be made (the "new" fund) before the exchange will
be effected. Exchanges will be made only after instructions in writing or by
telephone (an "Exchange Request ") are received by the Transfer Agent. If an
Exchange Request in good order is received by the Transfer Agent by 3:00 p.m.
Central Time, on any Business Day, the exchange will occur on that day. The
exchange privilege may be exercised only in those states where the class or
shares of the new fund may legally be sold.
 
The Trust reserves the right to change the terms or conditions of the exchange
privilege discussed herein upon 60 days' notice.
<PAGE>
7
 
REDEMPTION OF SHARES
 
Shareholders may redeem their shares without charge on any Business Day. Shares
may be redeemed by mail or by telephone. Shares of the Funds cannot be redeemed
by Federal Reserve wire on Federal holidays restricting wire transfers.
 
BY MAIL
 
A written request for redemption must be received by the Transfer Agent in order
to constitute a valid redemption request.
 
If the redemption request exceeds $5,000 or if the request directs the proceeds
to be sent or wired to a shareholder or an address different from that on
record, the Transfer Agent may require that the signature on the written
redemption request be guaranteed. Signature guarantees can be obtained from
banks, brokers, dealers, credit unions, securities exchanges or associations,
clearing agencies or savings associations. A notary public cannot guarantee
signatures.
 
BY TELEPHONE
 
Shares may be redeemed by telephone if the shareholder has elected that option
on the Account Application. Under most circumstances, payments will be
transmitted on the next Business Day following receipt of a valid request for
redemption. The shareholder may have the proceeds mailed to his or her address
of record or wired to a commercial bank account previously designated on the
Account Application. Shareholders may request a wire redemption for redemptions
in excess of $500 by calling 1-800-471-1144.
 
Neither the Trust nor the Transfer Agent will be responsible for any loss,
liability, cost or expense for acting upon wire instructions or upon telephone
instructions that it reasonably believes to be genuine. The Trust and the
Transfer Agent will each 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.
 
OTHER INFORMATION REGARDING REDEMPTIONS
 
All redemption orders are effected at the net asset value per share next
determined after receipt of a valid request for redemption. A redemption order
received before 11:00 a.m., Central Time, on any Business Day will be effective
that day and will receive that day's redemption price. Net asset value per share
is determined as of the earlier of 11:00 a.m. (Central Time) or the close of
regular trading on the New York Stock Exchange (normally, 3:00 p.m., Central
Time), on each Business Day. Redeemed shares are not entitled to dividends
declared on the day the redemption order is effective.
 
Payment to shareholders for shares redeemed will be made within 7 days after the
Transfer Agent receives the valid redemption request.
 
See "Purchase and Redemption of Shares" in the Statement of Additional
Information for examples of when the right of redemption may be suspended.
 
THE ADVISER
 
First National Bank of Commerce in New Orleans ("First NBC" or the "Adviser"),
201 St. Charles Avenue, New Orleans, Louisiana 70170, serves as the Fund's
investment adviser under an advisory agreement (the "Advisory Agreement") with
the Trust. The Adviser, through its Trust Group, makes the investment decisions
for the assets of the Fund and continuously reviews, supervises and administers
the investment programs of the Fund, subject to the supervision of, and policies
established by, the Trustees of the Trust.
 
As of September 30, 1997, the Adviser's Trust Group managed approximately $3.2
billion in discretionary investment management accounts for individuals,
corporations and institutions with widely varying investment needs and
objectives. The Trust Group has managed client accounts since 1933 and has
managed money market portfolios for the past nine years.
 
The Glass-Steagall Act restricts the securities activities of national banks
such as First NBC but the Comptroller of the Currency permits national banks to
provide investment advisory and other services to mutual funds. Should the
Comptroller's position be challenged successfully in court or
<PAGE>
8
 
reversed by legislation, the Trust might have to make other investment advisory
arrangements.
 
The Trust's shares are not sponsored, endorsed or guaranteed by, and do not
constitute obligations or deposits of, the Adviser or First Commerce Corporation
and are not insured by the Federal Deposit Insurance Corporation or issued or
guaranteed by the U.S. Government or any of its agencies.
 
The Adviser is entitled to a fee, which is calculated daily and paid monthly, at
an annual rate of .30% of the Fund's average daily net assets. The Adviser may
voluntarily waive a portion of its fee in order to limit the total operating
expenses of Trust Class shares of the Fund. The Adviser reserves the right, in
its sole discretion, to terminate such a voluntary fee waiver at any time. For
the fiscal year ended September 30, 1997, the Adviser was paid an advisory fee
of .30% of the Fund's average net assets.
 
Gerald S. Dugal, Vice President of the Adviser, is the portfolio manager of the
Fund as well as the Trust's Institutional Money Market Fund and Strategic Income
Bond Fund. Mr. Dugal is currently a senior portfolio manager and Manager of
Fixed Income and Trading. Mr. Dugal has over 12 years of experience in portfolio
management, investment trading and research, the past seven with the Adviser. He
is licensed as a general securities principal and a municipal securities
principal.
 
First NBC has also entered into a custodian agreement with the Trust under which
it provides all safekeeping services as required by the Investment Company Act
of 1940 (the "1940 Act"). First NBC is entitled to a custodian fee, calculated
daily and paid monthly, at an annual rate of up to 0.04% of the average daily
net assets of the Fund. It is anticipated that the Trust will pay the Custodian
0.04% of the average daily net assets of the Fund during the fiscal year ending
September 30, 1998.
 
THE ADMINISTRATOR
 
SEI Fund Resources, a Delaware business trust (the "Administrator") has its
principal business offices at Oaks, Pennsylvania 19456. The Trust and the
Administrator are parties to an Administration Agreement (the "Administration
Agreement"). Under the terms of the Administration Agreement, the Administrator
provides the Trust with administrative services, other than investment advisory
services, including all regulatory reporting, necessary office space, equipment,
personnel and facilities.
 
The Administrator is entitled to a fee, which is calculated daily and paid
monthly, at an annual rate of .15% of the Fund's average daily net assets.
 
The Administrator may voluntarily waive a portion of its fees in order to limit
the total operating expenses of the Fund.
 
THE SHAREHOLDER SERVICING AGENT AND TRANSFER AGENT
 
DST Systems, Inc., 1004 Baltimore Street, Kansas City, MO 64105, serves as the
dividend disbursing agent and shareholder servicing agent for the Trust. DST
also acts as transfer agent for the Trust under a Transfer Agent Agreement.
 
THE DISTRIBUTOR
 
The Trust Class shares of the Funds are offered without distribution fees.
 
SEI Investments Distribution Co. (the "Distributor"), Oaks, Pennsylvania 19456,
a wholly-owned subsidiary of SEI Investments Company, and the Trust are parties
to a distribution agreement ("Distribution Agreement").
 
The Fund may execute brokerage or other agency transactions through an affiliate
of the Adviser or through the Distributor, for which the affiliate or the
Distributor may receive "usual and customary" compensation. For further
information, see the Statement of Additional Information.
 
PERFORMANCE
 
From time to time, the Trust may advertise the Fund's "current yield" and
"effective compound yield." These figures will fluctuate, as they are based on
historical earnings; they are not intended to indicate future performance and
the Trust makes no representation concerning actual future yields. The "current
yield" of the Fund refers to the income generated by an investment over a
seven-day period which is then "annualized." That is, the amount of income
generated by an investment during that week is assumed to be generated each week
over a 52-week period and is shown as a percentage of the investment. The
"effective yield"
<PAGE>
9
 
is calculated similarly but, when annualized, the income earned by an investment
is assumed to be reinvested. The "effective yield" will be slightly higher than
the "current yield" because of the compounding effect of this assumed
reinvestment.
 
In addition, the Trust may from time to time compare performance of the Fund to
that of other mutual funds tracked by mutual fund rating services, financial and
business publications and periodicals, broad groups of comparable mutual funds
or unmanaged indices which may assume investment of dividends but generally do
not reflect deductions for administrative and management costs or to other
investment alternatives.
 
The performance of Trust Class shares will be higher than that of Cash Sweep
Class and Retail Class shares because of the distribution fees charged to Cash
Sweep Class and Retail Class shares.
 
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 detailed explanation of the federal,
state, or local income tax treatment of the Fund or its shareholders. In
addition, state and local tax consequences of an investment in the Fund may
differ from the federal income tax consequences described below. Accordingly,
shareholders are urged to consult with their tax advisers regarding specific
questions as to federal, state and local income taxes. Additional information
concerning taxes is set forth in the Statement of Additional Information.
 
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 for the
special tax treatment afforded regulated investment companies as defined under
Subchapter M of the Internal Revenue Code of 1986, as amended, so as to be
relieved of federal income tax on that part of its net investment company
taxable income, and net capital gain (the excess of net long-term capital gains
over net short-term capital losses) distributed to shareholders.
 
TAX STATUS OF DISTRIBUTIONS
 
The Fund will distribute all of its net investment income (including net
short-term capital gains) to shareholders. Dividends from net investment company
taxable income are taxable to shareholders as ordinary income (whether received
in cash or in additional shares) to the extent of the Fund's earnings and
profits. Net capital gains will be distributed at least annually and will be
taxed to shareholders as a 20% rate gain distribution (taxed at a rate of 20%)
or a 28% rate gain distribution (taxed at a rate of 28%), depending upon the
designation by the Fund (such designation being dependent upon the Fund's
holding period in the underlying asset generating the net capital gain),
regardless of how long the shareholders have held their shares and regardless of
whether the distributions are received in cash or additional shares. If no
designation is made regarding a capital gain dividend, it will be classified as
a 28% rate gain distribution, and, thus, taxed at a rate of 28%. Dividends and
distributions of capital gains paid by the Fund do not qualify for the dividends
received deduction for corporate shareholders. The Fund will provide annual
reports to shareholders of the federal income tax status of all distributions.
 
Dividends declared by the Fund in October, November or December of any year and
payable to shareholders of record on a date in one of those months will be
deemed to have been paid by the Fund and received by the shareholders on
December 31 of the year declared, if paid by the Fund at any time during the
following January.
 
With respect to investments in U.S. Treasury STRIPS, which are sold with
original issue discount and 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
all of its net investment income to its shareholders, the Fund may have to sell
portfolio securities to distribute such imputed income, which may occur at a
time when the Adviser would not have chosen to sell such securities and which
may result in a taxable gain or loss.
<PAGE>
10
 
Investment income received directly by the Fund on Treasury Obligations is
exempt from income tax at the state level and may be exempt, depending on the
state, when received by a shareholder as income dividends from the Fund provided
certain state-specific conditions are satisfied. Interest received on repurchase
agreements collateralized by Treasury Obligations normally is not exempt from
state taxation. The Fund will inform shareholders annually of the percentage of
income and distributions derived from Treasury Obligations. Shareholders should
consult their tax advisers to determine whether any portion of the income
dividends received from the Fund is considered tax exempt in their particular
states.
 
The Fund intends to make sufficient distributions prior to the end of each
calendar year to avoid liability for federal excise tax applicable to regulated
investment companies.
 
A sale, exchange or redemption of a Fund's shares generally is a taxable
transaction to the shareholder.
 
GENERAL INFORMATION
 
THE TRUST
 
The Trust was organized as a Massachusetts business trust under a Declaration of
Trust dated June 29, 1993. The Declaration of Trust permits the Trust to offer
separate series of shares or "funds" and different classes of each fund. In
addition to the Fund, the Trust offers the following funds: Institutional Money
Market Fund, Tax Exempt Money Market Fund, Government Securities Fund, Louisiana
Tax-Free Income Fund, Strategic Income Bond Fund, Balanced Fund, Value Equity
Fund, Growth Equity Fund, Small Cap Equity Fund and International Equity 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 reserves the right to create and issue shares of additional
funds.
 
The Fund pays its operating 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 and
insurance expenses, and pays additional expenses including litigation and other
extraordinary expenses, brokerage costs, interest charges, taxes and
organization expenses.
 
TRUSTEES OF THE TRUST
 
The management and affairs of the Trust are supervised by the Trustees under the
laws of the Commonwealth of Massachusetts. The Trustees have approved contracts
under which, as described above, certain companies provide essential management,
administrative and shareholder services to the Trust.
 
VOTING RIGHTS
 
Each share held entitles the shareholder of record to one vote. Each fund or
class will vote separately on matters relating solely to that fund or class. As
a Massachusetts business trust, the Trust is not required to hold annual
meetings of shareholders but meetings of shareholders will be held from time to
time to seek approval for certain changes in the operation of the Trust and for
the election of Trustees under certain circumstances. In addition, a Trustee may
be 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.
 
REPORTING
 
The Trust issues unaudited financial information semiannually and audited
financial statements annually. The Trust furnishes periodic reports to
shareholders of record, and, as necessary, proxy statements for shareholder
meetings.
 
SHAREHOLDER INQUIRIES
 
Shareholder inquiries should be directed to Marquis Funds, P.O. Box 419316,
Kansas City, MO 64141-6316 or by calling 1-800-471-1144.
 
DIVIDENDS
 
The net investment income (not including capital gains) of the Fund is
determined and declared on each Business Day as a dividend for shareholders of
record as of the close of business on that day. Shareholders who own shares at
the close of
<PAGE>
11
 
business on the record date will be entitled to receive the dividend. Currently,
capital gains of the Fund, if any, will be distributed at least annually.
Dividends are paid by the Fund in Federal funds or in additional shares at the
discretion of the shareholder on the first business day of each month.
 
The amount of dividends payable on Trust Class shares will be more than the
dividends payable on Retail Class and Cash Sweep shares because of the
distribution fees paid by Retail Class and Cash Sweep shares.
 
COUNSEL AND INDEPENDENT PUBLIC ACCOUNTANTS
 
Morgan, Lewis & Bockius LLP serves as counsel to the Trust. Arthur Andersen LLP
serves as the independent public accountants of the Trust.
 
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS
 
The following is a description of the permitted investments and investment
practices for the Fund and associated risk factors. Further discussion is
contained in the Statement of Additional Information.
 
U.S. TREASURY OBLIGATIONS -- U.S. Treasury obligations consist of 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"). The Fund does not expect to trade STRIPS
actively.
 
Any guaranty by the U.S. Treasury of the securities in which the Fund invests
guarantees only the payment of principal and interest on the guaranteed security
and does not guarantee the yield or value of that security or the yield or value
of shares of the Fund.
 
REPURCHASE AGREEMENTS -- Repurchase agreements are agreements by which the Fund
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. Repurchase
agreements must be fully collateralized at all times. 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. The Fund will
enter into repurchase agreements only with financial institutions deemed to
present minimal risk of bankruptcy during the term of the agreement based on
established guidelines. Repurchase agreements are considered loans under the
1940 Act.
<PAGE>
12
 
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                         <C>
Summary...................................................................     2
Expense Summary...........................................................     3
Financial Highlights......................................................     4
The Trust.................................................................     5
Investment Objective and Policies.........................................     5
Investment Limitations....................................................     5
Purchase of Shares........................................................     5
Exchanges.................................................................     6
Redemption of Shares......................................................     7
The Adviser...............................................................     7
 
The Administrator.........................................................     8
The Shareholder Servicing Agent and Transfer Agent........................     8
The Distributor...........................................................     8
Performance...............................................................     8
Taxes.....................................................................     9
General Information.......................................................    10
Description of Permitted Investments and Risk Factors.....................    11
</TABLE>
<PAGE>
MARQUIS FUNDS-REGISTERED TRADEMARK-
 
               Investment Adviser:
               FIRST NATIONAL BANK OF COMMERCE IN NEW ORLEANS
 
          -   TREASURY SECURITIES MONEY MARKET FUND
          -   TAX EXEMPT MONEY MARKET FUND
 
MARQUIS FUNDS-Registered Trademark- (the "Trust") is a mutual fund that offers a
convenient and economical means of investing in one or more professionally
managed portfolios of securities. This Prospectus offers the CASH SWEEP CLASS
shares of the TREASURY SECURITIES MONEY MARKET FUND and TAX EXEMPT MONEY MARKET
FUND (the "Funds"), each a separate series of the Trust.
 
This Prospectus sets forth concisely the information about the Funds and the
Trust that a prospective investor should know before investing in the Funds.
Investors are advised to read this Prospectus and retain it for future
reference. A Statement of Additional Information dated February 1, 1998, as
supplemented from time to time, has been filed with the Securities and Exchange
Commission (the "SEC") and is available without charge by calling
1-800-471-1144. The Statement of Additional Information is incorporated into
this Prospectus by reference.
 
AN INVESTMENT IN THE FUNDS IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT AND THERE CAN BE NO ASSURANCE THAT THE FUNDS WILL BE ABLE TO MAINTAIN
A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
 
 THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
 ENDORSED BY ANY BANK, INCLUDING FIRST NATIONAL BANK OF COMMERCE IN NEW ORLEANS
 OR ANY OF ITS AFFILIATES OR CORRESPONDENTS, INCLUDING FIRST COMMERCE
 CORPORATION. THE TRUST'S SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
 DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
 GOVERNMENT AGENCY. INVESTMENT IN THE SHARES INVOLVES RISK, INCLUDING POSSIBLE
 LOSS OF THE PRINCIPAL AMOUNT INVESTED.
 
FEBRUARY 1, 1998
MRQ-F-019-02
<PAGE>
2
 
                                    SUMMARY
 
      Marquis Funds-Registered Trademark- (the "Trust") is an open-end
  management investment company providing a convenient way to invest in
  professionally managed portfolios of securities. This Summary provides basic
  information about the Cash Sweep Class shares of the Trust's Treasury
  Securities Money Market Fund (the "Treasury Fund") and Tax Exempt Money
  Market Fund (the "Tax Exempt Fund") (together, the "Funds"). Each Fund is a
  separate series of the Trust.
 
      WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS?  The
  TREASURY FUND seeks to preserve principal value and maintain a high degree
  of liquidity while providing current income by investing exclusively in
  obligations issued by the U.S. Treasury and in repurchase agreements
  involving such obligations. The TAX EXEMPT FUND seeks to preserve principal
  value and maintain a high degree of liquidity while providing current income
  exempt from Federal income taxes by investing, under normal market
  conditions, at least 80% of its net assets in eligible securities issued by
  or on behalf of the states, territories, and possessions of the United
  States and the District of Columbia and their political subdivisions,
  agencies, and instrumentalities, the interest on which is exempt from
  Federal income tax. There can be no assurance that either Fund will achieve
  its investment objective.
 
      WHAT ARE THE RISKS INVOLVED WITH AN INVESTMENT IN THE FUNDS?  While each
  Fund seeks to maintain a net asset value of $1.00 per share, there can be no
  assurance that either Fund will be able to do this on a continuous basis.
  There may be other risks involved in the ownership of money market mutual
  funds.
 
      ARE MY INVESTMENTS INSURED?  Any guaranty by the U.S. Government, its
  agencies or instrumentalities of the securities in which either Fund invests
  guarantees only the payment of principal and interest on the guaranteed
  security and does not guarantee the yield or value of that security or the
  yield or value of shares of that Fund. The Trust's shares are not federally
  insured by the FDIC or any other government agency.
 
      For more information about each Fund, see "Investment Objective and
  Policies," "General Investment Policies" and "Description of Permitted
  Investments and Risk Factors."
 
      WHO IS THE ADVISER?  The Trust Group of First National Bank of Commerce
  in New Orleans serves as the investment adviser of each Fund. Additionally,
  Weiss, Peck & Greer, L.L.C. serves as investment sub-adviser (the
  "sub-adviser") to the Tax Exempt Fund. See "Expense Summary," "The Adviser"
  and "The Sub-Adviser."
 
      WHO IS THE ADMINISTRATOR?  SEI Fund Resources serves as the
  administrator of the Trust. See "Expense Summary" and "The Administrator."
 
      WHO IS THE TRANSFER AGENT?  DST Systems, Inc. serves as shareholder
  servicing agent, transfer agent and dividend disbursing agent for the Trust.
  See "The Shareholder Servicing Agent and Transfer Agent."
 
      WHO IS THE DISTRIBUTOR?  SEI Investments Distribution Co. serves as
  distributor of the Trust's shares. See "The Distributor."
 
      HOW DO I PURCHASE AND REDEEM SHARES?  Purchases and redemptions may be
  made through the Transfer Agent or financial institutions, including the
  Adviser, that provide distribution assistance or shareholder services to the
  Trust on any day when the New York Stock Exchange and Federal Reserve wire
  system are open for business (a "Business Day"). A purchase order will be
  effective as of the Business Day received by the Transfer Agent if the
  Transfer Agent receives an order and payment with readily available funds
  prior to the time the Funds calculate their net asset value, normally 11:00
  a.m., Central Time. To purchase shares by wire, you must first call
  1-800-471-1144. Redemption orders placed with the Transfer Agent prior to
  11:00 a.m., Central Time on any Business Day will be effective that day. The
  Funds also offer both an Automatic Investment Plan and a Systematic
  Withdrawal Plan. The purchase and redemption price for shares is the net
  asset value per share determined as of the end of the day the order is
  effective. Cash Sweep Class shares of the Treasury Fund and Tax Exempt Fund,
  absent any fee waivers, are subject to annual distribution fees of .75% of
  their respective average daily net assets. See "Purchase of Shares" and
  "Redemption of Shares."
 
      HOW ARE DIVIDENDS PAID?  Substantially all of the net investment income
  (exclusive of capital gains) of each Fund is distributed in the form of
  monthly dividends. Any capital gain is distributed at least annually.
  Dividends are paid in additional shares unless the shareholder elects to
  take payment in cash on the first Business Day of each month. See
  "Dividends."
<PAGE>
3
 
                                EXPENSE SUMMARY
 
SHAREHOLDER TRANSACTION EXPENSES                                CASH SWEEP CLASS
 
<TABLE>
<CAPTION>
                                                                  TREASURY          TAX EXEMPT
                                                                MONEY MARKET       MONEY MARKET
                                                                    FUND               FUND
- --------------------------------------------------------------------------------------------------
<S>                                                           <C>                <C>
Maximum Sales Load Imposed on Purchases.....................           None               None
Maximum Sales Load Imposed on Reinvested Dividends..........           None               None
Maximum Contingent Deferred Sales Charge....................           None               None
Wire Redemption Fee.........................................      $      25          $      25
Exchange Fee................................................           None               None
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
</TABLE>
 
ANNUAL OPERATING EXPENSES
(as a percentage of average net assets)
 
<TABLE>
<CAPTION>
                                                                  TREASURY          TAX EXEMPT
                                                                MONEY MARKET       MONEY MARKET
                                                                    FUND               FUND
- --------------------------------------------------------------------------------------------------
<S>                                                           <C>                <C>
Management Fees (after fee waivers) (1).....................           .30%               .44%
12b-1 Fees (after fee waivers) (1)..........................           .50%               .60%
Other Expenses (after fee waivers) (1)......................           .20%               .21%
- --------------------------------------------------------------------------------------------------
Total Operating Expenses (after fee waivers) (2)............          1.00%              1.25%
- --------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------
</TABLE>
 
(1) The Adviser and the Administrator have voluntarily agreed to waive their
    fees and the Distributor has voluntarily agreed to waive 12b-1 fees to the
    extent necessary to keep "Total Operating Expenses" for the Cash Sweep Class
    shares of the Treasury Fund and Tax Exempt Fund from exceeding 1.00% and
    1.25%, respectively. The Adviser, Administrator and the Distributor reserve
    the right to terminate their waivers at any time in their sole discretion.
    Absent such waivers, the Management Fees for the Tax Exempt Fund would be
    .45%, Other Expenses for the Tax Exempt Fund would be .25% and the 12b-1 fee
    for the Cash Sweep Class shares of the Funds would be .75%.
 
(2) Absent the Adviser's, the Administrator's and the Distributor's voluntary
    fee waivers, Total Operating Expenses for Cash Sweep Class shares of the
    Treasury Fund and Tax Exempt Fund would be 1.25% and 1.45%, respectively.
<PAGE>
4
 
EXAMPLE
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
                                                                                           10
                                                              1 YR.    3 YRS.   5 YRS.    YRS.
- -----------------------------------------------------------------------------------------------
<S>                                                           <C>      <C>      <C>      <C>
You would pay the following expenses on a $1,000 investment
  in Cash Sweep Class shares assuming (1) 5% annual return
  and (2) redemption at the end of each time period:
    Treasury Securities Money Market Fund...................   $ 10     $ 32     $ 55     $122
    Tax Exempt Money Market Fund............................   $ 13     $ 40     $ 69     $151
- -----------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------
</TABLE>
 
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
 
The purpose of this table is to assist the investor in understanding the various
costs and expenses that may be directly or indirectly borne by investors in Cash
Sweep Class shares of the Funds. The information set forth in the foregoing
table and example relates only to Cash Sweep Class shares. Shareholders
purchasing shares through a financial institution may be charged additional
account fees by that institution. Additional information may be found under "The
Adviser," "The Administrator" and "The Distributor."
 
FINANCIAL HIGHLIGHTS
 
The following financial highlights for a share outstanding throughout each
period ended September 30 have been audited by Arthur Andersen LLP, independent
public accountants, whose report thereon was unqualified. This information
should be read in conjunction with the Trust's financial statements and notes
thereto which are incorporated by reference into the Statement of Additional
Information under the heading "Financial Information." Additional performance
information is set forth in the Trust's 1997 Annual Report to Shareholders and
is available upon request and without charge by calling 1-800-471-1144. Because
the Cash Sweep Class Shares of the Tax Exempt Money Market Fund had not been
introduced as of September 30, 1997, no financial highlights are presented for
the Fund's Cash Sweep Class Shares.
 
For a Cash Sweep Class Share Outstanding Throughout the Period ended September
30, 1997
<TABLE>
<CAPTION>
                                                          REALIZED
                                                             AND                           NET
                                NET ASSET                UNREALIZED    DISTRIBUTIONS      ASSET
                                  VALUE        NET        GAINS OR        FROM NET        VALUE
                                BEGINNING   INVESTMENT   (LOSSES) ON     INVESTMENT      END OF       TOTAL
                                OF PERIOD     INCOME     INVESTMENTS       INCOME        PERIOD      RETURN
- -------------------------------------------------------------------------------------------------------------
<S>                             <C>         <C>          <C>           <C>              <C>         <C>
                                TREASURY SECURITIES MONEY MARKET FUND--CASH SWEEP CLASS
- -------------------------------------------------------------------------------------------------------------
1997 (1)......................    $1.00       $0.03         --             $(0.03)        $1.00        4.46%*
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
 
<CAPTION>
                                                                                    RATIO OF
                                                                                       NET
                                                        RATIO OF      RATIO OF     INVESTMENT
                                NET                        NET       EXPENSES TO    INCOME TO
                               ASSETS     RATIO OF     INVESTMENT      AVERAGE       AVERAGE
                               END OF    EXPENSES TO    INCOME TO    NET ASSETS    NET ASSETS
                               PERIOD      AVERAGE       AVERAGE     (EXCLUDING    (EXCLUDING
                               (000)     NET ASSETS    NET ASSETS     WAIVERS)      WAIVERS)
- ----------------------------------------------------------------------------------------------
<S>                             <C>      <C>           <C>           <C>           <C>
 
                              TREASURY SECURITIES MONEY MARKET FUND--CASH SWEEP CLASS
- ----------------------------------------------------------------------------------------------
1997 (1)......................$202,212       1.00%*        4.57%*        1.25%*        4.32%*
- ----------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------
</TABLE>
 
* Annualized.
(1) Commenced operations on February 26, 1997.
<PAGE>
5
 
THE TRUST
 
MARQUIS FUNDS-REGISTERED TRADEMARK- (the "Trust") is an open-end management
investment company that offers units of beneficial interest ("shares") in the
Funds. Each of the Funds offered by this Prospectus is a diversified fund. There
are three separate classes of shares: Trust Class (Treasury Fund only), Retail
Class and Cash Sweep Class which provide for variations in distribution costs,
voting rights and dividends. Except for these differences between classes, each
share of each Fund represents an undivided, proportionate interest in that Fund.
This Prospectus relates to the Cash Sweep Class shares of the Funds. Information
regarding the Trust Class shares of the Treasury Fund, Retail Class shares of
both Funds and the Trust's other funds is contained in separate prospectuses
that may be obtained by calling 1-800-471-1144.
 
INVESTMENT OBJECTIVE AND POLICIES FOR THE TREASURY FUND
 
The TREASURY FUND seeks to preserve principal value and maintain a high degree
of liquidity while providing current income. There can be no assurance that the
Fund will be able to achieve its investment objective.
 
The Fund invests exclusively in obligations issued by the U.S. Treasury
("Treasury Obligations") and backed by its full faith and credit, and in
repurchase agreements involving such obligations.
 
INVESTMENT OBJECTIVE AND POLICIES FOR THE TAX EXEMPT FUND
 
The TAX EXEMPT FUND seeks to preserve principal value and maintain a high degree
of liquidity while providing current income exempt from Federal income taxes.
There can be no assurance that the Fund will be able to achieve its investment
objective.
 
Under normal market conditions, the Fund will invest at least 80% of its net
assets in eligible securities issued by or on behalf of the states, territories
and possessions of the United States and the District of Columbia and their
political subdivisions, agencies and instrumentalities, the interest on which is
exempt from Federal income tax (collectively, "Municipal Securities"). The Fund
will invest at least 80% of its assets in Municipal Securities the interest on
which is not treated as a preference item for purposes of the federal
alternative minimum tax. This investment policy is a fundamental policy of the
Fund. The Fund will purchase municipal bonds, municipal notes, municipal lease
obligations, tax-exempt money market mutual funds, and tax-exempt commercial
paper rated in the two highest short-term rating categories by a nationally
recognized statistical rating organization (an "NRSRO") in accordance with
Securities and Exchange Commission ("SEC") regulations at the time of investment
or, if not rated, determined by the Adviser to be of comparable quality. Since
the Fund often purchases securities supported by credit enhancements from banks
and other financial institutions, changes in the credit quality of these
institutions could cause losses to the Fund and affect its share price.
 
The Adviser will not invest more than 25% of Fund assets in Municipal Securities
(a) whose issuers are located in the same state or (b) the interest on which is
derived from revenues of similar type projects. This restriction does not apply
to Municipal Securities in any of the following categories: public housing
authorities; general obligations of states and localities; state and local
housing finance authorities; or municipal utilities systems.
 
The Tax Exempt Fund may purchase municipal obligations with demand features,
including variable and floating rate obligations. In addition, the Fund may
invest in commitments to purchase securities on a "when issued" basis and
purchase securities subject to a standby commitment.
 
The Tax Exempt Fund may purchase securities on a when-issued or delayed basis
only when settlement takes place within 15 days of the purchase of such
securities.
 
The Tax Exempt Fund may invest up to 20% of the Fund's net assets in the
aggregate in taxable money market instruments, taxable money market mutual
funds, and securities subject to the alternative minimum tax. Taxable money
market instruments in which the Fund may invest consist of (i) bankers'
acceptances, certificates of deposits, notes and time deposits of highly-rated
U.S. banks and U.S. branches of foreign banks, (ii) U.S. Treasury obligations
and obligations issued or guaranteed by the agencies and instrumentalities of
the U.S. Government, including STRIPs; (iii) high quality commercial paper
issued by U.S. and foreign corporations; (iv) debt obligations with a maturity
of one year or less issued by corporations with
<PAGE>
6
 
outstanding high-quality commercial paper; (v) receipts and (vi) repurchase
agreements involving any of the foregoing obligations entered into with
highly-rated banks and broker-dealers.
 
The Tax Exempt Fund may engage in securities lending and may also borrow money
in amounts up to 33 1/3% of its net assets.
 
GENERAL INVESTMENT POLICIES
 
Each Fund complies with regulations of the SEC applicable to money market funds.
These regulations impose certain quality, maturity and diversification
restraints on investments by a Fund. Under these regulations, each Fund will
maintain a dollar-weighted average portfolio maturity of 90 days or less, and
will acquire only obligations with remaining maturities of 397 days or less.
Each Fund will attempt to maintain a net asset value of $1.00 per share,
although there can be no assurance that it will be able to do so.
 
For additional information regarding permitted investments, investment practices
and risks, see "Description of Permitted Investments and Risk Factors."
 
INVESTMENT LIMITATIONS
 
The following investment limitations are fundamental policies of the Funds.
Fundamental policies cannot be changed with respect to a Fund without the
consent of the holders of a majority of that Fund's outstanding shares.
 
A Fund may not:
 
1.  Purchase securities of any issuer (except securities issued or guaranteed by
the United States, its agencies or instrumentalities and 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. This restriction
applies to 75% of the Tax Exempt Fund's assets.
 
2.  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 (i) investments in the obligations issued or
guaranteed by the U.S. Government or its agencies and instrumentalities, and
repurchase agreements involving such securities; and, with respect to the Tax
Exempt Fund, (ii) tax-exempt securities issued by governments or political
subdivisions of governments.
 
3.  Make loans except that the Fund may (i) purchase or hold debt instruments in
accordance with its investment objectives and policies; (ii) enter into
repurchase agreements; and, with respect to the Tax Exempt Fund, (iii) engage in
securities lending as described in this Prospectus and in the Statement of
Additional Information.
 
Additional investment limitations are set forth in the Statement of Additional
Information.
 
PURCHASE OF SHARES
 
Investors may purchase Cash Sweep Class shares of a Fund directly from the
Trust's shareholder servicing and transfer agent, DST Systems, Inc., or an
authorized sub-transfer agent (collectively, the "Transfer Agent"), by mail, by
wire, or through an automatic investment plan. Shares may also be purchased
through broker-dealers, including Marquis Investments, LLC, that have
established a dealer agreement with SEI Investments Distribution Co., the
Trust's distributor (the "Distributor"). Cash Sweep Class shares of the Funds
are sold on a continuous basis.
 
BY MAIL
 
You may purchase Cash Sweep Class shares of a 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 "Marquis Funds (Fund Name)," to
Marquis Funds at P.O. Box 419316, Kansas City, MO 64141-6316. You may purchase
additional shares at any time by mailing payment to the Transfer Agent. Orders
placed by mail will be executed on receipt of your payment. If your check does
not clear, your purchase will be cancelled and you could be liable for any
losses or fees incurred.
 
Third party checks, credit cards, credit card checks and cash will not be
accepted. When purchases are made by check, redemption proceeds will not be
forwarded until the investment being redeemed has been in the account for 15
days.
 
You may obtain Account Application forms by calling 1-800-471-1144.
<PAGE>
7
 
BY WIRE
 
You may purchase Cash Sweep Class shares of a Fund by wiring Federal funds,
provided that your Account Application has been previously received. You must
wire funds to the Transfer Agent and the wire instructions must include your
account number. You must call 1-800-471-1144 before wiring any funds. An order
to purchase shares by Federal funds wire will be deemed to have been received by
the Fund on the Business Day (defined below) of the wire, provided that the
shareholder notifies the Transfer Agent prior to the time the Funds calculate
their net asset value, normally 11:00 a.m., Central Time. If the Transfer Agent
does not receive notice by the time the Funds calculate their net asset value,
normally 11:00 a.m., Central Time, on the Business Day of the wire, the order
will be executed on the next Business Day.
 
AUTOMATIC INVESTMENT PLAN ("AIP")
 
You may arrange for periodic additional investments in a Fund through automatic
deductions by Automated Clearing House ("ACH") from a checking account by
completing an AIP Application Form. The minimum pre-authorized investment amount
is $50 per month. An AIP Application Form may be obtained by calling
1-800-471-1144. The AIP is available only for additional investments for an
existing account.
 
GENERAL INFORMATION REGARDING PURCHASES
 
You may purchase Cash Sweep Class shares of a Fund on any day the New York Stock
Exchange and the Federal Reserve wire system are open for business ("Business
Days").
 
The minimum initial investment in Cash Sweep Class shares of a Fund is $2,500
($500 minimum for individual retirement accounts and employees of the Adviser or
its affiliates); however, the Distributor may waive the minimum investment at
its discretion. Subsequent purchases of shares must be at least $100, except for
purchases through the AIP and payroll deductions, which must be at least $50.
 
A purchase order for shares will be effective, and eligible to receive dividends
declared that same day, on the Business Day the order is received by the
Transfer Agent if it receives the order and payment before the time the Funds
calculate their net asset value, normally 11:00 a.m., Central Time. A purchase
order received (with payment) after this time will be effective on the next
Business Day. The purchase price of Cash Sweep Class shares of a Fund is the net
asset value per share next computed after the order is received and accepted by
the Trust. Each Fund expects to maintain its net asset value per share constant
at $1.00. The net asset value will be determined as of the earlier of 11:00 a.m.
(Central Time) or the close of regular trading on the New York Stock Exchange
(normally, 3:00 p.m., Central Time). The net asset value per share of a Fund is
determined by dividing the total value of its investments and other assets, less
any liabilities, by its total outstanding shares. Each Fund's net asset value
per share is calculated as of each Business Day and is based on the amortized
cost method described in the Statement of Additional Information.
 
The Trust reserves the right to reject a purchase order for shares when the
Distributor determines that it is not in the best interest of the Trust and/or
its shareholders to accept such order.
 
Shareholders of record who desire to transfer registration of their shares
should call 1-800-471-1144.
 
PURCHASES THROUGH FINANCIAL INSTITUTIONS
 
Shares may also be purchased through financial institutions, including the
Adviser, that provide distribution assistance or shareholder services to the
Trust. Shares purchased by persons ("Customers") through financial institutions
may be held of record by the financial institution. Financial institutions may
impose an earlier cut-off time for receipt of purchase orders directed through
them to allow for processing and transmittal of these orders to the Transfer
Agent for effectiveness the same day. Customers should contact their financial
institution for information as to that institution's procedures for transmitting
purchase, exchange or redemption orders to the Trust.
 
Customers who desire to transfer the registration of shares beneficially owned
by them but held of record by a financial institution should contact the
institution to accomplish the transfer. Certain financial institutions may be
required under state law to register as broker/dealers.
 
Depending upon the terms of a particular Customer account, a financial
institution may charge Customer account fees. Information concerning these
services
<PAGE>
8
 
and any charges will be provided to the Customer by the financial institution.
 
EXCHANGES
 
You may exchange your shares for Class A or Class B shares of other funds of the
Trust. You will be subject to the applicable sales charge on exchange unless you
qualify for a sales load waiver.
 
You must have received a current prospectus of the Trust's other fund into which
you wish to move your investment (the "new" fund) before the exchange will be
effected. Exchanges will be made only after instructions in writing or by
telephone (an "Exchange Request") are received by the Transfer Agent. If an
Exchange Request in good order is received by DST by 3:00 p.m. Central Time, on
any Business Day, the exchange will occur on that day. The exchange privilege
may be exercised only in those states where the class or shares of the new fund
may legally be sold.
 
Customers who beneficially own shares held of record by a financial institution
should contact that institution if they wish to exchange shares. The institution
will contact the Transfer Agent and effect the exchange on behalf of the
Customer.
 
The Trust reserves the right to change the terms or conditions of the exchange
privilege discussed herein upon 60 days' notice.
 
REDEMPTION OF SHARES
 
You may redeem your shares without charge on any Business Day. There is,
however, a $25 charge for wiring redemption proceeds. Shares may be redeemed by
mail, by telephone or through a systematic withdrawal plan. Investors who own
shares held of record by a financial institution should contact that financial
institution for information on how to redeem shares. Shares cannot be redeemed
by Federal Reserve wire on Federal holidays restricting wire transfers.
 
BY MAIL
 
A written request for redemption must be received by the Transfer Agent in order
to constitute a valid redemption request.
 
If the redemption request exceeds $5,000 or if the request directs the proceeds
to be sent or wired to a shareholder or an address different from that on
record, the Transfer Agent may require that the signature on the written
redemption request be guaranteed. You should be able to obtain a signature
guarantee from a bank, broker, dealer, credit union, securities exchange or
association, clearing agency or savings association. A notary public cannot
guarantee signatures.
 
BY TELEPHONE
 
You may redeem your shares by telephone if you have elected that option on your
Account Application. Under most circumstances, payments will be transmitted on
the next Business Day following receipt of a valid request for redemption. You
may have the proceeds mailed to your address of record or wired to a commercial
bank account previously designated on your Account Application. There is no
charge for having redemption proceeds mailed to you or to a designated bank
account, but there is a charge for wiring redemption proceeds.
 
You may request a wire redemption for redemptions in excess of $500 by calling
1-800-471-1144, however a wire charge of $25 will be deducted from the amount of
the wire redemption.
 
Neither the Trust nor the Transfer Agent will be responsible for any loss,
liability, cost or expense for acting upon wire instructions or upon telephone
instructions that it reasonably believes to be genuine. The Trust and the
Transfer Agent will each 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. When market conditions are
extremely busy, it is possible that you may experience difficulties placing
redemption orders by telephone, and may wish to place them by mail.
 
SYSTEMATIC WITHDRAWAL PLAN ("SWP")
 
The Trust offers a Systematic Withdrawal Plan which you may use to receive
regular distributions from your account. Upon commencement of the SWP, your
account must have a current value of $5,000 or more. You may elect to receive
automatic payments via check or ACH of $100 or more on a monthly, quarterly,
semi-annual or annual basis. You may obtain a SWP Application Form by calling
1-800-471-1144.
 
To participate in the SWP, you must have your dividends automatically
reinvested. You should realize that if your automatic withdrawals exceed income
dividends, your invested principal in the account will be depleted. Thus,
depending on the
<PAGE>
9
 
frequency and amounts of the withdrawal payments and/or any fluctuations in the
net asset value per share, your original investment could be exhausted entirely.
You may change or cancel the SWP at any time on written notice to the Transfer
Agent.
 
OTHER INFORMATION REGARDING REDEMPTIONS
 
All redemption orders are effected at the net asset value per share next
determined after receipt of a valid request for redemption. A redemption order
received before 11:00 a.m., Central Time, on any Business Day will be effective
that day and will receive that day's redemption price. Net asset value per share
is determined as of the earlier of 11:00 a.m. (Central Time) or the close of
regular trading on the New York Stock Exchange (normally 3:00 p.m., Central
Time), on each Business Day. Redeemed shares are not entitled to dividends
declared on the day the redemption order is effective.
 
Payment to shareholders for shares redeemed will be made within 7 days after the
Transfer Agent receives the valid redemption request. At various times, however,
a Fund may be requested to redeem shares for which it has not yet received good
payment. When purchases are made by check, redemption proceeds will not be
forwarded until the investment being redeemed has been in the account for
fifteen days.
 
Due to the relatively high costs of handling small investments, each Fund
reserves the right to redeem your shares at their net asset value if, because of
redemptions, your account in that Fund has a value of less than the minimum
initial purchase amount (normally $2,500; $500 for individual retirement
accounts and for employees of the Adviser or its affiliates). Accordingly, if
you purchase shares of a Fund in only the minimum investment amount, you may be
subject to involuntary redemption if you redeem any shares. Before a Fund
exercises its right to redeem your shares, you will be given notice that the
value of the shares in your 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 the minimum amount.
 
THE ADVISER
 
First National Bank of Commerce in New Orleans ("First NBC" or the "Adviser"),
201 St. Charles Avenue, New Orleans, Louisiana 70170, acts as each Fund's
investment adviser under an advisory agreement (the "Advisory Agreement") with
the Trust. The Adviser, through its Trust Group, makes the investment decisions
for the assets of the Funds and continuously reviews, supervises and administers
the investment programs of the Treasury Fund, subject to the supervision of, and
policies established by, the Trustees of the Trust. With respect to the Tax
Exempt Fund, the Adviser has delegated these responsibilities, subject to its
supervision, to the sub-adviser.
 
As of September 30, 1997, the Adviser's Trust Group managed approximately $3.2
billion in discretionary investment management accounts for individuals,
corporations and institutions with widely varying investment needs and
objectives. The Trust Group has managed client accounts since 1933 and has
managed money market portfolios for the past nine years.
 
The Glass-Steagall Act restricts the securities activities of national banks
such as First NBC but the Comptroller of the Currency permits national banks to
provide investment advisory and other services to mutual funds. Should the
Comptroller's position be challenged successfully in court or reversed by
legislation, the Trust might have to make other investment advisory
arrangements.
 
The Trust's shares are not sponsored, endorsed or guaranteed by, and do not
constitute obligations or deposits of, the Adviser or First Commerce Corporation
and are not insured by the Federal Deposit Insurance Corporation or issued or
guaranteed by the U.S. Government or any of its agencies.
 
The Adviser is entitled to a fee, which is calculated daily and paid monthly, at
an annual rate of .30% of the Treasury Fund's average daily net assets and 0.45%
of the Tax Exempt Fund's average daily net assets. The Adviser may voluntarily
waive a portion of its fee in order to limit the total operating expenses of the
Funds. The Adviser reserves the right, in its sole discretion, to terminate
these voluntary fee waivers at any time. For the fiscal year ended September 30,
1997, the Adviser was paid an advisory fee of .30% of the Treasury Fund's
average
<PAGE>
10
 
net assets and .44% of the Tax Exempt Fund's average net assets.
 
Gerald S. Dugal, Vice President of the Adviser, is the portfolio manager of the
Treasury Securities Money Market Fund as well as the Trust's Institutional Money
Market Fund and Strategic Income Bond Fund. Mr. Dugal is currently a senior
portfolio manager and Manager of Fixed Income and Trading. Mr. Dugal has over 12
years of experience in portfolio management, investment trading and research,
the past seven with the Adviser. He is licensed as a general securities
principal and a municipal securities principal.
 
First NBC has also entered into a custodian agreement with the Trust under which
it provides all safekeeping services as required by the Investment Company Act
of 1940 (the "1940 Act"). First NBC is entitled to a custodian fee, calculated
daily and paid monthly, at an annual rate of up to 0.04% of the average daily
net assets of each Fund. It is anticipated that the Trust will pay the Custodian
0.04% of the average daily net assets of each Fund during the fiscal year ending
September 30, 1998.
 
THE SUB-ADVISER
 
Weiss, Peck & Greer, L.L.C. ("WPG") serves as the Tax Exempt Fund's investment
sub-adviser under a sub-advisory agreement (the "Sub-Advisory Agreement") with
the Adviser. Under the Sub-Advisory Agreement, WPG invests the assets of the
Fund on a daily basis, and continuously administers the investment program of
the Fund.
 
WPG is a limited liability company founded as a limited partnership in 1970, and
engages in investment management, venture capital management and management
buyouts. Since its founding, WPG has been active in managing portfolios of tax
exempt securities. As of September 30, 1997, WPG managed over $14.6 billion in
assets, $2 billion of which is invested in tax exempt money market funds. The
principal business address of WPG is One New York Plaza, New York, N.Y. 10004.
 
WPG is entitled to a fee which is paid by the Adviser and which is calculated
daily and paid monthly, at an annual rate of: .075% of the Tax Exempt Fund's
average daily net assets up to $150 million; .05% of the next $350 million of
the Fund's average daily net assets, .04% of the next $500 million in average
daily net assets; and .03% of the Fund's average daily net assets over $1
billion.
 
For the fiscal period ended September 30, 1997, WPG was paid a sub-advisory fee
of .075% (annualized) of the Tax Exempt Fund's average daily net assets.
 
THE ADMINISTRATOR
 
SEI Fund Resources, a Delaware business trust (the "Administrator"), has its
principal business offices at Oaks, Pennsylvania 19456. The Trust and the
Administrator are parties to an Administration Agreement (the "Administration
Agreement"). Under the terms of the Administration Agreement, the Administrator
provides the Trust with administrative services, other than investment advisory
services, including all regulatory reporting, necessary office space, equipment,
personnel and facilities.
 
The Administrator is entitled to a fee, which is calculated daily and paid
monthly, at an annual rate of .15% of each Fund's average daily net assets.
 
The Administrator may voluntarily waive a portion of its fees in order to limit
the total operating expenses of the Funds.
 
THE SHAREHOLDER SERVICING AGENT AND TRANSFER AGENT
 
DST Systems, Inc., 1004 Baltimore Street, Kansas City, MO 64105, serves as the
dividend disbursing agent and shareholder servicing agent for the Trust. DST
also acts as transfer agent for the Trust under a transfer agent agreement.
 
THE DISTRIBUTOR
 
The Cash Sweep Class shares of the Funds have a Rule 12b-1 distribution plan
(the "Cash Sweep Class Plan"), and the Trust and SEI Investments Distribution
Co. (the "Distributor"), Oaks, Pennsylvania 19456, a wholly-owned subsidiary of
SEI Investments Company, have entered into a distribution agreement (the
"Distribution Agreement").
 
As provided in the Distribution Agreement and the Cash Sweep Class Plan, the
Trust pays the Distributor a fee at the annual rate of .75% of the average daily
net assets of the Cash Sweep Class shares of each of the Treasury Fund and Tax
<PAGE>
11
 
Exempt Fund. This fee will be calculated and paid each month based on average
daily net assets for that month. The Distributor from time to time may waive a
portion of this distribution fee in order to limit the distribution fee for Cash
Sweep Class shares of the Funds. The Distributor reserves the right in its sole
discretion to terminate this voluntary waiver at any time.
 
The Distributor may use such fees to make payments to financial institutions and
intermediaries such as banks (including the Adviser and its affiliates), savings
and loan associations, insurance companies, and investment counselors, broker-
dealers, and the Distributor's affiliates (collectively, "financial
intermediaries") as compensation for shareholder services or as compensation to
the Distributor for its services. The Cash Sweep Class Plan is characterized as
a compensation plan since this fee will be paid to the Distributor without
regard to the shareholder service expenses incurred by the Distributor or the
amount of payments made to financial intermediaries. If the Distributor's
expenses are less than its fees, the Trust will still pay the full fee and the
Distributor will realize a profit, but the Trust will not be obligated to pay in
excess of the full fee, even if the Distributor's actual expenses are higher.
The Distributor has agreed, however, to pay the entire amount of the fee to
financial intermediaries for shareholder services.
 
The Funds may also execute brokerage or other agency transactions through an
affiliate of the Adviser or through the Distributor, for which the affiliate or
the Distributor may receive "usual and customary" compensation. For further
information, see the Statement of Additional Information.
 
PERFORMANCE
 
From time to time, the Trust may advertise each Fund's "current yield" and
"effective compound yield." These figures will fluctuate, as they are based on
historical earnings; they are not intended to indicate future performance and
the Trust makes no representation concerning actual future yields. The "current
yield" of a Fund refers to the income generated by an investment over a
seven-day period which is then "annualized." That is, the amount of income
generated by an investment during that week is assumed to be generated each week
over a 52-week period and is shown as a percentage of the investment. The
"effective yield" is calculated similarly but, when annualized, the income
earned by an investment is assumed to be reinvested. The "effective yield" will
be slightly higher than the "current yield" because of the compounding effect of
this assumed reinvestment.
 
The Tax Exempt Fund may also advertise a "tax-equivalent yield," which is
calculated by determining the rate of return that would have to be achieved on a
fully taxable investment to produce the after-tax equivalent of this Fund's
yield, assuming certain tax brackets for the shareholder.
 
In addition, the Trust may from time to time compare performance of a Fund to
that of other mutual funds tracked by mutual fund rating services, financial and
business publications and periodicals, broad groups of comparable mutual funds
or unmanaged indices which may assume investment of dividends but generally do
not reflect deductions for administrative and management costs or to other
investment alternatives.
 
The performance of the various classes of shares of a Fund will differ because
of the distribution fees charged to the Cash Sweep Class and Retail Class
shares.
 
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 detailed explanation of the federal,
state, or local income tax treatment of the Funds or its shareholders. In
addition, state and local tax consequences of an investment in a Fund may differ
from the federal income tax consequences described below. Accordingly,
shareholders are urged to consult with their tax advisers regarding specific
questions as to federal, state and local income taxes. Additional information
concerning taxes is set forth in the Statement of Additional Information.
 
TAX STATUS OF THE FUNDS
 
Each Fund is treated as a separate entity for federal income tax purposes and is
not combined with the Trust's other funds. Each Fund intends to qualify for the
special tax treatment afforded regulated investment companies as defined under
<PAGE>
12
 
Subchapter M of the Internal Revenue Code of 1986, as amended, so as to be
relieved of federal income tax on that part of its net investment company
taxable income, and net capital gain (the excess of net long-term capital gains
over net short-term capital losses) distributed to shareholders.
 
TAX STATUS OF DISTRIBUTIONS
 
Each Fund will distribute all of its net investment income (including net
short-term capital gains) to shareholders. Dividends from net investment company
taxable income are taxable to shareholders as ordinary income (whether received
in cash or in additional shares) to the extent of a Fund's earnings and profits.
Net capital gains will be distributed at least annually and will be taxed to
shareholders as a 20% rate gain distribution (taxed at a rate of 20%) or a 28%
rate gain distribution (taxed at a rate of 28%), depending upon the designation
by the Fund (such designation being dependent upon the Fund's holding period in
the underlying asset generating the net capital gain), regardless of how long
the shareholders have held their shares and regardless of whether the
distributions are received in cash or in additional shares. If no designation is
made regarding a capital gain dividend, it will be classified as a 28% rate gain
distribution, and, thus, taxed at a rate of 28%. Dividends and distribution of
capital gains paid by a Fund do not qualify for the dividends received deduction
for corporate shareholders. Each Fund will make annual reports to shareholders
of the federal income tax status of all distributions.
 
If, at the close of each quarter of its taxable year, at least 50% of the value
of the Tax Exempt Fund's assets consist of obligations the interest on which is
excludable from gross income for federal tax purposes, that Fund may pay
"exempt-interest dividends" to its shareholders. Those dividends constitute the
portion of the aggregate dividends as designated by the Fund equal to the excess
of the excludable interest over certain amounts disallowed as deductions.
Exempt-interest dividends are excludable from a shareholder's gross income for
regular federal income tax purposes, but may have certain collateral federal
income tax consequences, including alternative minimum tax. See the Statement of
Additional Information.
 
Current federal law limits the types and volume of bonds qualifying for the
federal income tax exemption of interest, which may have an effect on the
ability of the Tax Exempt Fund to purchase sufficient amounts of tax-exempt
securities to satisfy the Code's requirements for the payment of
"exempt-interest dividends."
 
Dividends declared by a Fund in October, November or December of any year and
payable to shareholders of record on a date in one of those months will be
deemed to have been paid by the Fund and received by the shareholders on
December 31 of the year declared paid by the Fund at any time during the
following January.
 
With respect to investments in U.S. Treasury STRIPS, which are sold with
original issue discount and do not make periodic cash interest payments, a 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 each Fund distributes all of its
net investment income to its shareholders, a Fund may have to sell portfolio
securities to distribute such imputed income, which may occur at a time when the
Adviser would not have chosen to sell such securities and which may result in a
taxable gain or loss.
 
Investment income received directly by a Fund on direct U.S. Government
obligations is exempt from income tax at the state level when received directly
and may be exempt, depending on the state, when received by a shareholder as
income dividends provided certain state specific conditions are satisfied.
Interest received on repurchase agreements collateralized by direct U.S.
Government obligations normally is not exempt from state taxation. Each Fund
will inform shareholders annually of the percentage of income and distributions
derived from direct U.S. Government obligations. Shareholders should consult
their tax advisers to determine whether any portion of the income dividends
received from a Fund is considered tax exempt in their particular states.
 
Each Fund intends to make sufficient distributions prior to the end of each
calendar year to avoid liability for federal excise tax applicable to regulated
investment companies.
 
A sale, exchange or redemption of a Fund's shares generally is a taxable
transaction to the shareholder.
<PAGE>
13
 
GENERAL INFORMATION
 
THE TRUST
 
The Trust was organized as a Massachusetts business trust under a Declaration of
Trust dated June 29, 1993. The Declaration of Trust permits the Trust to offer
separate series of shares or "funds" and different classes of each fund. In
addition to the Funds, the Trust offers the following funds: Institutional Money
Market Fund, Government Securities Fund, Louisiana Tax-Free Income Fund,
Strategic Income Bond Fund, Balanced Fund, Value Equity Fund, Growth Equity
Fund, Small Cap Equity Fund and International Equity 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
reserves the right to create and issue shares of additional funds.
 
Each Fund pays its operating 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 and
insurance expenses, and pays additional expenses including litigation and other
extraordinary expenses, brokerage costs, interest charges, taxes and
organization expenses.
 
TRUSTEES OF THE TRUST
 
The management and affairs of the Trust are supervised by the Trustees under the
laws of the Commonwealth of Massachusetts. The Trustees have approved contracts
under which, as described above, certain companies provide essential management,
administrative and shareholder services to the Trust.
 
VOTING RIGHTS
 
Each share held entitles the shareholder of record to one vote. Each fund or
class will vote separately on matters relating solely to that fund or class. As
a Massachusetts business trust, the Trust is not required to hold annual
meetings of shareholders but meetings of shareholders will be held from time to
time to seek approval for certain changes in the operation of the Trust and for
the election of Trustees under certain circumstances. In addition, a Trustee may
be 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.
 
REPORTING
 
The Trust issues unaudited financial information semiannually and audited
financial statements annually. The Trust furnishes periodic reports to
shareholders of record, and, as necessary, proxy statements for shareholder
meetings.
 
SHAREHOLDER INQUIRIES
 
Shareholder inquiries should be directed to Marquis Funds, P.O. Box 419316,
Kansas City, MO 64141-6316 or by calling 1-800-471-1144.
 
DIVIDENDS
 
The net investment income (not including capital gains) of a Fund is determined
and declared on each Business Day as a dividend for shareholders of record as of
the close of business on that day. Shareholders who own shares at the close of
business on the record date will be entitled to receive the dividend. Currently,
capital gains of each Fund, if any, will be distributed at least annually.
Dividends are paid by the Funds in Federal funds or in additional shares at the
discretion of the shareholder on the first business day of each month.
 
COUNSEL AND INDEPENDENT PUBLIC ACCOUNTANTS
 
Morgan, Lewis & Bockius LLP serves as counsel to the Trust. Arthur Andersen LLP
serves as the independent public accountants of the Trust.
 
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS
 
The following is a description of the permitted investments and investment
practices for the Funds and associated risk factors. The only permitted
investments for the Treasury Fund include Repurchase Agreements and U.S.
Treasury obligations. Further discussion is contained in the Statement of
Additional Information.
<PAGE>
14
 
BANKERS' ACCEPTANCES -- Bankers' acceptances are bills of exchange or time
drafts drawn on and accepted by a commercial bank. Bankers' acceptances are used
by corporations to finance the shipment and storage of goods and to furnish
dollar exchange. Maturities are generally six months or less.
 
CERTIFICATES OF DEPOSIT -- Certificates of deposit are interest bearing
instruments with a specific short-term maturity. They 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. Certificates of deposit
with penalties for early withdrawal will be considered illiquid.
 
COMMERCIAL PAPER -- Commercial paper is a term used to describe unsecured
short-term promissory notes issued by corporations and other entities.
Maturities on these issues vary from a few to 270 days.
 
FIXED INCOME SECURITIES -- Fixed income securities include bonds, notes,
debentures and other interest-bearing securities that represent indebtedness.
The market value of the fixed income investments in which the Funds invest 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. Changes in
the value of these securities will not necessarily affect cash income derived
from these securities but will affect a Fund's net asset value.
 
MUNICIPAL LEASES -- 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 certificate in any of the above.
 
Municipal lease obligations typically are not backed by the municipality's
credit, and their interest may become taxable if the lease is assigned. If funds
are not appropriated for the following year's lease payments, a lease may
terminate, with a possibility of default on the lease obligation and significant
loss to the Fund. Under guidelines established by the Board of Trustees, the
credit quality of municipal leases will be determined on an ongoing basis,
including an assessment of the likelihood that a lease will be canceled.
 
MUNICIPAL SECURITIES -- Municipal securities consist of (i) debt obligations
issued by or on behalf of public authorities to obtain funds to be used for
various public facilities, for refunding outstanding obligations, for general
operating expenses, and for lending such funds to other public institutions and
facilities, and (ii) certain private activity and industrial development bonds
issued by or on behalf of public authorities to obtain funds to provide for the
construction, equipment, repair, or improvement of privately operated
facilities. General obligation bonds are backed by the taxing power of the
issuing municipality. Revenue bonds are backed by the revenues of a project or
facility; tolls from a toll bridge for example. Certificates of participation
represent an interest in an underlying obligation or commitment such as an
obligation issued in connection with a leasing arrangement. The payment of
principal and interest on private activity and industrial development bonds
generally is dependent solely on the ability of the facility's user to meet its
financial obligations and the pledge, if any, of real and personal property so
financed as security for such payment.
 
Municipal securities include general obligation notes, tax anticipation notes,
revenue anticipation notes, bond anticipation notes, certificates of
indebtedness, demand notes and construction loan notes. Municipal bonds include
general obligation bonds, revenue or special obligation bonds, private activity
and industrial development bonds.
 
PARTICIPATION INTERESTS -- Participation interests are interests in Municipal
Securities from financial institutions such as commercial and investment banks,
savings and loan associations and insurance companies. These interests may take
the form of participations, beneficial interests in a trust, partnership
interests or any other form of indirect ownership that allows a Fund to treat
the
<PAGE>
15
 
income from the investment as exempt from federal income tax. The Tax Exempt
Fund invests in these participation interests in order to obtain credit
enhancement or demand features that would not be available through direct
ownership of the underlying Municipal Securities.
 
RECEIPTS -- TRs, TIGRs and CATS -- 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 obligations 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 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. The amount of this discount is accrued over the life
of the security and constitutes the income earned on the security for both
accounting and tax purposes. Because of these features, receipts may be subject
to greater price volatility than interest paying U.S. Treasury Obligations.
Receipts include Treasury Receipts ("TRs"), Treasury Investment Growth Receipts
("TIGRs"), and Certificates of Accrual on Treasury Securities ("CATS").
 
REPURCHASE AGREEMENTS -- Repurchase agreements are agreements by which a Fund
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. Repurchase
agreements must be fully collateralized at all times. A 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. A Fund will
enter into repurchase agreements only with financial institutions deemed to
present minimal risk of bankruptcy during the term of the agreement based on
established guidelines. Repurchase agreements are considered loans under the
1940 Act, as amended.
 
SECURITIES LENDING -- In order to generate additional income, the Tax Exempt
Fund may lend securities which it owns pursuant to agreements requiring that the
loan be continuously secured by collateral consisting of cash or securities of
the U.S. Government or its agencies equal to at least 100% of the market value
of the securities lent. The Fund continues to receive interest on the securities
lent while simultaneously earning a portion of the return generated from the
collateral (or a portion of the return on the investment of cash collateral).
Collateral is marked to market daily. 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 or become insolvent.
 
STANDBY COMMITMENTS -- Some securities dealers are willing to sell Municipal
Securities to a Fund accompanied by their commitments to repurchase the
Municipal Securities prior to maturity, at the Fund's option, for the amortized
cost of the Municipal Securities at the time of repurchase. These arrangements
are not used to protect against changes in the market value of Municipal
Securities. They permit a Fund, however, to remain fully invested and still
provide liquidity to satisfy redemptions. The cost of Municipal Securities
accompanied by these "standby" commitments could be greater than the cost of
Municipal Securities without such commitments. Standby commitments are not
marketable or otherwise assignable and have value only to a Fund. The default or
bankruptcy of a securities dealer giving such a commitment would not affect the
quality of the Municipal Securities purchased. However, without a standby
commitment, these securities could be more difficult to sell. The Tax Exempt
Fund enters into standby commitments only with those dealers whose credit the
investment adviser believes to be of high quality.
 
TIME DEPOSITS -- Time deposits are non-negotiable receipts issued by a bank in
exchange for the deposit of funds. Like a certificate of deposit, it 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 or that
mature in more than seven days are considered to be illiquid securities.
 
U.S. GOVERNMENT AGENCY OBLIGATIONS -- Obligations issued or guaranteed by
agencies of the United States Government, including, among others, the Federal
Farm Credit Bank, the Federal Housing Administration and the Small Business
Administration, and obligations issued or
<PAGE>
16
 
guaranteed by instrumentalities of the United States Government, including,
among others, the Federal Home Loan Mortgage Corporation, the Federal Land Banks
and the United States Postal Service. Some of these securities are supported by
the full faith and credit of the United States Treasury, others are supported by
the right of the issuer to borrow from the Treasury, while still others are
supported only by the credit of the instrumentality. Guarantees of principal by
agencies or instrumentalities of the United States Government may be a guarantee
of payment at the maturity of the obligation so that in the event of a default
prior to maturity there might not be a market and thus no means of realizing on
the obligation prior to maturity. Guarantees as to the timely payment of
principal and interest do not extend to the value or yield of these securities
nor to the value of the Tax Exempt Fund's shares.
 
U.S. GOVERNMENT SECURITIES -- Any guaranty by the U.S. Government of the
securities in which a Fund invests guarantees only the payment of principal and
interest on the guaranteed security and does not guarantee the yield or value of
that security or the yield or value of shares of the Fund.
 
U.S. TREASURY OBLIGATIONS -- U.S. Treasury obligations consist of 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"). The Funds do not expect to trade STRIPS
actively.
 
VARIABLE AND FLOATING RATE INSTRUMENTS -- Certain of the obligations purchased
by the Tax Exempt 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. Such instruments bear interest at rates which are
not fixed, but which vary with changes in specified market rates or indices. 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. A demand instrument with a
demand notice exceeding seven days may be considered illiquid if there is no
secondary market for such securities.
 
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES -- When-issued or delayed delivery
basis transactions involve the purchase of an instrument with payment and
delivery taking place in the future. Delivery of and payment for these
securities may occur a month or more after the date of the purchase commitment.
However, the Tax Exempt Fund may purchase securities on a when-issued or delayed
basis only when settlement takes place within 15 days of the purchase of such
securities. To the extent required by the 1940 Act, the Tax Exempt Fund will
maintain with the custodian a separate account with liquid high grade debt
securities or cash in an amount at least equal to these commitments. The
interest rate realized on these securities is fixed as of the purchase date and
no interest accrues to the Fund before settlement. These securities are subject
to market fluctuation due to changes in market interest rates and it is possible
that the market value at the time of settlement could be higher or lower than
the purchase price if the general level of interest rates has changed. Although
the Tax Exempt Fund generally purchases 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 it deems appropriate.
<PAGE>
17
 
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                         <C>
Summary...................................................................     2
Expense Summary...........................................................     3
Financial Highlights......................................................     4
The Trust.................................................................     5
Investment Objective and Policies for the Treasury Fund...................     5
Investment Objective and Policies for the Tax Exempt Fund.................     5
General Investment Policies...............................................     6
Investment Limitations....................................................     6
Purchase of Shares........................................................     6
Exchanges.................................................................     8
 
Redemption of Shares......................................................     8
The Adviser...............................................................     9
The Sub-Adviser...........................................................    10
The Administrator.........................................................    10
The Shareholder Servicing Agent and Transfer Agent........................    10
The Distributor...........................................................    10
Performance...............................................................    11
Taxes.....................................................................    11
General Information.......................................................    13
Description of Permitted Investments and Risk Factors.....................    13
</TABLE>
<PAGE>
MARQUIS FUNDS-REGISTERED TRADEMARK-
 
               Investment Adviser:
               FIRST NATIONAL BANK OF COMMERCE IN NEW ORLEANS
 
          -   TREASURY SECURITIES MONEY MARKET FUND
          -   TAX EXEMPT MONEY MARKET FUND
 
MARQUIS FUNDS-REGISTERED TRADEMARK- (the "Trust") is a mutual fund that offers a
convenient and economical means of investing in one or more professionally
managed portfolios of securities. This Prospectus offers the RETAIL CLASS shares
of the TREASURY SECURITIES MONEY MARKET FUND and TAX EXEMPT MONEY MARKET FUND
(the "Funds"), each a separate series of the Trust.
 
This Prospectus sets forth concisely the information about the Funds and the
Trust that a prospective investor should know before investing in the Funds.
Investors are advised to read this Prospectus and retain it for future
reference. A Statement of Additional Information dated February 1, 1998, as
supplemented from time to time, has been filed with the Securities and Exchange
Commission (the "SEC") and is available without charge by calling
1-800-471-1144. The Statement of Additional Information is incorporated into
this Prospectus by reference.
 
AN INVESTMENT IN THE FUNDS IS NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT AND THERE CAN BE NO ASSURANCE THAT THE FUNDS WILL BE ABLE TO MAINTAIN
A STABLE NET ASSET VALUE OF $1.00 PER SHARE.
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
 
 THE TRUST'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
 ENDORSED BY ANY BANK, INCLUDING FIRST NATIONAL BANK OF COMMERCE IN NEW ORLEANS
 OR ANY OF ITS AFFILIATES OR CORRESPONDENTS, INCLUDING FIRST COMMERCE
 CORPORATION. THE TRUST'S SHARES ARE NOT FEDERALLY INSURED BY THE FEDERAL
 DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER
 GOVERNMENT AGENCY. INVESTMENT IN THE SHARES INVOLVES RISK, INCLUDING POSSIBLE
 LOSS OF THE PRINCIPAL AMOUNT INVESTED.
 
FEBRUARY 1, 1998
<PAGE>
2
 
                                    SUMMARY
 
      MARQUIS FUNDS-REGISTERED TRADEMARK- (THE "TRUST") IS AN OPEN-END
  MANAGEMENT INVESTMENT COMPANY PROVIDING A CONVENIENT WAY TO INVEST IN
  PROFESSIONALLY MANAGED PORTFOLIOS OF SECURITIES. THIS SUMMARY PROVIDES BASIC
  INFORMATION ABOUT THE RETAIL CLASS SHARES OF THE TRUST'S TREASURY SECURITIES
  MONEY MARKET FUND (THE "TREASURY FUND") AND TAX EXEMPT MONEY MARKET FUND
  (THE "TAX EXEMPT FUND") (TOGETHER, THE "FUNDS"). EACH FUND IS A SEPARATE
  SERIES OF THE TRUST.
 
      WHAT ARE THE INVESTMENT OBJECTIVES AND POLICIES OF THE FUNDS?  The
  TREASURY FUND seeks to preserve principal value and maintain a high degree
  of liquidity while providing current income by investing exclusively in
  obligations issued by the U.S. Treasury and in repurchase agreements
  involving such obligations. The TAX EXEMPT FUND seeks to preserve principal
  value and maintain a high degree of liquidity while providing current income
  exempt from Federal income taxes by investing, under normal market
  conditions, at least 80% of its net assets in eligible securities issued by
  or on behalf of the states, territories, and possessions of the United
  States and the District of Columbia and their political subdivisions,
  agencies, and instrumentalities, the interest on which is exempt from
  Federal income tax. There can be no assurance that either Fund will achieve
  its investment objective.
 
      WHAT ARE THE RISKS INVOLVED WITH AN INVESTMENT IN THE FUNDS?  While each
  Fund seeks to maintain a net asset value of $1.00 per share, there can be no
  assurance that either Fund will be able to do this on a continuous basis.
  There may be other risks involved in the ownership of money market mutual
  funds.
 
      ARE MY INVESTMENTS INSURED?  Any guaranty by the U.S. Government, its
  agencies or instrumentalities of the securities in which either Fund invests
  guarantees only the payment of principal and interest on the guaranteed
  security and does not guarantee the yield or value of that security or the
  yield or value of shares of that Fund. The Trust's shares are not federally
  insured by the FDIC or any other government agency.
 
      For more information about each Fund, see "Investment Objective and
  Policies," "General Investment Policies" and "Description of Permitted
  Investments and Risk Factors."
 
      WHO IS THE ADVISER?  The Trust Group of First National Bank of Commerce
  in New Orleans serves as the investment adviser (the "Adviser") of each
  Fund. Additionally, Weiss, Peck & Greer, L.L.C. serves as investment
  sub-adviser to the Tax Exempt Fund. See "Expense Summary," "The Adviser" and
  "The Sub-Adviser."
 
      WHO IS THE ADMINISTRATOR?  SEI Fund Resources serves as the
  administrator of the Trust. See "Expense Summary" and "The Administrator."
 
      WHO IS THE TRANSFER AGENT?  DST Systems, Inc. serves as shareholder
  servicing agent, transfer agent and dividend disbursing agent for the Trust.
  See "The Shareholder Servicing Agent and Transfer Agent."
 
      WHO IS THE DISTRIBUTOR?  SEI Investments Distribution Co. serves as
  distributor of the Trust's shares. See "The Distributor."
 
      HOW DO I PURCHASE AND REDEEM SHARES?  Purchases and redemptions may be
  made through the Transfer Agent or financial institutions, including the
  Adviser, that provide distribution assistance or shareholder services to the
  Trust on any day when the New York Stock Exchange and Federal Reserve wire
  system are open for business (a "Business Day"). A purchase order will be
  effective as of the Business Day received by the Transfer Agent if the
  Transfer Agent receives an order and payment with readily available funds
  prior to the time the Funds calculate their net asset value, normally 11:00
  a.m., Central Time. To purchase shares by wire, you must first call
  1-800-471-1144. Redemption orders placed with the Transfer Agent prior to
  11:00 a.m., Central Time on any Business Day will be effective that day. The
  Funds also offer both an Automatic Investment Plan and a Systematic
  Withdrawal Plan. The purchase and redemption price for shares is the net
  asset value per share determined as of the end of the day the order is
  effective. Retail Class shares of the Funds are, absent fee waivers, subject
  to annual distribution fees of 0.25% of their respective average daily net
  assets. See "Purchase of Shares" and "Redemption of Shares."
 
      HOW ARE DIVIDENDS PAID?  Substantially all of the net investment income
  (exclusive of capital gains) of each Fund is distributed in the form of
  monthly dividends. Any capital gain is distributed at least annually.
  Dividends are paid in additional shares unless the shareholder elects to
  take payment in cash on the first Business Day of each month. See
  "Dividends."
<PAGE>
3
 
                                EXPENSE SUMMARY
 
SHAREHOLDER TRANSACTION EXPENSES                                    RETAIL CLASS
 
<TABLE>
<CAPTION>
                                                                            TREASURY
                                                                           SECURITIES     TAX EXEMPT
                                                                          MONEY MARKET   MONEY MARKET
                                                                              FUND           FUND
- ------------------------------------------------------------------------------------------------------
<S>                                                                       <C>            <C>
Maximum Sales Load Imposed on Purchases.................................      None           None
Maximum Sales Load Imposed on Reinvested Dividends......................      None           None
Maximum Contingent Deferred Sales Charge................................      None           None
Wire Redemption Fee.....................................................       $25            $25
Exchange Fee............................................................      None           None
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
</TABLE>
 
ANNUAL OPERATING EXPENSES
(as a percentage of average net assets)
 
<TABLE>
<CAPTION>
                                                                              TREASURY
                                                                          SECURITIES MONEY   TAX EXEMPT MONEY
                                                                             MARKET FUND        MARKET FUND
- --------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                <C>
Management Fees (after fee waivers) (1).................................           .30%               .44%
12b-1 Fees (after fee waivers) (1)......................................           .20%               .00%
Other Expenses (after fee waivers) (1)..................................           .20%               .21%
- --------------------------------------------------------------------------------------------------------------
Total Operating Expenses (after fee waivers) (2)........................           .70%               .65%
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
</TABLE>
 
(1) The Adviser and Administrator have voluntarily agreed to waive their fees
    and the Distributor has voluntarily agreed to waive 12b-1 fees to the extent
    necessary to keep "Total Operating Expenses" for the Retail Class shares of
    the Treasury Fund and Tax Exempt Fund from exceeding 0.70% and 0.65%,
    respectively. The Adviser, Administrator and the Distributor reserve the
    right to terminate their waivers at any time in their sole discretion.
    Absent such waivers, Management Fees for the Tax Exempt Fund would be 0.45%,
    Other Expenses for the Tax Exempt Fund would be 0.25% and the 12b-1 fee for
    the Retail Class shares of the Funds would be 0.25%.
 
(2) Absent the Adviser's, Administrator's and the Distributor's voluntary fee
    waivers, Total Operating Expenses for Retail Class shares of the Treasury
    Fund and Tax Exempt Fund would be 0.75% and 0.95%, respectively.
 
EXAMPLE
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
                                                    1 YEAR   3 YEARS   5 YEARS   10 YEARS
- -----------------------------------------------------------------------------------------
<S>                                                 <C>      <C>       <C>       <C>
You would pay the following expenses on a $1,000
  investment in Retail Class shares assuming (1)
  5% annual return and (2) redemption at the end
  of each time period:
    Treasury Money Market Fund....................    $7       $22       $39       $87
    Tax Exempt Money Market Fund..................    $7       $21       $36       $81
- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
</TABLE>
 
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.
 
The purpose of this table is to assist the investor in understanding the various
costs and expenses that may be directly or indirectly borne by investors in
Retail Class shares of the Fund. Shareholders purchasing shares through a
financial institution may be charged additional account fees by that
institution. Additional information may be found under "The Adviser," "The
Administrator" and "The Distributor."
<PAGE>
4
 
FINANCIAL HIGHLIGHTS
 
The following financial highlights for a share outstanding throughout each
period ended September 30 have been audited by Arthur Andersen LLP, independent
public accountants, whose report thereon was unqualified. This information
should be read in conjunction with the Trust's financial statements and notes
thereto which are incorporated by reference into the Statement of Additional
Information under the heading "Financial Information." Additional performance
information is set forth in the Trust's 1997 Annual Report to Shareholders and
is available upon request and without charge by calling 1-800-471-1144.
 
For a Retail Class Share Outstanding Throughout each Period ended September 30,
<TABLE>
<CAPTION>
                                                                                  REALIZED
                                                                                    AND                          NET
                                                        NET ASSET                UNREALIZED   DISTRIBUTIONS     ASSET
                                                          VALUE        NET        GAINS OR       FROM NET       VALUE
                                                        BEGINNING   INVESTMENT  (LOSSES) ON     INVESTMENT     END OF      TOTAL
                                                        OF PERIOD     INCOME    INVESTMENTS       INCOME       PERIOD      RETURN
<S>                                                     <C>         <C>         <C>           <C>             <C>        <C>
- -----------------------------------------------------------------------------------------------------------------------------------
TREASURY SECURITIES MONEY MARKET FUND -- RETAIL CLASS
- -----------------------------------------------------------------------------------------------------------------------------------
1997...................................................    $ 1.00      $ 0.05            --       $(0.05)        $1.00        4.83%
1996...................................................      1.00        0.05            --        (0.05)         1.00        4.86
1995...................................................      1.00        0.05            --        (0.05)         1.00        5.16
1994(1)................................................      1.00        0.03            --        (0.03)         1.00        3.15*
- -----------------------------------------------------------------------------------------------------------------------------------
TAX EXEMPT MONEY MARKET FUND -- RETAIL CLASS
- -----------------------------------------------------------------------------------------------------------------------------------
1997...................................................    $ 1.00      $ 0.03            --       $(0.03)        $1.00        3.12%
1996(2)................................................      1.00        0.01            --        (0.01)         1.00        2.83*
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
 
<CAPTION>
                                                                                                       RATIO OF
                                                                                            RATIO OF      NET
                                                                                 RATIO OF   EXPENSES   INVESTMENT
                                                                                    NET        TO      INCOME TO
                                                          NET                    INVESTMENT  AVERAGE    AVERAGE
                                                        ASSETS      RATIO OF     INCOME TO     NET        NET
                                                        END OF     EXPENSES TO    AVERAGE    ASSETS     ASSETS
                                                        PERIOD       AVERAGE        NET     (EXCLUDING (EXCLUDING
                                                         (000)     NET ASSETS     ASSETS    WAIVERS)   WAIVERS)
<S>                                                     <C>       <C>            <C>        <C>        <C>
- ----------------------------------------------------------------------------------------------------------------
TREASURY SECURITIES MONEY MARKET FUND -- RETAIL CLASS
- ----------------------------------------------------------------------------------------------------------------
1997...................................................$ 604,919          0.70%      4.73%      0.75%      4.68%
1996...................................................  411,068          0.70       4.72       0.78       4.64
1995...................................................  282,747          0.68       5.12       0.82       4.98
1994(1)................................................   86,848          0.59*      3.27*      0.83*      3.03*
- ----------------------------------------------------------------------------------------------------------------
TAX EXEMPT MONEY MARKET FUND -- RETAIL CLASS
- ----------------------------------------------------------------------------------------------------------------
1997...................................................$  76,744          0.65%      3.07%      0.95%      2.77%
1996(2)................................................   66,214          0.65*      2.92*      1.12*      2.45*
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
 
* Annualized.
(1) Commenced operations on October 19, 1993.
(2) Commenced operations on June 7, 1996.
<PAGE>
5
 
THE TRUST
 
MARQUIS FUNDS-REGISTERED TRADEMARK- (the "Trust") is an open-end management
investment company that offers units of beneficial interest ("shares") in the
Funds. Each of the Funds offered by this Prospectus is a diversified fund. There
are three separate classes of shares: Trust Class (Treasury Fund only), Retail
Class and Cash Sweep Class which provide for variations in distribution costs,
voting rights and dividends. Except for these differences between classes, each
share of each Fund represents an undivided, proportionate interest in that Fund.
This Prospectus relates to the Retail Class shares of the Funds. Information
regarding the Trust Class shares of the Treasury Fund, Cash Sweep Class shares
of both Funds and the Trust's other funds is contained in separate prospectuses
that may be obtained by calling 1-800-471-1144.
 
INVESTMENT OBJECTIVE AND POLICIES FOR THE TREASURY FUND
 
The TREASURY FUND seeks to preserve principal value and maintain a high degree
of liquidity while providing current income. There can be no assurance that the
Fund will be able to achieve its investment objective.
 
The Treasury Fund invests exclusively in obligations issued by the U.S. Treasury
("Treasury Obligations") and backed by its full faith and credit, and in
repurchase agreements involving such obligations.
 
INVESTMENT OBJECTIVE AND POLICIES FOR THE TAX EXEMPT FUND
 
The TAX EXEMPT FUND seeks to preserve principal value and maintain a high degree
of liquidity while providing current income exempt from Federal income taxes.
There can be no assurance that the Fund will be able to achieve its investment
objective.
 
Under normal market conditions, the Tax Exempt Fund will invest at least 80% of
its net assets in eligible securities issued by or on behalf of the states,
territories and possessions of the United States and the District of Columbia
and their political subdivisions, agencies and instrumentalities, the interest
on which is exempt from Federal income tax (collectively, "Municipal
Securities"). The Fund will invest at least 80% of its assets in Municipal
Securities the interest on which is not treated as a preference item for
purposes of the federal alternative minimum tax. This investment policy is a
fundamental policy of the Fund. The Fund will purchase municipal bonds,
municipal notes, municipal lease obligations, tax-exempt money market mutual
funds, and tax-exempt commercial paper rated in the two highest short-term
rating categories by a nationally recognized statistical rating organization (an
"NRSRO") in accordance with Securities and Exchange Commission ("SEC")
regulations at the time of investment or, if not rated, determined by the
Adviser to be of comparable quality. Since the Fund often purchases securities
supported by credit enhancements from banks and other financial institutions,
changes in the credit quality of these institutions could cause losses to the
Fund and affect its share price.
 
The Adviser will not invest more than 25% of the Tax Exempt Fund's assets in
Municipal Securities (a) whose issuers are located in the same state or (b) the
interest on which is derived from revenues of similar type projects. This
restriction does not apply to Municipal Securities in any of the following
categories: public housing authorities; general obligations of states and
localities; state and local housing finance authorities; or municipal utilities
systems.
 
The Tax Exempt Fund may purchase municipal obligations with demand features,
including variable and floating rate obligations. In addition, the Fund may
invest in commitments to purchase securities on a "when issued" basis and
purchase securities subject to a standby commitment.
 
The Tax Exempt Fund may purchase securities on a when-issued or delayed basis
only when settlement takes place within 15 days of the purchase of such
securities.
 
The Tax Exempt Fund may invest up to 20% of the Fund's net assets in the
aggregate in taxable money market instruments, taxable money market mutual
funds, and securities subject to the alternative minimum tax. Taxable money
market instruments in which the Fund may invest consist of (i) bankers'
acceptances, certificates of deposits, notes and time deposits of highly-rated
U.S. banks and U.S. branches of foreign banks, (ii) U.S. Treasury obligations
and obligations issued or guaranteed by the agencies and instrumentalities of
the U.S. Government, including STRIPs; (iii) high quality
<PAGE>
6
 
commercial paper issued by U.S. and foreign corporations; (iv) debt obligations
with a maturity of one year or less issued by corporations with outstanding
high-quality commercial paper; (v) receipts and (vi) repurchase agreements
involving any of the foregoing obligations entered into with highly-rated banks
and broker-dealers.
 
The Tax Exempt Fund may engage in securities lending and may also borrow money
in amounts up to 33 1/3% of its net assets.
 
GENERAL INVESTMENT POLICIES
 
Each Fund complies with regulations of the SEC applicable to money market funds.
These regulations impose certain quality, maturity and diversification
restraints on investments by a Fund. Under these regulations, each Fund will
maintain a dollar-weighted average portfolio maturity of 90 days or less, and
will acquire only obligations with remaining maturities of 397 days or less.
Each Fund will attempt to maintain a net asset value of $1.00 per share,
although there can be no assurance that it will be able to do so.
 
For additional information regarding permitted investments, investment practices
and risks, see "Description of Permitted Investments and Risk Factors."
 
INVESTMENT LIMITATIONS
 
The following investment limitations are fundamental policies of the Funds.
Fundamental policies cannot be changed with respect to a Fund without the
consent of the holders of a majority of that Fund's outstanding shares.
 
A Fund may not:
 
1.  Purchase securities of any issuer (except securities issued or guaranteed by
the United States, its agencies or instrumentalities and 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. This restriction
applies to 75% of the Tax Exempt Fund's assets.
 
2.  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 (i) investments in the obligations issued or
guaranteed by the U.S. Government or its agencies and instrumentalities, and
repurchase agreements involving such securities; and, with respect to the Tax
Exempt Fund, (ii) tax-exempt securities issued by governments or political
subdivisions of governments.
 
3.  Make loans except that the Fund may (i) purchase or hold debt instruments in
accordance with its investment objectives and policies; (ii) enter into
repurchase agreements; and with respect to the Tax Exempt Fund (iii) engage in
securities lending as described in this Prospectus and in the Statement of
Additional Information.
 
Additional investment limitations are set forth in the Statement of Additional
Information.
 
PURCHASE OF SHARES
 
Investors may purchase Retail Class shares of a Fund directly from the Trust's
shareholder servicing and transfer agent, DST Systems, Inc., or an authorized
sub-transfer agent (collectively, the "Transfer Agent") by mail, by wire, or
through an automatic investment plan. Shares may also be purchased through
broker-dealers, including Marquis Investments, LLC that have established a
dealer agreement with SEI Investments Distribution Co., the Trust's distributor
(the "Distributor"). Retail Class shares of the Funds are sold on a continuous
basis.
 
BY MAIL
 
You may purchase Retail Class shares of a 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 "Marquis Funds (Fund Name)," to
Marquis Funds at P.O. Box 419316, Kansas City, MO 64141-6316. You may purchase
additional shares at any time by mailing payment to Marquis Funds. Orders placed
by mail will be executed on receipt of your payment. If your check does not
clear, your purchase will be cancelled and you could be liable for any losses or
fees incurred.
 
Third party checks, credit cards, credit card checks and cash will not be
accepted. When purchases are made by check, redemption proceeds will not be
<PAGE>
7
 
forwarded until the investment being redeemed has been in the account for 15
days.
 
You may obtain Account Application forms by calling 1-800-471-1144.
 
BY WIRE
 
You may purchase Retail Class shares of a Fund by wiring Federal funds, provided
that your Account Application has been previously received. You must wire funds
to the Transfer Agent and the wire instructions must include your account
number. You must call 1-800-471-1144 before wiring any funds. An order to
purchase shares by Federal funds wire will be deemed to have been received by
the Fund on the Business Day (defined below) of the wire, provided that the
shareholder notifies the Transfer Agent prior to the time the Funds calculate
their net asset value, normally 11:00 a.m., Central Time. If the Transfer Agent
does not receive notice by the time the Funds calculate their net asset value,
normally 11:00 a.m., Central Time, on the Business Day of the wire, the order
will be executed on the next Business Day.
 
AUTOMATIC INVESTMENT PLAN ("AIP")
 
You may arrange for periodic additional investments in a Fund through automatic
deductions by Automated Clearing House ("ACH") from a checking account by
completing an AIP Application Form. The minimum pre-authorized investment amount
is $50 per month. An AIP Application Form may be obtained by calling
1-800-471-1144. The AIP is available only for additional investments for an
existing account.
 
GENERAL INFORMATION REGARDING PURCHASES
 
You may purchase Retail Class shares of a Fund on any day the New York Stock
Exchange and the Federal Reserve wire system are open for business ("Business
Days").
 
The minimum initial investment in Retail Class shares of a Fund is $2,500 ($500
minimum for individual retirement accounts and employees of the Adviser or its
affiliates); however, the Distributor may waive the minimum investment at its
discretion. Subsequent purchases of shares must be at least $100, except for
purchases through the AIP and payroll deductions, which must be at least $50.
 
A purchase order for shares will be effective, and eligible to receive dividends
declared that same day, on the Business Day the order is received by the
Transfer Agent if it receives the order and payment before the time the Funds
calculate their net asset value, normally 11:00 a.m., Central Time. A purchase
order received (with payment) after this time will be effective on the next
Business Day. The purchase price of Retail Class shares of a Fund is the net
asset value per share next computed after the order is received and accepted by
the Trust. Each Fund expects to maintain its net asset value per share constant
at $1.00. The net asset value per share of a Fund is determined by dividing the
total value of its investments and other assets, less any liabilities, by its
total outstanding shares. Each Fund's net asset value per share is calculated as
of the earlier of 11:00 a.m. (Central Time) or the close of regular trading on
the New York Stock Exchange (normally, 3:00 p.m., Central Time), each Business
Day and is based on the amortized cost method described in the Statement of
Additional Information.
 
The Trust reserves the right to reject a purchase order for shares when the
Distributor determines that it is not in the best interest of the Trust and/or
its shareholders to accept such order.
 
Shareholders of record who desire to transfer registration of their shares
should call 1-800-471-1144.
 
PURCHASES THROUGH FINANCIAL INSTITUTIONS
 
Shares may also be purchased through financial institutions, including the
Adviser, that provide distribution assistance or shareholder services to the
Trust. Shares purchased by persons ("Customers") through financial institutions
may be held in street name by the financial institution. Financial institutions
may impose an earlier cut-off time for receipt of purchase orders directed
through them to allow for processing and transmittal of these orders to the
Transfer Agent for effectiveness the same day. Customers should contact their
financial institution for information as to that institution's procedures for
transmitting purchase, exchange or redemption orders to the Trust.
 
Customers who desire to transfer the registration of shares beneficially owned
by them but held of record by a financial institution should contact the
institution to accomplish the transfer. Certain
<PAGE>
8
 
financial institutions may be required under state law to register as
broker/dealers.
 
Depending upon the terms of a particular Customer account, a financial
institution may charge Customer account fees. Information concerning these
services and any charges will be provided to the Customer by the financial
institution.
 
EXCHANGES
 
You may exchange your shares for Class A or Class B shares of other funds of the
Trust. You will be subject to the applicable sales charge on exchange unless you
qualify for a sales load waiver.
 
You must have received a current prospectus of the Trust's other fund into which
you wish to move your investment (the "new" fund) before the exchange will be
effected. Exchanges will be made only after instructions in writing or by
telephone (an "Exchange Request") are received by the Transfer Agent. If an
Exchange Request in good order is received by the Transfer Agent by 3:00 p.m.
Central Time, on any Business Day, the exchange will occur on that day. The
exchange privilege may be exercised only in those states where the class or
shares of the new fund may legally be sold.
 
Customers who beneficially own shares held of record by a financial institution
should contact that institution if they wish to exchange shares. The institution
will contact the Transfer Agent and effect the exchange on behalf of the
Customer.
 
The Trust reserves the right to change the terms or conditions of the exchange
privilege discussed herein upon 60 days' notice.
 
REDEMPTION OF SHARES
 
You may redeem your shares without charge on any Business Day. There is,
however, a $25 charge for wiring redemption proceeds. Shares may be redeemed by
mail, by telephone or through a systematic withdrawal plan. Investors who own
shares held of record by a financial institution should contact that financial
institution for information on how to redeem shares. Shares cannot be redeemed
by Federal Reserve wire on Federal holidays restricting wire transfers.
 
BY MAIL
 
A written request for redemption must be received by the Transfer Agent in order
to constitute a valid redemption request.
 
If the redemption request exceeds $5,000 or if the request directs the proceeds
to be sent or wired to a shareholder or an address different from that on
record, the Transfer Agent may require that the signature on the written
redemption request be guaranteed. You should be able to obtain a signature
guarantee from a bank, broker, dealer, credit union, securities exchange or
association, clearing agency or savings association. A notary public cannot
guarantee signatures.
 
BY TELEPHONE
 
You may redeem your shares by telephone if you have elected that option on your
Account Application. Under most circumstances, payments will be transmitted on
the next Business Day following receipt of a valid request for redemption. You
may have the proceeds mailed to your address of record or wired to a commercial
bank account previously designated on your Account Application. There is no
charge for having redemption proceeds mailed to you or to a designated bank
account, but there is a charge for wiring redemption proceeds.
 
You may request a wire redemption for redemptions in excess of $500 by calling
1-800-471-1144, however a wire charge of $25 will be deducted from the amount of
the wire redemption.
 
Neither the Trust nor the Transfer Agent will be responsible for any loss,
liability, cost or expense for acting upon wire instructions or upon telephone
instructions that it reasonably believes to be genuine. The Trust and the
Transfer Agent will each 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. When market conditions are
extremely busy, it is possible that you may experience difficulties placing
redemption orders by telephone, and may wish to place them by mail.
<PAGE>
9
 
SYSTEMATIC WITHDRAWAL PLAN ("SWP")
 
The Trust offers a Systematic Withdrawal Plan which you may use to receive
regular distributions from your account. Upon commencement of the SWP, your
account must have a current value of $5,000 or more. You may elect to receive
automatic payments via check or ACH of $100 or more on a monthly, quarterly,
semi-annual or annual basis. You may obtain a SWP Application Form by calling
1-800-471-1144.
 
To participate in the SWP, you must have your dividends automatically
reinvested. You should realize that if your automatic withdrawals exceed income
dividends, your invested principal in the account will be depleted. Thus,
depending on the frequency and amounts of the withdrawal payments and/or any
fluctuations in the net asset value per share, your original investment could be
exhausted entirely. You may change or cancel the SWP at any time on written
notice to the Transfer Agent.
 
OTHER INFORMATION REGARDING REDEMPTIONS
 
All redemption orders are effected at the net asset value per share next
determined after receipt of a valid request for redemption. A redemption order
received before 11:00 a.m., Central Time, on any Business Day will be effective
that day and will receive that day's redemption price. Net asset value per share
will be determined as of the earlier of 11:00 a.m. (Central Time) or the close
of regular trading on the New York Stock Exchange (normally, 3:00 p.m., Central
Time). Redeemed shares are not entitled to dividends declared on the day the
redemption order is effective.
 
Payment to shareholders for shares redeemed will be made within 7 days after the
Transfer Agent receives the valid redemption request. At various times, however,
a Fund may be requested to redeem shares for which it has not yet received good
payment. When purchases are made by check, redemption proceeds will not be
forwarded until the investment being redeemed has been in the account for
fifteen days.
 
Due to the relatively high costs of handling small investments, each Fund
reserves the right to redeem your shares at their net asset value if, because of
redemptions, your account in that Fund has a value of less than the minimum
initial purchase amount (normally $2,500; $500 for individual retirement
accounts and for employees of the Adviser or its affiliates). Accordingly, if
you purchase shares of a Fund in only the minimum investment amount, you may be
subject to involuntary redemption if you redeem any shares. Before a Fund
exercises its right to redeem your shares, you will be given notice that the
value of the shares in your 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 the minimum amount.
 
THE ADVISER
 
First National Bank of Commerce in New Orleans ("First NBC" or the "Adviser"),
201 St. Charles Avenue, New Orleans, Louisiana 70170, acts as each Fund's
investment adviser under an advisory agreement (the "Advisory Agreement") with
the Trust. The Adviser, through its Trust Group, makes the investment decisions
for the assets of the Treasury Fund and continuously reviews, supervises and
administers the investment programs of the Funds, subject to the supervision of,
and policies established by, the Trustees of the Trust. With respect to the Tax
Exempt Fund, the Adviser has delegated these responsibilities, subject to its
supervision, to the investment sub-adviser.
 
As of September 30, 1997, the Adviser's Trust Group managed approximately $3.2
billion in discretionary investment management accounts for individuals,
corporations and institutions with widely varying investment needs and
objectives. The Trust Group has managed client accounts since 1933 and has
managed money market portfolios for the past nine years.
 
The Glass-Steagall Act restricts the securities activities of national banks
such as First NBC but the Comptroller of the Currency permits national banks to
provide investment advisory and other services to mutual funds. Should the
Comptroller's position be challenged successfully in court or reversed by
legislation, the Trust might have to make other investment advisory
arrangements.
 
The Trust's shares are not sponsored, endorsed or guaranteed by, and do not
constitute obligations or deposits of, the Adviser or First Commerce Corporation
and are not insured by the Federal Deposit Insurance Corporation or issued or
<PAGE>
10
 
guaranteed by the U.S. Government or any of its agencies.
 
The Adviser is entitled to a fee, which is calculated daily and paid monthly, at
an annual rate of .30% of the Treasury Fund's average daily net assets and 0.45%
of the Tax Exempt Fund's average daily net assets. The Adviser may voluntarily
waive a portion of its fee in order to limit the total operating expenses of the
Funds. The Adviser reserves the right, in its sole discretion, to terminate any
such voluntary fee waivers at any time. For the fiscal year ended September 30,
1997, the Adviser was paid an advisory fee of .30% of the Treasury Fund's
average net assets and .44% of the Tax Exempt Fund's average net assets.
 
Gerald S. Dugal, Vice President of the Adviser, is the portfolio manager of the
Treasury Securities Money Market Fund as well as the Trust's Institutional Money
Market Fund and Strategic Income Bond Fund. Mr. Dugal is currently a senior
portfolio manager and Manager of Fixed Income and Trading. Mr. Dugal has over 12
years of experience in portfolio management, investment trading and research,
the past seven with the Adviser. He is licensed as a general securities
principal and a municipal securities principal.
 
First NBC has also entered into a custodian agreement with the Trust under which
it provides all safekeeping services as required by the Investment Company Act
of 1940 (the "1940 Act"). First NBC is entitled to a custodian fee, calculated
daily and paid monthly, at an annual rate of up to 0.04% of the average daily
net assets of each Fund. It is anticipated that the Trust will pay the Custodian
0.04% of the average daily net assets of each Fund during the fiscal year ending
September 30, 1998.
 
THE SUB-ADVISER
 
Weiss, Peck & Greer, L.L.C. ("WPG") serves as the Tax Exempt Fund's investment
sub-adviser under a sub-advisory agreement (the "Sub-Advisory Agreement") with
the Adviser. Under the Sub-Advisory Agreement, and subject at all times to the
supervision of the Adviser and the Trustees of the Trust, WPG invests the assets
of the Fund on a daily basis, and continuously administers the investment
program of the Fund.
 
WPG is a limited liability company founded as a limited partnership in 1970, and
engages in investment management, venture capital management and management
buyouts. Since its founding, WPG has been active in managing portfolios of tax
exempt securities. As of September 30, 1997, WPG managed over $14.6 billion in
assets, $2 billion of which is invested in tax exempt money market funds. The
principal business address of WPG is One New York Plaza, New York, N.Y. 10004.
 
WPG is entitled to a fee which is paid by the Adviser and which is calculated
daily and paid monthly, at an annual rate of: .075% of the Tax Exempt Fund's
average daily net assets up to $150 million, .05% of the next $350 million of
the Fund's average daily net assets, .04% of the next $500 million in average
daily net assets; and .03% of the Fund's average daily net assets over $1
billion.
 
For the fiscal period ended September 30, 1997, WPG was paid a sub-advisory fee
of .075% (annualized) of the Tax Exempt Fund's average daily net assets.
 
THE ADMINISTRATOR
 
SEI Fund Resources, a Delaware business trust (the "Administrator"), has its
principal business offices at Oaks, Pennsylvania 19456. The Trust and the
Administrator are parties to an Administration Agreement (the "Administration
Agreement"). Under the terms of the Administration Agreement, the Administrator
provides the Trust with administrative services, other than investment advisory
services, including all regulatory reporting, necessary office space, equipment,
personnel and facilities.
 
The Administrator is entitled to a fee, which is calculated daily and paid
monthly, at an annual rate of .15% of each Fund's average daily net assets.
 
The Administrator may voluntarily waive a portion of its fees in order to limit
the total operating expenses of the Funds.
 
THE SHAREHOLDER SERVICING AGENT AND TRANSFER AGENT
 
DST Systems, Inc., 1004 Baltimore Street, Kansas City, MO 64105, serves as the
dividend disbursing agent and shareholder servicing agent for the Trust. DST
also acts as transfer agent for the Trust under a transfer agent agreement.
<PAGE>
11
 
THE DISTRIBUTOR
 
The Retail Class shares of the Funds have a Rule 12b-1 distribution plan (the
"Retail Class Plan"), and the Trust and SEI Investments Distribution Co. (the
"Distributor"), Oaks, Pennsylvania 19456, a wholly-owned subsidiary of SEI
Investments Company, have entered into a distribution agreement (the
"Distribution Agreement").
 
As provided in the Distribution Agreement and the Retail Class Plan, the Trust
pays the Distributor a fee at the annual rate of .25% of the average daily net
assets of the Retail Class shares of the Funds. This fee will be calculated and
paid each month based on average daily net assets for that month. The
Distributor from time to time may waive a portion of this distribution fee in
order to limit the distribution fee for Retail Class shares of the Funds. The
Distributor reserves the right in its sole discretion to terminate this
voluntary waiver at any time.
 
The Distributor may use such fees to make payments to financial institutions and
intermediaries such as banks (including the Adviser and its affiliates), savings
and loan associations, insurance companies, and investment counselors, broker-
dealers, and the Distributor's affiliates (collectively, "financial
intermediaries") as compensation for shareholder services or as compensation to
the Distributor for its services. The Retail Class Plan is characterized as a
compensation plan since this fee will be paid to the Distributor without regard
to the shareholder service expenses incurred by the Distributor or the amount of
payments made to financial intermediaries. If the Distributor's expenses are
less than its fees, the Trust will still pay the full fee and the Distributor
will realize a profit, but the Trust will not be obligated to pay in excess of
the full fee, even if the Distributor's actual expenses are higher. The
Distributor has agreed, however, to pay the entire amount of the fee to
financial intermediaries for shareholder services.
 
The Funds may also execute brokerage or other agency transactions through an
affiliate of the Adviser or through the Distributor, for which the affiliate or
the Distributor may receive "usual and customary" compensation. For further
information, see the Statement of Additional Information.
 
PERFORMANCE
 
From time to time, the Trust may advertise each Fund's "current yield" and
"effective compound yield." These figures will fluctuate, as they are based on
historical earnings; they are not intended to indicate future performance and
the Trust makes no representation concerning actual future yields. The "current
yield" of a Fund refers to the income generated by an investment over a
seven-day period which is then "annualized." That is, the amount of income
generated by an investment during that week is assumed to be generated each week
over a 52-week period and is shown as a percentage of the investment. The
"effective yield" is calculated similarly but, when annualized, the income
earned by an investment is assumed to be reinvested. The "effective yield" will
be slightly higher than the "current yield" because of the compounding effect of
this assumed reinvestment.
 
The Tax Exempt Fund may also advertise a "tax-equivalent yield," which is
calculated by determining the rate of return that would have to be achieved on a
fully taxable investment to produce the after-tax equivalent of this Fund's
yield, assuming certain tax brackets for the shareholder.
 
In addition, the Trust may from time to time compare performance of a Fund to
that of other mutual funds tracked by mutual fund rating services, financial and
business publications and periodicals, broad groups of comparable mutual funds
or unmanaged indices which may assume investment of dividends but generally do
not reflect deductions for administrative and management costs or to other
investment alternatives.
 
The performance of the various classes of shares of a Fund will differ because
of the distribution fees charged to the Cash Sweep Class and Retail Class
shares.
 
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 detailed explanation of the federal,
state, or local income tax treatment of the Funds or its shareholders. In
addition, state and local tax consequences of an
<PAGE>
12
 
investment in a Fund may differ from the federal income tax consequences
described below. Accordingly, shareholders are urged to consult with their tax
advisers regarding specific questions as to federal, state and local income
taxes. Additional information concerning taxes is set forth in the Statement of
Additional Information.
 
TAX STATUS OF THE FUNDS
 
Each Fund is treated as a separate entity for federal income tax purposes and is
not combined with the Trust's other funds. Each Fund intends to qualify for the
special tax treatment afforded regulated investment companies as defined under
Subchapter M of the Internal Revenue Code of 1986, as amended, so as to be
relieved of federal income tax on that part of its net investment company
taxable income, and net capital gain (the excess of net long-term capital gains
over net short-term capital losses) distributed to shareholders.
 
TAX STATUS OF DISTRIBUTIONS
 
Each Fund will distribute all of its net investment income (including net
short-term capital gains) to shareholders. Dividends from net investment company
taxable income are taxable to shareholders as ordinary income (whether received
in cash or in additional shares) to the extent of a Fund's earnings and profits.
Net capital gains will be distributed at least annually and will be taxed to
shareholders as a 20% rate gain distribution (taxed at a rate of 20%) or a 28%
rate gain distribution (taxed at a rate of 28%), depending upon the designation
by the Fund (such designation being dependent upon the Fund's holding period in
the underlying asset generating the net capital gain), regardless of how long
the shareholders have held their shares and regardless of whether the
distributions are received in cash or in additional shares. If no designation is
made regarding a capital gain dividend, it will be classified as a 28% rate gain
distribution, and, thus, taxed at a rate of 28%. Dividends and distribution of
capital gains paid by a Fund do not qualify for the dividends received deduction
for corporate shareholders. Each Fund will make annual reports to shareholders
of the federal income tax status of all distributions.
 
If, at the close of each quarter of its taxable year, at least 50% of the value
of the Tax Exempt Fund's assets consist of obligations, the interest on which is
excludable from gross income for federal tax purposes, that Fund may pay
"exempt-interest dividends" to its shareholders. Those dividends constitute the
portion of the aggregate dividends as designated by the Fund equal to the excess
of the excludable interest over certain amounts disallowed as deductions.
Exempt-interest dividends are excludable from a shareholder's gross income for
regular federal income tax purposes, but may have certain collateral federal
income tax consequences, including alternative minimum tax. See the Statement of
Additional Information.
 
Current federal law limits the types and volume of bonds qualifying for the
federal income tax exemption of interest, which may have an effect on the
ability of the Tax Exempt Fund to purchase sufficient amounts of tax-exempt
securities to satisfy the Code's requirements for the payment of
"exempt-interest dividends."
 
Dividends declared by a Fund in October, November or December of any year and
payable to shareholders of record on a date in one of those months will be
deemed to have been paid by the Fund and received by the shareholders on
December 31 of the year declared paid by the Fund at any time during the
following January.
 
With respect to investments in U.S. Treasury STRIPS, which are sold with
original issue discount and do not make periodic cash interest payments, a 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 each Fund distributes all of its
net investment income to its shareholders, a Fund may have to sell portfolio
securities to distribute such imputed income, which may occur at a time when the
Adviser would not have chosen to sell such securities and which may result in a
taxable gain or loss.
 
Investment income received directly by a Fund on direct U.S. Government
obligations is exempt from income tax at the state level when received directly
and may be exempt, depending on the state, when received by a shareholder as
income dividends provided certain state specific conditions are satisfied.
Interest received on repurchase agreements collateralized by direct U.S.
Government obligations normally is not exempt from state
<PAGE>
13
 
taxation. Each Fund will inform shareholders annually of the percentage of
income and distributions derived from direct U.S. Government obligations.
Shareholders should consult their tax advisers to determine whether any portion
of the income dividends received from a Fund is considered tax exempt in their
particular states.
 
Each Fund intends to make sufficient distributions prior to the end of each
calendar year to avoid liability for federal excise tax applicable to regulated
investment companies.
 
A sale, exchange or redemption of a Fund's shares generally is a taxable
transaction to the shareholder.
 
GENERAL INFORMATION
 
THE TRUST
 
The Trust was organized as a Massachusetts business trust under a Declaration of
Trust dated June 29, 1993. The Declaration of Trust permits the Trust to offer
separate series of shares or "funds" and different classes of each fund. In
addition to the Funds, the Trust offers the following funds: Institutional Money
Market Fund, Government Securities Fund, Louisiana Tax-Free Income Fund,
Strategic Income Bond Fund, Balanced Fund, Value Equity Fund, Growth Equity
Fund, Small Cap Equity Fund and International Equity 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
reserves the right to create and issue shares of additional funds.
 
Each Fund pays its operating 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 and
insurance expenses, and pays additional expenses including litigation and other
extraordinary expenses, brokerage costs, interest charges, taxes and
organization expenses.
 
TRUSTEES OF THE TRUST
 
The management and affairs of the Trust are supervised by the Trustees under the
laws of the Commonwealth of Massachusetts. The Trustees have approved contracts
under which, as described above, certain companies provide essential management,
administrative and shareholder services to the Trust.
 
VOTING RIGHTS
 
Each share held entitles the shareholder of record to one vote. Each fund or
class will vote separately on matters relating solely to that fund or class. As
a Massachusetts business trust, the Trust is not required to hold annual
meetings of shareholders but meetings of shareholders will be held from time to
time to seek approval for certain changes in the operation of the Trust and for
the election of Trustees under certain circumstances. In addition, a Trustee may
be 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.
 
REPORTING
 
The Trust issues unaudited financial information semiannually and audited
financial statements annually. The Trust furnishes periodic reports to
shareholders of record, and, as necessary, proxy statements for shareholder
meetings.
 
SHAREHOLDER INQUIRIES
 
Shareholder inquiries should be directed to Marquis Funds, P.O. Box 419316,
Kansas City, MO 64141-6316 or by calling 1-800-471-1144.
 
DIVIDENDS
 
The net investment income (not including capital gains) of a Fund is determined
and declared on each Business Day as a dividend for shareholders of record as of
the close of business on that day. Shareholders who own shares at the close of
business on the record date will be entitled to receive the dividend. Currently,
capital gains of each Fund, if any, will be distributed at least annually.
Dividends are paid by the Funds in Federal funds or in additional shares at the
discretion of the shareholder on the first business day of each month.
<PAGE>
14
 
COUNSEL AND INDEPENDENT PUBLIC ACCOUNTANTS
 
Morgan, Lewis & Bockius LLP serves as counsel to the Trust. Arthur Andersen LLP
serves as the independent public accountants of the Trust.
 
DESCRIPTION OF PERMITTED INVESTMENTS AND RISK FACTORS
 
The following is a description of the permitted investments and investment
practices for the Funds and associated risk factors. The only permitted
investments for the Treasury Fund include Repurchase Agreements and U.S.
Treasury obligations. Further discussion is contained in the Statement of
Additional Information.
 
BANKERS' ACCEPTANCES -- Bankers' acceptances are bills of exchange or time
drafts drawn on and accepted by a commercial bank. Bankers' acceptances are used
by corporations to finance the shipment and storage of goods and to furnish
dollar exchange. Maturities are generally six months or less.
 
CERTIFICATES OF DEPOSIT -- Certificates of deposit are interest bearing
instruments with a specific short-term maturity. They 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. Certificates of deposit
with penalties for early withdrawal will be considered illiquid.
 
COMMERCIAL PAPER -- Commercial paper is a term used to describe unsecured
short-term promissory notes issued by corporations and other entities.
Maturities on these issues vary from a few to 270 days.
 
FIXED INCOME SECURITIES -- Fixed income securities include bonds, notes,
debentures and other interest-bearing securities that represent indebtedness.
The market value of the fixed income investments in which the Funds invest 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. Changes in
the value of these securities will not necessarily affect cash income derived
from these securities but will affect a Fund's net asset value.
 
MUNICIPAL LEASES -- 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 certificate in any of the above.
 
Municipal lease obligations typically are not backed by the municipality's
credit, and their interest may become taxable if the lease is assigned. If funds
are not appropriated for the following year's lease payments, a lease may
terminate, with a possibility of default on the lease obligation and significant
loss to the Fund. Under guidelines established by the Board of Trustees, the
credit quality of municipal leases will be determined on an ongoing basis,
including an assessment of the likelihood that a lease will be canceled.
 
MUNICIPAL SECURITIES -- Municipal securities consist of (i) debt obligations
issued by or on behalf of public authorities to obtain funds to be used for
various public facilities, for refunding outstanding obligations, for general
operating expenses, and for lending such funds to other public institutions and
facilities, and (ii) certain private activity and industrial development bonds
issued by or on behalf of public authorities to obtain funds to provide for the
construction, equipment, repair, or improvement of privately operated
facilities. General obligation bonds are backed by the taxing power of the
issuing municipality. Revenue bonds are backed by the revenues of a project or
facility; tolls from a toll bridge for example. Certificates of participation
represent an interest in an underlying obligation or commitment such as an
obligation issued in connection with a leasing arrangement. The payment of
principal and interest on private activity and industrial development bonds
generally is dependent solely on the ability of the facility's user to meet its
financial obligations and the pledge, if any, of real and personal property so
financed as security for such payment.
<PAGE>
15
 
Municipal securities include general obligation notes, tax anticipation notes,
revenue anticipation notes, bond anticipation notes, certificates of
indebtedness, demand notes and construction loan notes. Municipal bonds include
general obligation bonds, revenue or special obligation bonds, private activity
and industrial development bonds.
 
PARTICIPATION INTERESTS -- Participation interests are interests in Municipal
Securities from financial institutions such as commercial and investment banks,
savings and loan associations and insurance companies. These interests may take
the form of participations, beneficial interests in a trust, partnership
interests or any other form of indirect ownership that allows a Fund to treat
the income from the investment as exempt from federal income tax. The Tax Exempt
Fund invests in these participation interests in order to obtain credit
enhancement or demand features that would not be available through direct
ownership of the underlying Municipal Securities.
 
RECEIPTS -- TRs, TIGRs and CATS -- 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 obligations 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 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. The amount of this discount is accrued over the life
of the security and constitutes the income earned on the security for both
accounting and tax purposes. Because of these features, receipts may be subject
to greater price volatility than interest paying U.S. Treasury Obligations.
Receipts include Treasury Receipts ("TRs"), Treasury Investment Growth Receipts
("TIGRs"), and Certificates of Accrual on Treasury Securities ("CATS").
 
REPURCHASE AGREEMENTS -- Repurchase agreements are agreements by which a Fund
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. Repurchase
agreements must be fully collateralized at all times. A 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. A Fund will
enter into repurchase agreements only with financial institutions deemed to
present minimal risk of bankruptcy during the term of the agreement based on
established guidelines. Repurchase agreements are considered loans under the
1940 Act, as amended.
 
SECURITIES LENDING -- In order to generate additional income, the Tax Exempt
Fund may lend securities which it owns pursuant to agreements requiring that the
loan be continuously secured by collateral consisting of cash or securities of
the U.S. Government or its agencies equal to at least 100% of the market value
of the securities lent. The Fund continues to receive interest on the securities
lent while simultaneously earning a portion of the return generated from the
collateral (or a portion of the return on the investment of cash collateral).
Collateral is marked to market daily. 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 or become insolvent.
 
STANDBY COMMITMENTS -- Some securities dealers are willing to sell Municipal
Securities to a Fund accompanied by their commitments to repurchase the
Municipal Securities prior to maturity, at the Fund's option, for the amortized
cost of the Municipal Securities at the time of repurchase. These arrangements
are not used to protect against changes in the market value of Municipal
Securities. They permit a Fund, however, to remain fully invested and still
provide liquidity to satisfy redemptions. The cost of Municipal Securities
accompanied by these "standby" commitments could be greater than the cost of
Municipal Securities without such commitments. Standby commitments are not
marketable or otherwise assignable and have value only to a Fund. The default or
bankruptcy of a securities dealer giving such a commitment would not affect the
quality of the Municipal Securities purchased. However, without a standby
commitment, these securities could be more difficult to sell. The Tax Exempt
Fund enters into standby commitments only with those dealers whose credit the
investment adviser believes to be of high quality.
<PAGE>
16
 
TIME DEPOSITS -- Time deposits are non-negotiable receipts issued by a bank in
exchange for the deposit of funds. Like a certificate of deposit, it 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 or that
mature in more than seven days are considered to be illiquid securities.
 
U.S. GOVERNMENT AGENCY OBLIGATIONS -- Obligations issued or guaranteed by
agencies of the United States Government, including, among others, the Federal
Farm Credit Bank, the Federal Housing Administration and the Small Business
Administration, and obligations issued or guaranteed by instrumentalities of the
United States Government, including, among others, the Federal Home Loan
Mortgage Corporation, the Federal Land Banks and the United States Postal
Service. Some of these securities are supported by the full faith and credit of
the United States Treasury, others are supported by the right of the issuer to
borrow from the Treasury, while still others are supported only by the credit of
the instrumentality. Guarantees of principal by agencies or instrumentalities of
the United States Government may be a guarantee of payment at the maturity of
the obligation so that in the event of a default prior to maturity there might
not be a market and thus no means of realizing on the obligation prior to
maturity. Guarantees as to the timely payment of principal and interest do not
extend to the value or yield of these securities nor to the value of the Tax
Exempt Fund's shares.
 
U.S. GOVERNMENT SECURITIES -- Any guaranty by the U.S. Government of the
securities in which a Fund invests guarantees only the payment of principal and
interest on the guaranteed security and does not guarantee the yield or value of
that security or the yield or value of shares of the Fund.
 
U.S. TREASURY OBLIGATIONS -- U.S. Treasury obligations consist of 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"). The Funds do not expect to trade STRIPS
actively.
 
VARIABLE AND FLOATING RATE INSTRUMENTS -- Certain of the obligations purchased
by the Tax Exempt 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. Such instruments bear interest at rates which are
not fixed, but which vary with changes in specified market rates or indices. 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. A demand instrument with a
demand notice exceeding seven days may be considered illiquid if there is no
secondary market for such securities.
 
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES -- When-issued or delayed delivery
basis transactions involve the purchase of an instrument with payment and
delivery taking place in the future. Delivery of and payment for these
securities may occur a month or more after the date of the purchase commitment.
However, the Tax Exempt Fund may purchase securities on a when-issued or delayed
basis only when settlement takes place within 15 days of the purchase of such
securities. To the extent required by the 1940 Act, the Tax Exempt Fund will
maintain with the custodian a separate account with liquid high grade debt
securities or cash in an amount at least equal to these commitments. The
interest rate realized on these securities is fixed as of the purchase date and
no interest accrues to the Fund before settlement. These securities are subject
to market fluctuation due to changes in market interest rates and it is possible
that the market value at the time of settlement could be higher or lower than
the purchase price if the general level of interest rates has changed. Although
the Tax Exempt Fund generally purchases 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 it deems appropriate.
<PAGE>
17
 
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
 
<TABLE>
<S>                                                                         <C>
Summary...................................................................     2
Expense Summary...........................................................     3
Financial Highlights......................................................     4
The Trust.................................................................     5
Investment Objective and Policies for the Treasury Fund...................     5
Investment Objective and Policies for the Tax Exempt Fund.................     5
General Investment Policies...............................................     6
Investment Limitations....................................................     6
Purchase of Shares........................................................     6
Exchanges.................................................................     8
Redemption of Shares......................................................     8
The Adviser...............................................................     9
The Sub-Adviser...........................................................    10
The Administrator.........................................................    10
The Shareholder Servicing Agent and Transfer Agent........................    10
The Distributor...........................................................    11
Performance...............................................................    11
Taxes.....................................................................    11
General Information.......................................................    13
Description of Permitted Investments and Risk Factors.....................    14
</TABLE>
<PAGE>
                 (This page has been left blank intentionally.)
<PAGE>
                    THE ONE GROUP(R) FAMILY OF MUTUAL FUNDS

                                  EQUITY FUNDS

                              COMBINED PROSPECTUS

                                NOVEMBER 1, 1997


                     THE ONE GROUP(R) ASSET ALLOCATION FUND

                   THE ONE GROUP(R) LARGE COMPANY GROWTH FUND

                    THE ONE GROUP(R) LARGE COMPANY VALUE FUND

                   THE ONE GROUP(R) GROWTH OPPORTUNITIES FUND

                THE ONE GROUP(R) INTERNATIONAL EQUITY INDEX FUND

                     THE ONE GROUP(R) DISCIPLINED VALUE FUND

                       THE ONE GROUP(R) EQUITY INDEX FUND

                       THE ONE GROUP(R) INCOME EQUITY FUND

                       THE ONE GROUP(R) VALUE GROWTH FUND

                   THE ONE GROUP(R) SMALL CAPITALIZATION FUND


    This prospectus describes ten mutual funds with a variety of investment
 objectives, including total return, capital appreciation, current income, and
   long-term capital growth. The information in this prospectus is important.
 Please read it carefully before you invest, and save it for future reference.


  PLEASE REMEMBER THAT SHARES OF THE FUNDS: O ARE NOT DEPOSITS OR OBLIGATIONS
 OF, OR GUARANTEED BY BANC ONE CORPORATION OR ITS AFFILIATES; O ARE NOT INSURED
OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR BY ANY FEDERAL OR
  STATE GOVERNMENTAL AGENCY; O INVOLVE INVESTMENT RISK, INCLUDING THE POSSIBLE
                     LOSS OF THE PRINCIPAL AMOUNT INVESTED.

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


<PAGE>


                              TABLE OF CONTENTS
<TABLE>
                   <S>                                                      <C>
                   A BRIEF PREVIEW OF THE FUNDS............................    1

                   ABOUT THE FUNDS.........................................    2
                      The One Group(R) Asset Allocation Fund...............    2
                      The One Group(R) Large Company Growth Fund...........    5
                      The One Group(R) Large Company Value Fund............    8
                      The One Group(R) Growth Opportunities Fund...........   11
                      The One Group(R) International Equity Index Fund.....   14
                      The One Group(R) Disciplined Value Fund..............   17
                      The One Group(R) Equity Index Fund...................   20
                      The One Group(R) Income Equity Fund..................   23
                      The One Group(R) Value Growth Fund...................   26
                      The One Group(R) Small Capitalization Fund...........   29

                   MORE ABOUT THE FUNDS....................................   32

                   HOW TO DO BUSINESS WITH THE ONE GROUP...................   33

                      Purchasing Fund Shares...............................   33
                      Sales Charges........................................   34
                      Sales Charge Reductions and Waivers..................   36
                      Exchanging Fund Shares...............................   37
                      Redeeming Fund Shares................................   38

                   SHAREHOLDER INFORMATION.................................   40
                      Voting Rights........................................   40
                      Dividend Policies....................................   40
                      Tax Treatment of the Funds...........................   40
                      Tax Treatment of Shareholders........................   40
                      Shareholder Inquiries................................   41

                   ORGANIZATION AND MANAGEMENT OF THE FUNDS................   42
                      The Funds............................................   42
                      The Board of Trustees................................   42
                      The Advisor..........................................   42
                      The Sub-Advisor......................................   42
                      The Distributor......................................   43
                      The Administrator and Sub-Administrator..............   43
                      The Transfer Agent, Custodian and Sub-Custodian......   43

                   DETAILS ABOUT THE FUNDS' INVESTMENT PRACTICES AND
                     POLICIES..............................................   44
                      Investment Practices.................................   44
                      Investment Risks.....................................   47
                      Investment Policies..................................   48

                   APPENDIX: DESCRIPTION OF RATINGS........................   49
</TABLE>



<PAGE>

                                                                               1

                          A BRIEF PREVIEW OF THE FUNDS

             WHAT ARE THE GOALS OF THE ONE GROUP EQUITY FUNDS?
             The Funds are designed for a variety of investment objectives,
             including total return, capital appreciation, current income,
             and long-term capital growth. Each Fund pursues a different
             objective and involves different risks. Please read about each
             Fund before investing.

             WHAT ARE THE FUNDS' INVESTMENT STRATEGIES?

             The Funds normally will invest in a variety of equity
             securities, including common stock. The Funds also may invest
             in debt securities and preferred stocks which are convertible
             into common stock. Most of the Funds may invest in securities
             of foreign issuers.

             WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUNDS?
             Equity securities such as those in which the Funds may invest
             are more volatile and carry more risk than some other forms of
             investment. Accordingly, as with all equity investments, you
             may lose money by investing in the Funds. The Funds may invest
             in derivative securities. These securities may expose the
             Funds to special risks. In addition, investments in foreign
             securities may expose the Funds to risks that are different
             from investments in U.S. securities. For more information
             about risks, please read "More About the Funds" and
             "Investment Risks."

             WHAT CLASSES OF SHARES ARE AVAILABLE?
             The Funds currently offer four classes of Shares: Class A,
             Class B, Class C and Fiduciary Class. Class A, Class B and
             Class C 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. The section called "How To Do
             Business With The One Group" will provide more information.
             Fiduciary Class shares are not available to Individual
             Retirement Accounts ("IRA").

             HOW DO I PURCHASE AND REDEEM SHARES?

             You may buy and redeem shares of the Funds on any day that the
             Funds are open for business. Class C shares are not available
             for purchase in all of the Funds. Purchase and redemption
             procedures are explained in greater detail in "How To Do
             Business With The One Group." For additional information, call
             The One Group Services Company at 1-800-480-4111.


             HOW ARE DIVIDENDS PAID?

             Generally, dividends are declared on the last business day of
             each month and are distributed periodically on the first
             business day of each month. The One Group International Equity
             Index Fund, however, distributes dividends annually. Any
             capital gains are distributed at least annually. Distributions
             are paid in additional shares of the same class unless you
             elect to take the payment in cash. For a more detailed
             discussion of dividends, see "Dividend Policies."


             WHO MANAGES THE FUNDS?
             Banc One Investment Advisors Corporation ("Banc One Investment
             Advisors"), an indirect subsidiary of BANC ONE CORPORATION,
             serves as the advisor of the Funds. Banc One Investment
             Advisors is paid a fee for its services. Independence
             International Associates, Inc. (the "Sub-Advisor") serves as
             Sub-Advisor to the International Equity Index Fund. The
             Sub-Advisor's fees are paid by Banc One Investment Advisors. A
             more detailed discussion regarding Banc One Investment
             Advisors, its services and compensation can be found in the
             Prospectus under the headings "The Advisor" and "Expense
             Summary." Additional information regarding the Sub-Advisor is
             located in the Prospectus under the heading "The Sub-Advisor."

<PAGE>
2

THE ONE GROUP(R)

ASSET ALLOCATION FUND

[ICON] INVESTMENT OBJECTIVE
The Fund seeks to provide total return while preserving capital.

[ICON] INVESTMENT STRATEGY
The Fund invests in a combination of stocks, fixed income securities and money
market instruments. Banc One Investment Advisors will regularly review the
Fund's asset allocations and vary them over time to favor investments which they
believe will provide the most favorable total return. In making asset allocation
decisions, Banc One Investment Advisors will evaluate projections of risk,
market and economic conditions, volatility, yields and expected return. Because
the Fund seeks total return over the long term, Banc One Investment Advisors
will not attempt to time the market. Rather, asset allocation shifts will be
made gradually over time.

[ICON] PORTFOLIO SECURITIES
The Fund normally will invest between 40% and 75% of its total assets in all
types of equity securities, including the stock of both large and small
capitalization companies, as well as growth and value securities. Up to 20% of
the equities held by the Fund may be foreign securities, including American
Depository Receipts. Between 25% and 60% of the Fund's total assets will be
invested in fixed income securities, including bonds, notes, and other debt
securities. The balance of the Fund's total assets will be invested in money
market instruments. For a list of all the securities in which the Fund may
invest, please read "Investment Practices."

[ICON] RISK CONSIDERATIONS
The Fund invests in equity securities, which may increase or decrease in value.
As a result, the value of your investment in the Fund may increase or decrease
in value. The Fund also will invest in fixed income securities. The value of
these securities will change in response to interest rate changes and other
factors. This is especially true to the extent the Fund invests in debt
securities in the lowest investment grade category. Such securities have
speculative characteristics. Before you invest, please read "More About the
Funds" and "Investment Practices."

[ICON] FUND MANAGEMENT
Scott Grimshaw is the Manager of the fixed income portion of the Fund, having
served in that position since November, 1996. He has been employed as a research
analyst for Banc One Investment Advisors or its affiliates since 1988.

   Since May 1, 1997, Dan Kapusta has served as Manager of the equity portion of
the Fund. Mr. Kapusta has been an equity analyst with Banc One Investment
Advisors since 1992. Before joining Banc One Investment Advisors, Mr. Kapusta
worked for Robert W. Baird, Inc. in Milwaukee, Wisconsin as an equity analyst.

SHAREHOLDER EXPENSES

<TABLE>
<CAPTION>
   SHAREHOLDER TRANSACTION EXPENSES (1)      CLASS A   CLASS B   CLASS C   FIDUCIARY CLASS
<S>                                          <C>       <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)         4.50%      none      none          none
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase
  price or redemption proceeds, as
  applicable)                                  none(2)  5.00%     1.00%          none
Redemption Fees                                none      none      none          none
Exchange Fees                                  none      none      none          none

ANNUAL OPERATING EXPENSES (3) (as a
  percentage of average daily net assets)
Investment Advisory Fees (after fee
  waiver) (4)                                  .55%      .55%      .55%          .55%
12b-1 Fees (after fee waiver) (5)              .25%     1.00%     1.00%          none
Other Expenses                                 .40%      .40%      .40%          .40%
Total Fund Operating Expenses (after fee
  waivers) (6)                                1.20%     1.95%     1.95%          .95%
</TABLE>

(1) If you buy or sell shares through a Shareholder Servicing Agent, you may be
    charged separate transaction fees by the Shareholder Servicing Agent. In
    addition, a $7.00 charge is deducted from the redemption amounts paid by
    wire.
(2) Except for purchases of $1 million or more. Please see "Sales Charges."
(3) Expense information has been restated to reflect current fees.
(4) Without the fee waiver, Investment Advisory Fees would be .65% for all
    classes of shares.
(5) Due to 12b-1 fees, long-term Class A, Class B and Class C shareholders may
    pay more than the equivalent of the maximum front-end sales charges
    permitted by the rules of the National Association of Securities Dealers.
    Without the voluntary waiver, 12b-1 fees would be .35% for Class A shares.
(6) Total Operating Expenses have been revised to reflect fee waivers. Without
    the voluntary reduction of Investment Advisory and 12b-1 fees, Total
    Operating Expenses would be 1.40% for Class A shares, 2.05% for Class B
    shares, 2.05% for Class C shares and 1.05% for Fiduciary Class shares.

 EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                         $ 57       $  81       $ 108        $184
Class A (without fee waivers)                   $ 59       $  87       $ 118        $205
Class B                                         $ 70       $  91       $ 125        $208
Class B (without fee waiver)                    $ 71       $  94       $ 130        $221
Class C                                         $ 30       $  61       $ 105        $227
Class C (without fee waiver)                    $ 31       $  64       $ 110        $238
Fiduciary Class                                 $ 10       $  30       $  53        $117
Fiduciary Class (without fee waiver)            $ 11       $  33       $  58        $128
</TABLE>

Assuming no redemption the end of each time period, 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                                         $ 57       $  81       $ 108        $184
Class A (without fee waivers)                   $ 59       $  87       $ 118        $205
Class B                                         $ 20       $  61       $ 105        $208
Class B (without fee waiver)                    $ 21       $  64       $ 110        $221
Class C                                         $ 20       $  61       $ 105        $227
Class C (without fee waiver)                    $ 21       $  64       $ 110        $238
Fiduciary Class                                 $ 10       $  30       $  53        $117
Fiduciary Class (without fee waiver)            $ 11       $  33       $  58        $128
</TABLE>

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

These examples are designed to assist you in understanding the various costs and
expenses that may be directly or indirectly paid by investors in the Fund. THESE
EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
                                                                               3

THE ONE GROUP(R) ASSET ALLOCATION FUND    FINANCIAL HIGHLIGHTS


The Financial Highlights are intended to help you understand the Fund's
financial performance for the past 10 years, or since inception if less than 10
years. The total returns in the table represent the rate a shareholder would
have earned on an investment in the Fund (assuming reinvestment of all dividends
and distributions). This information has been derived from financial statements
audited by Coopers & Lybrand L.L.P., whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.


<TABLE>
<CAPTION>
                                                                                    YEAR ENDED JUNE 30,
                                                       ---------------------------------------------------------------------------
                     FIDUCIARY                         1997             1996             1995             1994            1993(a)
<S>                                                  <C>              <C>              <C>              <C>              <C>
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                 $  11.71         $  10.73         $   9.64         $  10.06       $  10.00
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                  0.43             0.41             0.38             0.29           0.07
  Net realized and unrealized gains (losses) from
    investments                                          1.81             1.16             1.12            (0.38)          0.06
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                         2.24             1.57             1.50            (0.09)          0.13
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  From net investment income                            (0.43)           (0.41)           (0.37)           (0.29)         (0.07)
  From net realized gains                               (0.54)           (0.18)           (0.04)           (0.04)           --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                     (0.97)           (0.59)           (0.41)           (0.33)         (0.07)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                       $  12.98         $  11.71         $  10.73         $   9.64       $  10.06
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return                                            20.16%           14.87%           16.06%           (1.01)%         5.45%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                  $ 94,971         $ 50,323         $ 37,658         $ 42,751       $ 30,441
  Ratio of expenses to average net assets                0.80%            0.94%            1.06%            1.06%          0.90%(b)
  Ratio of net investment income to average net
    assets                                               3.55%            3.58%            3.72%            2.91%          3.03%(b)
  Ratio of expenses to average net assets*               1.00%            1.19%            1.31%            1.33%          1.34%(b)
  Ratio of net investment income to average net
    assets*                                              3.35%            3.33%            3.47%            2.64%          2.59%(b)
  Portfolio turnover(c)                                 80.96%           73.38%          115.36%           56.55%          4.05%
  Average commission rate paid(d)                    $ 0.0497         $ 0.0616
</TABLE>

* 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) Portfolio turnover is calculated on the basis of
  the Fund as a whole without distinguishing among the classes of shares
  issued.  (d) The average commission represents the total dollar amount of
  commissions paid on portfolio security transactions divided by the total
  number of portfolio shares purchased and sold for which commissions were
  charged. For the year ended June 30, 1996, the average commission was
  calculated for only the last seven months of the year.

<TABLE>
<CAPTION>
                                                                                  YEAR ENDED JUNE 30,
                                                       ---------------------------------------------------------------------------
                      CLASS A                          1997             1996             1995             1994            1993(a)
<S>                                                  <C>              <C>              <C>              <C>              <C>
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                 $  11.72         $  10.74         $   9.65         $  10.06       $  10.00
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                  0.39             0.37             0.35             0.27           0.05
  Net realized and unrealized gains (losses) from
    investments                                          1.83             1.16             1.13            (0.38)          0.07
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                         2.22             1.53             1.48            (0.11)          0.12
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions From net investment income                (0.40)           (0.37)           (0.34)           (0.26)         (0.06)
  In excess of net investment income                      --               --             (0.01)             --             --
  From net realized gains                               (0.54)           (0.18)           (0.04)           (0.04)           --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                     (0.94)           (0.55)           (0.39)           (0.30)         (0.06)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                       $  13.00         $  11.72         $  10.74         $   9.65         $10.06
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                    19.85%           14.48%           15.76%           (1.19)%         5.23%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                  $ 31,379         $ 17,849         $  4,745         $  1,691         $  571
  Ratio of expenses to average net assets                1.05%            1.19%            1.31%            1.33%          1.15%(b)
  Ratio of net investment income to average net
    assets                                               3.30%            3.33%            3.57%            2.68%          2.84%(b)
  Ratio of expenses to average net assets*               1.34%            1.54%            1.66%            1.67%          1.62%(b)
  Ratio of net investment income to average net
    assets*                                              3.01%            2.98%            3.22%            2.34%          2.37%(b)
  Portfolio turnover(c)                                 80.96%           73.38%          115.36%           56.55%          4.05%
  Average commission rate paid(d)                    $ 0.0497         $ 0.0616
</TABLE>

* 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 April 2,
  1993.  (b) Annualized.  (c) Portfolio turnover is calculated on the basis of
  the Fund as a whole without distinguishing among the classes of shares
  issued.  (d) The average commission represents the total dollar amount of
  commissions paid on portfolio security transactions divided by the total
  number of portfolio shares purchased and sold for which commissions were
  charged. For the year ended June 30, 1996, the average commission was
  calculated for only the last seven months of the year.

<PAGE>
4

THE ONE GROUP(R) ASSET ALLOCATION FUND    FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                          YEAR ENDED JUNE 30,
                                                                      ------------------------------------------------------------
                              CLASS B                                   1997             1996             1995            1994(a)
<S>                                                                   <C>              <C>              <C>              <C>
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                                  $  11.76         $  10.76         $   9.67       $  10.37
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                                   0.30             0.28             0.27           0.08
  Net realized and unrealized gains (losses) from investments             1.83             1.18             1.14          (0.70)
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                          2.13             1.46             1.41          (0.62)
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions From net investment income                                 (0.31)           (0.28)           (0.27)         (0.08)
  In excess of net investment income                                       --               --             (0.01)           --
  From net realized gains                                                (0.54)           (0.18)           (0.04)           --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                      (0.85)           (0.46)           (0.32)         (0.08)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                        $  13.04         $  11.76         $  10.76       $   9.67
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                                     18.90%           13.79%           14.90%         (5.98)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                   $ 43,900         $ 18,575         $  3,019       $  1,862
  Ratio of expenses to average net assets                                 1.81%            1.94%            2.07%          2.40%(c)
  Ratio of net investment income to average net assets                    2.54%            2.58%            2.77%          1.99%(c)
  Ratio of expenses to average net assets*                                2.01%            2.19%            2.31%          2.40%(c)
  Ratio of net investment income to average net assets*                   2.34%            2.33%            2.52%          1.99%(c)
  Portfolio turnover(d)                                                  80.96%           73.38%          115.36%         56.55%
  Average commission rate paid(e)                                     $ 0.0497         $ 0.0616
</TABLE>

* 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 B commenced offering shares on January 14,
  1994.  (b) Not annualized.  (c) Annualized.  (d) Portfolio turnover is
  calculated on the basis of the Fund as a whole without distinguishing among
  the classes of shares issued.  (e) The average commission represents the total
  dollar amount of commissions paid on portfolio security transactions divided
  by the total number of portfolio shares purchased and sold for which
  commissions were charged. For the year ended June 30, 1996, the average
  commission was calculated for only the last seven months of the year.


<PAGE>
                                                                              5

THE ONE GROUP(R)

LARGE COMPANY GROWTH FUND

[ICON] INVESTMENT OBJECTIVE
The Fund seeks long-term capital appreciation and growth of income by investing
primarily in equity securities.

[ICON] INVESTMENT STRATEGY
The Fund invests primarily in equity securities of large, well-established
companies. The weighted average capitalization of companies in which the Fund
invests normally will exceed the market median capitalization of the Standard &
Poor's 500 Composite Stock Price Index ("S&P 500).*

[ICON] PORTFOLIO SECURITIES

The Fund normally invests at least 65% of its total assets in the equity
securities of companies described above, including common stock, warrants and
rights to buy common stocks. The remainder of the Fund's total assets will be
invested in nonconvertible fixed income securities, options and futures,
repurchase agreements, and securities issued by the U.S. government and its
agencies and instrumentalities. For daily cash management purposes, the Fund may
invest in repurchase agreements and cash equivalents. For a list of all the
securities in which the Fund may invest, please read "Investment Practices."


[ICON] RISK CONSIDERATIONS
The Fund invests in equity securities, which may increase or decrease in value.
As a result, the value of your investment in the Fund may increase or decrease
in value. The Fund also will invest in fixed income securities. The value of
these securities will change in response to interest rate changes and other
factors. This is especially true to the extent the Fund invests in debt
securities with speculative characteristics. Before you invest, please read
"More About the Funds" and "Investment Practices."

[ICON] FUND MANAGEMENT
The Fund is managed by a team of portfolio managers, research analysts, and
other investment management professionals. Each team member makes
recommendations about the securities in the Fund. The research analysts provide
in-depth industry analysis and recommendations, while the portfolio managers
determine strategy, industry weightings, Fund holdings, and cash positions.

*"Standard & Poor's 500" is a registered service mark of Standard & Poor's
 Corporation, which does not sponsor and is in no way affiliated with the Fund.

 SHAREHOLDER EXPENSES

<TABLE>
<CAPTION>
   SHAREHOLDER TRANSACTION EXPENSES (1)      CLASS A   CLASS B   CLASS C   FIDUCIARY CLASS
<S>                                          <C>       <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)         4.50%      none      none          none
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase
  price or redemption proceeds, as
  applicable)                                  none(2)  5.00%     1.00%          none
Redemption Fees                                none      none      none          none
Exchange Fees                                  none      none      none          none

ANNUAL OPERATING EXPENSES (3) (as a
  percentage of average daily net assets)
Investment Advisory Fees                       .74%      .74%      .74%          .74%
12b-1 Fees (after fee waiver) (4)              .25%     1.00%     1.00%          none
Other Expenses                                 .26%      .26%      .26%          .26%
Total Fund Operating Expenses (after fee
  waiver) (5)                                 1.25%     2.00%     2.00%         1.00%
</TABLE>

(1) If you buy or sell shares through a Shareholder Servicing Agent, you may be
    charged separate transaction fees by the Shareholder Servicing Agent. In
    addition, a $7.00 charge is deducted from redemption amounts paid by wire.
(2) Except for purchases of $1 million or more. Please see "Sales Charges."
(3) Expense information has been restated to reflect current fees.
(4) Due to 12b-1 fees, long-term Class A, Class B and Class C shareholders may
    pay more than the equivalent of the maximum front-end sales charges
    permitted by the rules of the National Association of Securities Dealers.
    Without the voluntary waiver, 12b-1 fees would be .35% for Class A shares.
(5) Without the voluntary reduction of 12b-1 fees, Total Operating Expenses
    would be 1.35% for Class A shares.

 EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                         $ 57       $  83       $ 111        $189
Class A (without fee waiver)                    $ 58       $  86       $ 116        $200
Class B                                         $ 70       $  93       $ 128        $213
Class C                                         $ 30       $  63       $ 108        $233
Fiduciary Class                                 $ 10       $  32       $  55        $122
</TABLE>

Assuming no redemption at the end of the periods, 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......................................   $ 57       $  83       $ 111        $189
Class A (without fee waiver).................   $ 58       $  86       $ 116        $200
Class B......................................   $ 20       $  63       $ 108        $213
Class C......................................   $ 20       $  63       $ 108        $233
Fiduciary Class..............................   $ 10       $  32       $  55        $122
</TABLE>

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

These examples are designed to assist you in understanding the various costs and
expenses that may be directly or indirectly paid by investors in the Fund. THESE
EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
6

THE ONE GROUP(R) LARGE COMPANY GROWTH FUND    FINANCIAL HIGHLIGHTS


The Financial Highlights are intended to help you understand the Fund's
financial performance for the past 10 years, or since inception if less than 10
years. The total returns in the table represent the rate a shareholder would
have earned on an investment in the Fund (assuming reinvestment of all dividends
and distributions). This information has been derived from financial statements
audited by Coopers & Lybrand L.L.P., whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.


<TABLE>
<CAPTION>
                                                                     YEAR ENDED JUNE 30,
                                --------------------------------------------------------------------------------------------------
        FIDUCIARY               1997              1996              1995              1994              1993            1992(c)
<S>                         <C>               <C>               <C>               <C>               <C>               <C>
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING
  OF PERIOD                 $     15.44       $     13.47       $     11.32       $     10.92       $      9.85   $     10.00
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income            0.12              0.18              0.20              0.20              0.23          0.08
  Net realized and
    unrealized gains
    (losses) from
    investments                    4.79              2.14              3.04              0.67              1.12         (0.16)
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment
  Activities                       4.91              2.32              3.24              0.87              1.35         (0.08)
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  From net investment
    income                        (0.11)            (0.18)            (0.20)            (0.20)            (0.23)        (0.07)
  From net realized gains         (0.80)            (0.17)            (0.89)            (0.27)            (0.05)          --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions               (0.91)            (0.35)            (1.09)            (0.47)            (0.28)        (0.07)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF
  PERIOD                    $     19.44       $     15.44       $     13.47       $     11.32       $     10.92   $      9.85
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return                      33.11%            17.36%            21.85%             8.04%            13.92%        (0.80)%(d)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of
    period (000)            $ 1,142,864       $   745,986       $   531,595       $   150,035       $    41,317   $     25,019
  Ratio of expenses to
    average net assets             0.99%             0.96%             1.00%             0.78%             0.39%         0.30%(d)
  Ratio of net investment
    income to average net
    assets                         0.69%             1.20%             1.72%             1.87%             2.24%         2.37%(d)
  Ratio of expenses to
    average net assets*            0.99%             0.99%             1.00%             1.13%             1.43%         1.49%(d)
  Ratio of net investment
    income to average net
    assets*                        0.69%             1.17%             1.72%             1.52%             1.21%         1.12%(d)
  Portfolio turnover(a)           57.17%            35.51%            14.22%             9.04%            10.61%         3.09%
  Average commission rate
    paid(b)                 $    0.0681      $     0.0647
</TABLE>

* During the period, certain fees were voluntarily reduced. If such voluntary
  fee reductions had not occurred, the ratios would have been as
  indicated.  (a) Portfolio turnover is calculated on the basis of the Fund as a
  whole without distinguishing among the classes of shares issued.  (b) The
  average commission represents the total dollar amount of commissions paid on
  portfolio security transactions divided by the total number of portfolio
  shares purchased and sold for which commissions were charged. For the year
  ended June 30, 1996, the average commission was calculated for only the last
  seven months of the year.  (c) The Fund commenced operations on February 28,
  1992.  (d) Annualized.

<TABLE>
<CAPTION>
                                                                                       YEAR ENDED JUNE 30,
                                                                    --------------------------------------------------------------
         CLASS A                                                    1997              1996              1995            1994(a)
<S>                         <C>               <C>               <C>               <C>               <C>               <C>
NET ASSET VALUE, BEGINNING
  OF PERIOD                                                     $     15.83       $     13.83       $     11.62     $     11.78
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                                0.08              0.14              0.17            0.04
  Net realized and unrealized gains (losses) from
    investments                                                        4.88              2.17              3.10           (0.16)
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment
  Activities                                                           4.96              2.31              3.27           (0.12)
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  From net investment
    income                                                            (0.07)            (0.14)            (0.16)          (0.04)
  In excess of net
    investment income                                                   --                --              (0.01)            --
  From net realized gains                                             (0.80)            (0.17)            (0.89)            --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                   (0.87)            (0.31)            (1.06)          (0.04)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF
  PERIOD                                                        $     19.92       $     15.83       $     13.83     $     11.62
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes
  Sales Charge)                                                       32.57%            16.85%            21.52%          (1.02)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of
    period (000)                                                $   125,910       $    75,114       $    27,428     $       368
  Ratio of expenses to
    average net assets                                                 1.24%             1.21%             1.26%           1.25%(c)
  Ratio of net investment
    income to average net
    assets                                                             0.44%             0.95%             1.49%           1.78%(c)
  Ratio of expenses to
    average net assets*                                                1.32%             1.34%             1.36%           1.35%(c)
  Ratio of net investment
    income to average net
    assets*                                                            0.36%             0.82%             1.39%           1.68%(c)
  Portfolio turnover(d)                                               57.17%            35.51%            14.22%           9.04%
  Average commission rate
    paid(e)                                                     $    0.0681      $     0.0647
</TABLE>

* 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 January 1, 1994.  (b) Not
  annualized.  (c) Annualized.  (d) Portfolio turnover is calculated on the
  basis of the Fund as a whole without distinguishing among the classes of
  shares issued.  (e) The average commission represents the total dollar amount
  of commissions paid on portfolio security transactions divided by the total
  number of portfolio shares purchased and sold for which commissions were
  charged. For the year ended June 30, 1996, the average commission was
  calculated for only the last seven months of the year.


<PAGE>
                                                                               7

THE ONE GROUP(R) LARGE COMPANY GROWTH FUND    FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                       YEAR ENDED JUNE 30,
                                                                     ------------------------------------------------------------
         CLASS B                                                    1997              1996              1995            1994(a)
<S>                                                             <C>               <C>               <C>               <C>
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                            $     15.63       $     13.63       $     11.47    $     11.57
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income (loss)                                        (0.04)             0.05              0.09           0.03
  Net realized and unrealized gains (losses) from
    investments                                                        4.82              2.17              3.06          (0.10)
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                       4.78              2.22              3.15          (0.07)
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions From net investment income                                --              (0.05)            (0.09)         (0.03)
  In excess of net investment income                                    --                --              (0.01)            --
  From net realized gains                                             (0.80)            (0.17)            (0.89)            --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                   (0.80)            (0.22)            (0.99)         (0.03)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                  $     19.61       $     15.63       $     13.63    $     11.47
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                                  31.74%            16.41%            20.65%         (0.66)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                             $   132,268       $    56,261       $     6,918    $       334
  Ratio of expenses to average net assets                              2.00%             1.96%             2.01%          1.99%(c)
  Ratio of net investment income (loss) to average net
    assets                                                            (0.33)%            0.20%             0.74%          0.96%(c)
  Ratio of expenses to average net assets*                             2.00%             1.99%             2.01%          1.99%(c)
  Ratio of net investment income (loss) to average net
    assets*                                                           (0.33)%            0.17%             0.74%          0.96%(c)
  Portfolio turnover(d)                                               57.17%            35.51%            14.22%          9.04%
  Average commission rate paid(e)                               $    0.0681       $    0.0647
</TABLE>

* 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 B Shares commenced offering on January 14,
  1994.  (b) Not annualized.  (c) Annualized.  (d) Portfolio turnover is
  calculated on the basis of the Fund as a whole without distinguishing among
  the classes of shares issued.  (e) The average commission represents the total
  dollar amount of commissions paid on portfolio security transactions divided
  by the total number of portfolio shares purchased and sold for which
  commissions were charged. For the year ended June 30, 1996, the average
  commission was calculated for only the last seven months of the year.


<PAGE>
8


THE ONE GROUP(R)

LARGE COMPANY VALUE FUND

[ICON] INVESTMENT OBJECTIVE
The Fund seeks capital appreciation with the incidental goal of achieving
current income by investing primarily in equity securities.

[ICON] INVESTMENT STRATEGY
The Fund invests in equity securities of large capitalization companies that are
believed to be selling below their long-term investment values. The weighted
average capitalization of companies in which the Fund invests normally will
exceed the market median capitalization of the Standard & Poor's 500 Composite
Stock Price Index ("S&P 500).* The Fund also may invest in the stock of
companies which have "breakup values" well in excess of current market values or
which have uniquely undervalued corporate assets.

[ICON] PORTFOLIO SECURITIES

The Fund normally invests at least 65% of its total assets in the equity
securities of companies described above, including common stocks and debt
securities and preferred stock that is convertible to common stock. A portion of
the Fund's assets will be held in cash equivalents. For a list of all the
securities in which the Fund may invest, please read "Investment Practices."


[ICON] RISK CONSIDERATIONS
The Fund invests in equity securities, which may increase or decrease in value.
As a result, the value of your investment in the Fund may increase or decrease
in value. Before you invest, please read "More About the Funds" and "Investment
Practices."

[ICON] FUND MANAGEMENT
The Fund is managed by a team of portfolio managers, research analysts, and
other investment management professionals. Each team member makes
recommendations about the securities in the Fund. The research analysts provide
in-depth industry analysis and recommendations, while the portfolio managers
determine strategy, industry weightings, Fund holdings, and cash positions.

*"Standard & Poor's 500" is a registered service mark of Standard & Poor's
 Corporation, which does not sponsor and is in no way affiliated with the Fund.

 SHAREHOLDER EXPENSES

<TABLE>
<CAPTION>
   SHAREHOLDER TRANSACTION EXPENSES (1)      CLASS A   CLASS B   CLASS C   FIDUCIARY CLASS
<S>                                          <C>       <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)         4.50%      none      none          none
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase
  price or redemption proceeds, as
  applicable)                                  none(2)  5.00%     1.00%          none
Redemption Fees                                none      none      none          none
Exchange Fees                                  none      none      none          none

ANNUAL OPERATING EXPENSES (3) (as a
  percentage of average daily net assets)
Investment Advisory Fees                       .74%      .74%      .74%          .74%
12b-1 Fees (after fee waiver)(4)               .25%     1.00%     1.00%          none
Other Expenses                                 .25%      .25%      .25%          .25%
Total Fund Operating Expenses (after fee
  waiver) (5)                                 1.24%     1.99%     1.99%          .99%
</TABLE>

(1) If you buy or sell shares through a Shareholder Servicing Agent, you may be
    charged separate transaction fees by the Shareholder Servicing Agent. In
    addition, a $7.00 charge is deducted from redemption amounts paid by wire.
(2) Except for purchases of $1 million or more. Please see "Sales Charges."
(3) Expense information has been restated to reflect current fees.
(4) Due to 12b-1 fees, long-term Class A, Class B and Class C shareholders may
    pay more than the equivalent of the maximum front-end sales charges
    permitted by the rules of the National Association of Securities Dealers.
    Without the voluntary waiver, 12b-1 fees would be .35% for Class A shares.
(5) Without the voluntary 12b-1 fees, Total Operating Expenses would be 1.34%
    for Class A shares.

 EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                         $ 57       $  83       $ 110        $188
Class A (without fee waiver)                    $ 58       $  86       $ 115        $199
Class B                                         $ 70       $  92       $ 127        $212
Class C                                         $ 30       $  62       $ 107        $232
Fiduciary Class                                 $ 10       $  32       $  55        $121
</TABLE>

Assuming no redemption at the end of the period, 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                                         $ 57       $  83       $ 110        $188
Class A (without fee waiver)                    $ 58       $  86       $ 115        $199
Class B                                         $ 20       $  62       $ 107        $212
Class C                                         $ 20       $  62       $ 107        $232
Fiduciary Class                                 $ 10       $  32       $  55        $121
</TABLE>

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

These examples are designed to assist you in understanding the various costs and
expenses that may be directly or indirectly paid by investors in the Fund. THESE
EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
                                                                               9

THE ONE GROUP(R) LARGE COMPANY VALUE FUND    FINANCIAL HIGHLIGHTS


The Financial Highlights are intended to help you understand the Fund's
financial performance for the past 10 years, or since inception if less than 10
years. The total returns in the table represent the rate a shareholder would
have earned on an investment in the Fund (assuming reinvestment of all dividends
and distributions). This information has been derived from financial statements
audited by Coopers & Lybrand L.L.P., whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.


<TABLE>
<CAPTION>
                                                                      YEAR ENDED JUNE 30,
                                 -------------------------------------------------------------------------------------------------
         FIDUCIARY               1997           1996           1995           1994           1993           1992         1991(c)
<S>                           <C>            <C>            <C>            <C>            <C>            <C>            <C>
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING
  OF PERIOD                   $   12.83      $   12.87      $   11.34      $   11.64      $   11.34      $   10.07    $   10.00
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income            0.27           0.31           0.31           0.20           0.18           0.21         0.08
  Net realized and
    unrealized gains
    (losses) from
    investments                    3.01           1.20           2.18          (0.01)          0.58           1.34         0.07
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment
  Activities                       3.28           1.51           2.49           0.19           0.76           1.55         0.15
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  From net investment income      (0.26)         (0.31)         (0.32)         (0.19)         (0.18)         (0.21)       (0.08)
  From net realized gains         (1.06)         (1.24)         (0.64)         (0.30)         (0.28)         (0.07)         --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions               (1.32)         (1.55)         (0.96)         (0.49)         (0.46)         (0.28)       (0.08)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF
  PERIOD                      $   14.79      $   12.83      $   12.87      $   11.34      $   11.64      $   11.34    $   10.07
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return                      27.10%         12.71%         23.42%         (1.59)%         6.73%         15.53%        4.47%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of
    period (000)              $ 686,156      $ 584,527      $ 365,376      $ 169,127      $ 132,833      $  62,075    $  36,237
  Ratio of expenses to
    average net assets             0.97%          0.97%          1.00%          0.95%          0.86%          0.82%        0.52%(b)
  Ratio of net investment
    income to average net
    assets                         1.99%          2.43%          2.74%          1.72%          1.62%          1.91%        2.48%(b)
  Ratio of expenses to
    average net assets*            0.97%          0.98%          1.01%          1.02%          1.12%          1.34%        1.26%(b)
  Ratio of net investment
    income to average net
    assets*                        1.99%          2.42%          2.73%          1.65%          1.36%          1.39%        1.74%(b)
  Portfolio turnover(a)           77.05%        186.84%        203.13%        111.72%         51.75%         55.90%       19.87%
  Average commission rate
    paid(d)                   $  0.0575      $  0.0415
</TABLE>

* During the period, certain fees were voluntarily reduced. If such voluntary
  fee reductions had not occurred, the ratios would have been as
  indicated.  (a) Portfolio turnover is calculated on the basis of the Fund as a
  whole without distinguishing among the classes of shares
  issued.  (b) Annualized.  (c) The Fund commenced operations on March 1,
  1991.  (d) The average commission represents the total dollar amount of
  commissions paid on portfolio security transactions divided by the total
  number of portfolio shares purchased and sold for which commissions were
  charged. For the year ended June 30, 1996, the average commission was
  calculated for only the last seven months of the year.

<TABLE>
<CAPTION>
                                                                              YEAR ENDED JUNE 30,
                                             -------------------------------------------------------------------------------------
                  CLASS A                       1997           1996           1995           1994           1993         1992(c)
<S>                                          <C>            <C>            <C>            <C>            <C>            <C>
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD         $   12.87      $   12.89      $   11.34      $   11.64      $   11.33   $   11.42
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                           0.23           0.27           0.28           0.17           0.16        0.07
  Net realized and unrealized gains
    (losses) from investments                     3.04           1.22           2.20          (0.01)          0.59       (0.08)
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                  3.27           1.49           2.48           0.16           0.75       (0.01)
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  From net investment income                     (0.23)         (0.27)         (0.27)         (0.16)         (0.16)      (0.08)
  In excess of net investment income               --             --           (0.02)           --             --           --
  From net realized gains                        (1.06)         (1.24)         (0.64)         (0.30)         (0.28)         --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                              (1.29)         (1.51)         (0.93)         (0.46)         (0.44)      (0.08)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD               $   14.85      $   12.87      $   12.89      $   11.34      $   11.64   $   11.33
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)             26.90%         12.40%         22.64%          1.35%          6.64%      (0.33%)(d)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)          $  14,832      $   9,380      $   3,481      $     698      $     451   $      12
  Ratio of expenses to average net assets         1.22%          1.22%          1.25%          1.20%          1.10%       1.02%(d)
  Ratio of net investment income to average
    net assets                                    1.72%          2.18%          2.52%          1.57%          1.41%       2.12%(d)
  Ratio of expenses to average net assets*        1.31%          1.33%          1.37%          1.37%          1.50%       1.22%(d)
  Ratio of net investment income to average
    net assets*                                   1.63%          2.07%          2.41%          1.40%          1.01%       1.92%(d)
  Portfolio turnover(a)                          77.05%        186.84%        203.13%        111.72%         51.75%      55.90%
  Average commission rate paid(b)            $  0.0575     $   0.0415
</TABLE>

* During the period, certain fees were voluntarily reduced. If such voluntary
  fee reductions had not occurred, the ratios would have been as
  indicated.  (a) Portfolio turnover is calculated on the basis of the Fund as a
  whole without distinguishing among the classes of shares issued.  (b) The
  average commission represents the total dollar amount of commissions paid on
  portfolio security transactions divided by the total number of portfolio
  shares purchased and sold for which commissions were charged. For the year
  ended June 30, 1996, the average commission was calculated for only the last
  seven months of the year.  (c) Class A Shares commenced offering on February
  28, 1992.  (d) Annualized.


<PAGE>
10

THE ONE GROUP(R) LARGE COMPANY VALUE FUND    FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                          YEAR ENDED JUNE 30,
                                                                          --------------------------------------------------------
                              CLASS B                                   1997             1996             1995            1994(a)
<S>                                                                   <C>              <C>              <C>              <C>
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                                  $  12.98         $  12.96         $  11.41      $  11.87
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                                   0.14             0.18             0.17          0.05
  Net realized and unrealized gains (losses) from investments             3.04             1.26             2.19         (0.46)
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                          3.18             1.44             2.36         (0.41)
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  From net investment income                                             (0.15)           (0.18)           (0.17)        (0.05)
  From net realized gains                                                (1.06)           (1.24)           (0.64)         --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                      (1.21)           (1.42)           (0.81)        (0.05)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                        $  14.95         $  12.98         $  12.96      $  11.41
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                                     25.86%           11.95%           22.28%         3.48%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                   $  9,288         $  4,135         $    861      $    182
  Ratio of expenses to average net assets                                 1.97%            1.97%            2.00%         2.00%(c)
  Ratio of net investment income to average net assets                    0.96%            1.43%            1.74%         1.06%(c)
  Ratio of expenses to average net assets*                                1.97%            1.98%            2.01%         2.00%(c)
  Ratio of net investment income to average net assets*                   0.96%            1.42%            1.72%         1.06%(c)
  Portfolio turnover(d)                                                  77.05%          186.84%          203.13%       111.72%
  Average commission rate paid(e)                                     $ 0.0575         $ 0.0415
</TABLE>

* 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 B Shares commenced offering on January 14,
  1994.  (b) Not annualized.  (c) Annualized.  (d) Portfolio turnover is
  calculated on the basis of the Fund as a whole without distinguishing among
  the classes of shares issued.  (e) The average commission represents the total
  dollar amount of commissions paid on portfolio security transactions divided
  by the total number of portfolio shares purchased and sold for which
  commissions were charged. For the year ended June 30, 1996, the average
  commission was calculated for only the last seven months of the year.


<PAGE>
                                                                              11

THE ONE GROUP(R)

GROWTH OPPORTUNITIES FUND

[ICON] INVESTMENT OBJECTIVE
The Fund seeks growth of capital and secondarily, current income by investing
primarily in equity securities.

[ICON] INVESTMENT STRATEGY
The Fund invests in securities that have the potential to produce above-average
earnings growth per share over a one-to-three year period. Typically, the Fund
acquires shares of established companies with a history of above-average growth,
as well as those companies expected to enter periods of above average growth.
Not all the securities purchased by the Fund will pay dividends. The Fund also
invests in smaller companies in emerging growth industries.

[ICON] PORTFOLIO SECURITIES
The Fund normally invests at least 80% of its total assets in equity securities,
including common stocks and debt securities and preferred stocks that are
convertible to common stock. A portion of the Fund's assets will be held in cash
equivalents. For a list of all the securities in which the Fund may invest,
please read "Investment Practices."

[ICON] RISK CONSIDERATIONS
The Fund invests in equity securities which may increase or decrease in value.
Therefore, the value of your investment in the Fund may increase or decrease in
value. Also, the stocks of smaller companies may be subject to greater risks
than those of larger companies. Before you invest, please read "More About the
Funds" and "Investment Practices."

[ICON] FUND MANAGEMENT
The Fund is managed by a team of portfolio managers, research analysts, and
other investment management professionals. Each team member makes
recommendations about the securities in the Fund. The research analysts provide
in-depth industry analysis and recommendations, while the portfolio managers
determine strategy, industry weightings, Fund holdings, and cash positions.

 SHAREHOLDER EXPENSES

<TABLE>
<CAPTION>
   SHAREHOLDER TRANSACTION EXPENSES (1)      CLASS A   CLASS B   CLASS C   FIDUCIARY CLASS
<S>                                          <C>       <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)         4.50%      none      none          none
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase
  price or redemption proceeds, as
  applicable)                                  none(2)  5.00%     1.00%          none
Redemption Fees                                none      none      none          none
Exchange Fees                                  none      none      none          none

ANNUAL OPERATING EXPENSES (3) (as a
  percentage of average daily net assets)
Investment Advisory Fees                       .74%      .74%      .74%          .74%
12b-1 Fees (after fee waiver) (4)              .25%     1.00%     1.00%          none
Other Expenses                                 .26%      .26%      .26%          .26%
Total Fund Operating Expenses (after fee
  waiver) (5)                                 1.25%     2.00%     2.00%         1.00%
</TABLE>

(1) If you buy or sell shares through a Shareholder Servicing Agent, you may be
    charged separate transaction fees by the Shareholder Servicing Agent. In
    addition, a $7.00 charge is deducted from the redemption amounts paid by
    wire.
(2) Except for purchases of $1 million or more. Please see "Sales Charges."
(3) Expense information has been restated to reflect current fees.
(4) Due to 12b-1 fees, long-term Class A, Class B and Class C shareholders may
    pay more than the equivalent of the maximum front-end sales charges
    permitted by the rules of the National Association of Securities Dealers.
    Without the voluntary waiver, 12b-1 fees would be .35% for Class A shares.
(5) Without the voluntary reduction of 12b-1 fees, Total Operating Expenses
    would be 1.35% for Class A shares.

 EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                         $ 57       $  83       $ 111        $189
Class A (without fee waiver)                    $ 58       $  86       $ 116        $200
Class B                                         $ 70       $  93       $ 128        $213
Class C                                         $ 30       $  63       $ 108        $233
Fiduciary Class                                 $ 10       $  32       $  55        $122
</TABLE>

Assuming no redemption at the end of the period, 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                                         $ 57       $  83       $ 111        $189
Class A (without fee waiver)                    $ 58       $  86       $ 116        $200
Class B                                         $ 20       $  63       $ 108        $213
Class C                                         $ 20       $  63       $ 108        $233
Fiduciary Class                                 $ 10       $  32       $  55        $122
</TABLE>

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

These examples are designed to assist you in understanding the various costs and
expenses that may be directly or indirectly paid by investors in the Fund. THESE
EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.


<PAGE>
12

THE ONE GROUP(R) GROWTH OPPORTUNITIES FUND    FINANCIAL HIGHLIGHTS


The Financial Highlights are intended to help you understand the Fund's
financial performance for the past 10 years, or since inception if less than 10
years. The total returns in the table represent the rate a shareholder would
have earned on an investment in the Fund (assuming reinvestment of all dividends
and distributions). This information has been derived from financial statements
audited by Coopers & Lybrand L.L.P., whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.


<TABLE>
<CAPTION>
                                                                              YEAR ENDED JUNE 30,
                                            ----------------------------------------------------------------------------------------
                FIDUCIARY                      1997         1996         1995         1994         1993         1992         1991
<S>                                         <C>          <C>          <C>          <C>          <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD        $   18.81    $   18.40    $   15.96    $   16.96    $   14.54    $   12.92    $   12.14
- ------------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                          0.25         0.20         0.06         0.07         0.06         0.09         0.21
  Net realized and unrealized gains
    (losses) from investments                    3.59         3.83         2.98        (0.05)        2.99         1.87         0.92
- ------------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                 3.84         4.03         3.04         0.02         3.05         1.96         1.13
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions
  From net investment income                    (0.25)       (0.20)       (0.06)       (0.07)       (0.06)       (0.08)       (0.21)
  In excess of net investment                   (0.02)         --           --           --           --           --           --
  From net realized gains                       (2.92)       (3.42)       (0.54)       (0.95)       (0.57)       (0.26)       (0.14)
- ------------------------------------------------------------------------------------------------------------------------------------
Total Distributions                             (3.19)       (3.62)       (0.60)       (1.02)       (0.63)       (0.34)       (0.35)
- ------------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD              $   19.46    $   18.81    $   18.40    $   15.96    $   16.96    $   14.54    $   12.92
- ------------------------------------------------------------------------------------------------------------------------------------
Total Return                                    22.75%       24.63%       19.75%       (0.16)%      21.36%       15.15%        9.85%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)         $ 623,911    $ 532,525    $ 413,518     $389,567    $ 232,898    $ 131,533    $  53,831
  Ratio of expenses to average net assets        0.99%        1.00%        0.98%        0.98%        0.89%        0.75%        0.45%
  Ratio of net investment income to
    average net assets                           1.32%        1.15%        0.38%        0.42%        0.41%        1.23%        1.75%
  Ratio of expenses to average net assets*       0.99%        1.01%        0.98%        1.03%        1.11%        0.51%        1.19%
  Ratio of net investment income to
    average net assets*                          1.32%        1.14%        0.38%        0.37%        0.19%        0.03%        1.01%
  Portfolio turnover(a)                        301.35%      435.30%      132.63%       70.67%       64.64%       42.77%       68.83%
  Average commission rate paid(b)           $  0.0386    $  0.0451

<CAPTION>
                                            ------------------------
                FIDUCIARY                      1990         1989(c)
<S>                                         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD        $   10.71    $   10.00
- ---------------------------------------------------------------------
Investment Activities
  Net investment income                          0.19         0.11
  Net realized and unrealized gains
    (losses) from investments                    1.97         0.71
- ---------------------------------------------------------------------
Total from Investment Activities                 2.16         0.82
- ---------------------------------------------------------------------
Distributions
  From net investment income                    (0.19)       (0.11)
  In excess of net investment                     --           --
  From net realized gains                       (0.54)         --
- ---------------------------------------------------------------------
Total Distributions                             (0.73)       (0.11)
- ---------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD              $   12.14    $   10.71
- ---------------------------------------------------------------------
Total Return                                    20.83%       24.86%(d)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)         $  31,804    $  22,753
  Ratio of expenses to average net assets        0.41%        0.38%(d)
  Ratio of net investment income to
    average net assets                           1.65%        3.20%(d)
  Ratio of expenses to average net assets*       1.15%        1.12%(d)
  Ratio of net investment income to
    average net assets*                          0.91%        2.46%(d)
  Portfolio turnover(a)                         92.55%       68.51%
  Average commission rate paid(b)
</TABLE>

* During the period, certain fees were voluntarily reduced. If such voluntary
  fee reductions had not occurred, the ratios would have been as
  indicated.  (a) Portfolio turnover is calculated on the basis of the Fund as a
  whole without distinguishing among the classes of shares issued.  (b) The
  average commission represents the total dollar amount of commissions paid on
  portfolio security transactions divided by the total number of portfolio
  shares purchased and sold for which commissions were charged. For the year
  ended June 30, 1996, the average commission was calculated for only the last
  seven months of the year.  (c) The Fund commenced operations on March 2, 1989;
  at that time, the Fund did not offer multiple classes of shares. Subsequently
  all shares of the Fund were redesignated as Fiduciary Class
  shares.  (d) Annualized.

<TABLE>
<CAPTION>
                                                                                       YEAR ENDED JUNE 30,
                                                     -------------------------------------------------------------------------------
                       CLASS A                          1997         1996         1995         1994         1993       1992(d)
<S>                                                  <C>          <C>          <C>          <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                 $   18.76    $   18.36    $   15.93    $   16.96    $   14.54    $   16.53
- ------------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                   0.21         0.17         0.02         0.04         0.03         0.01
  Net realized and unrealized gains (losses) from
    investments                                           3.58         3.80         2.98        (0.08)        3.00        (1.99)
- ------------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                          3.79         3.97         3.00        (0.04)        3.03        (1.98)
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions
  From net investment income                             (0.24)       (0.15)       (0.01)       (0.03)       (0.04)       (0.01)
  In excess of net investment income                     (0.02)         --         (0.02)       (0.01)         --           --
  From net realized gains                                (2.92)       (3.42)       (0.54)       (0.95)       (0.57)         --
- ------------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                      (3.18)       (3.57)       (0.57)       (0.99)       (0.61)       (0.01)
- ------------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                       $   19.37    $   18.76    $   18.36    $   15.93    $   16.96     $  14.54
- ------------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                     22.52%       24.32%       19.50%       (0.52)%      21.70%(a)   (34.00)%(a)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                  $  43,370    $  28,052    $  11,178    $   8,097    $   5,757     $     84
  Ratio of expenses to average net assets                 1.25%        1.25%        1.23%        1.22%        1.11%(a)     1.31%(a)
  Ratio of net investment income to average net
    assets                                                0.92%        0.90%        0.12%        0.27%        0.25%(a)     0.12%(a)
  Ratio of expenses to average net assets*                1.34%        1.36%        1.33%        1.38%        1.48%(a)     1.50%(a)
  Ratio of net investment income (loss) to average
    net assets*                                           0.83%        0.79%        0.02%        0.11%       (0.12)%(a)   (0.07)%(a)
  Portfolio turnover(b)                                 301.35%      435.30%      132.63%       70.67%       64.64%       42.77%
  Average commission rate paid(c)                    $  0.0386    $  0.0451
</TABLE>

* During the period, certain fees were voluntarily reduced. If such voluntary
  fee reductions had not occurred, the ratios would have been as
  indicated.  (a) Annualized.  (b) Portfolio turnover is calculated on the basis
  of the Fund as a whole without distinguishing among the classes of shares
  issued.  (c) The average commission represents the total dollar amount of
  commissions paid on portfolio security transactions divided by the total
  number of portfolio shares purchased and sold for which commissions were
  charged. For the year ended June 30, 1996, the average commission was
  calculated for only the last seven months of the year.  (d) Class A Shares
  commenced offering on February 18, 1992.


<PAGE>
                                                                              13

THE ONE GROUP(R) GROWTH OPPORTUNITIES FUND    FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                          YEAR ENDED JUNE 30,
                                                                        ----------------------------------------------------------
                              CLASS B                                   1997             1996             1995          1994(a)
<S>                                                                   <C>              <C>              <C>              <C>
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                                  $  18.43         $  18.14         $  15.85      $  17.44
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income (loss)                                            0.11             0.09            (0.07)        (0.02)
  Net realized and unrealized gains (losses) from investments             3.44             3.69             2.90         (1.56)
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                          3.55             3.78             2.83         (1.58)
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  From net investment income                                             (0.22)           (0.07)             --          (0.01)
  In excess of net investment income                                     (0.02)             --               --            --
  From net realized gains                                                (2.92)           (3.42)           (0.54)          --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                      (3.16)           (3.49)           (0.54)        (0.01)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                        $  18.82         $  18.43         $  18.14     $   15.85
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                                     21.73%           23.53%           18.47%        (9.07)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                   $ 37,409         $ 12,910         $  2,787        $1,131
  Ratio of expenses to average net assets                                 2.00%            2.00%            1.98%         2.12%(c)
  Ratio of net investment income (loss) to average net assets             0.01%            0.15%           (0.63)%       (0.55)%(c)
  Ratio of expenses to average net assets*                                2.00%            2.01%            1.98%         2.12%(c)
  Ratio of net investment income (loss) to average net assets*            0.01%            0.14%           (0.63)%       (0.55)%(c)
  Portfolio turnover(d)                                                 301.35%          435.30%          132.63%        70.67%
  Average commission rate paid(e)                                     $ 0.0386         $ 0.0451
</TABLE>

* 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 B Shares commenced offering on January 14,
  1994.  (b) Not annualized.  (c) Annualized.  (d) Portfolio turnover is
  calculated on the basis of the Fund as a whole without distinguishing among
  the classes of shares issued.  (e) The average commission represents the total
  dollar amount of commissions paid on portfolio security transactions divided
  by the total number of portfolio shares purchased and sold for which
  commissions were charged. For the year ended June 30, 1996, the average
  commission was calculated for only the last seven months of the year.


<PAGE>
14


THE ONE GROUP(R)

INTERNATIONAL EQUITY INDEX FUND
- -------------------------------
[ICON] INVESTMENT OBJECTIVE
The Fund seeks to provide investment results that correspond to the aggregate
price and dividend performance of the securities in the MSCI EAFE GDP Index.*

[ICON] INVESTMENT STRATEGY

The Fund attempts to track the capital performance and dividend income of the
Index by investing in a representative portion of the stocks which match as
closely as possible the characteristics of the stocks which comprise the Index.
The Fund also will invest in stock index futures. The Fund will attempt to
achieve a correlation between the performance of its portfolio and that of the
MSCI EAFE GDP Index of at least 0.90, without taking into account expenses.
Perfect correlation would be 1.00.


[ICON] PORTFOLIO SECURITIES
The Fund normally invests at least 65% of its total assets in foreign equity
securities, consisting of common stocks (including American Depository Receipts)
and preferred stocks, securities convertible to common stock (provided they are
traded on an exchange or over-the-counter), warrants and receipts. No more than
10% of the Fund's assets will be held in cash or cash equivalents. The Fund may
invest up to 10% of its net assets in securities of emerging international
markets such as Mexico, Chile and Brazil, either directly through local
exchanges, through publicly traded closed-end country funds, or through "passive
foreign investment companies." A substantial portion of the Fund's assets will
be denominated in foreign currencies. For a list of all the securities in which
the Fund may invest, please read "Investment Practices."

[ICON] RISK CONSIDERATIONS
The Fund invests in equity securities which may increase or decrease in value.
Therefore, the value of your investment in the Fund may increase or decrease in
value. Because the Fund's investments are tied to an index, fluctuations in the
index will affect the value of your investment in the Fund. Also, investments in
foreign securities involve risks different from investments in U.S. securities.
Before you invest, please read "More About the Funds" and "Investment Risks."

[ICON] FUND MANAGEMENT
Independence International Associates, Inc. ("Independence International")
serves as sub-advisor to the Fund. Independence International is an indirect
subsidiary of John Hancock Mutual Life Insurance Company.

*Gross Domestic Produced Weighted Morgan Stanley Capital International Europe,
 Australia and Far East Index. 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.

 SHAREHOLDER EXPENSES

<TABLE>
<CAPTION>
   SHAREHOLDER TRANSACTION EXPENSES (1)      CLASS A   CLASS B   CLASS C   FIDUCIARY CLASS
<S>                                          <C>       <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)         4.50%      none      none          none
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase
  price or redemption proceeds, as
  applicable)                                  none(2)  5.00%     1.00%          none
Redemption Fees                                none      none      none          none
Exchange Fees                                  none      none      none          none

ANNUAL OPERATING EXPENSES (3) (as a
  percentage of average daily net assets)
Investment Advisory Fees                       .55%      .55%      .55%          .55%
12b-1 Fees (after fee waiver) (4)              .25%     1.00%     1.00%          none
Other Expenses                                 .41%      .41%      .41%          .41%
Total Fund Operating Expenses (after fee
  waiver) (5)                                 1.21%     1.96%     1.96%          .96%
</TABLE>

(1) If you buy or sell shares through a Shareholder Servicing Agent, you may be
    charged separate transaction fees by the Shareholder Servicing Agent. In
    addition, a $7.00 charge is deducted from the redemption amounts paid by
    wire.
(2) Except for purchases of $1 million or more. Please see "Sales Charges."
(3) Expense information has been restated to reflect current fees.
(4) Due to 12b-1 fees, long-term Class A, Class B and Class C shareholders may
    pay more than the equivalent of the maximum front-end sales charges
    permitted by the rules of the National Association of Securities Dealers.
    Without the voluntary waiver, 12b-1 fees would be .35% for Class A shares.
(5) Without the voluntary reduction of 12b-1 fees, Total Operating Expenses
    would be 1.31% for Class A shares.













 EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                         $ 57       $  82       $ 109        $185
Class A (without fee waiver)                    $ 58       $  85       $ 114        $196
Class B                                         $ 70       $  92       $ 126        $209
Class C                                         $ 30       $  62       $ 106        $229
Fiduciary Class                                 $ 10       $  31       $  53        $118
</TABLE>

Assuming no redemption at the end of the period, 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                                         $ 57       $  82       $ 109        $185
Class A (without fee waiver)                    $ 58       $  85       $ 114        $196
Class B                                         $ 20       $  62       $ 106        $209
Class C                                         $ 20       $  62       $ 106        $229
Fiduciary Class                                 $ 10       $  31       $  53        $118
</TABLE>

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

These examples are designed to assist you in understanding the various costs and
expenses that may be directly or indirectly paid by investors in the Fund. THESE
EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
                                                                              15

THE ONE GROUP(R) INTERNATIONAL EQUITY INDEX FUND    FINANCIAL HIGHLIGHTS


The Financial Highlights are intended to help you understand the Fund's
financial performance for the past 10 years, or since inception if less than 10
years. The total returns in the table represent the rate a shareholder would
have earned on an investment in the Fund (assuming reinvestment of all dividends
and distributions). This information has been derived from financial statements
audited by Coopers & Lybrand L.L.P., whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.


<TABLE>
<CAPTION>
                                                                                      YEAR ENDED JUNE 30,
                                                   -------------------------------------------------------------------------------
                  FIDUCIARY                        1997              1996              1995              1994            1993(a)
<S>                                             <C>               <C>               <C>               <C>               <C>
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD            $   15.17         $   13.93         $   13.46         $   11.80        $   10.00
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                              0.15              0.11              0.13              0.11             0.06
  Net realized and unrealized gains from
    investments                                      2.02              1.43              0.46              1.68             1.75
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                     2.17              1.54              0.59              1.79             1.81
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  From net investment income                        (0.17)            (0.16)            (0.08)            (0.11)           (0.01)
  In excess of net investment income                (0.13)            (0.02)              --                --               --
  From net realized gains                           (0.15)            (0.12)            (0.04)            (0.01)             --
  In excess of net realized gains                     --                --                --              (0.01)             --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                 (0.45)            (0.30)            (0.12)            (0.13)           (0.01)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                  $   16.89         $   15.17         $   13.93         $   13.46        $   11.80
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return                                        14.64%            11.22%             4.20%            15.44%           26.96%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)             $ 449,949         $ 347,790         $ 218,299         $ 145,640        $  35,384
  Ratio of expenses to average net assets            0.86%             0.97%             1.04%             1.02%            1.22%(b)
  Ratio of net investment income to average
    net assets                                       1.00%             1.04%             1.25%             1.27%            1.37%(b)
  Ratio of expenses to average net assets*           0.86%             1.00%             1.04%             1.02%            2.34%(b)
  Ratio of net investment income to average
    net assets*                                      1.00%             1.01%             1.25%             1.27%            0.25%(b)
  Portfolio turnover(c)                              9.61%             6.28%             4.67%             7.74%            3.10%
  Average commission rate paid(d)               $  0.0034         $  0.0022
</TABLE>

* 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) Portfolio turnover is calculated on the basis of
  the Fund as a whole without distinguishing among the classes of shares
  issued.  (d) The average commission represents the total dollar amount of
  commissions paid on portfolio security transactions divided by the total
  number of portfolio shares purchased and sold for which commissions were
  charged. For the year ended June 30, 1996, the average commission was
  calculated for only the last seven months of the year.

<TABLE>
<CAPTION>
                                                                                    YEAR ENDED JUNE 30,
                                                   ------------------------------------------------------------------------------
                   CLASS A                         1997              1996              1995              1994            1993(a)
<S>                                             <C>               <C>               <C>               <C>               <C>
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD            $   15.16         $   13.92         $   13.49         $   11.80      $   11.74
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                              0.11              0.14              0.12              0.09           0.02
  Net realized and unrealized gains from
    investments                                      2.03              1.40              0.43              1.67           0.04
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                     2.14              1.54              0.55              1.76           0.06
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  From net investment income                        (0.13)            (0.16)            (0.08)            (0.05)          --
  In excess of net investment income                (0.10)            (0.02)              --                --            --
  From net realized gains                           (0.15)            (0.12)            (0.04)            (0.02)          --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                 (0.38)            (0.30)            (0.12)            (0.07)          --
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                  $   16.92         $   15.16         $   13.92         $   13.49         $11.80
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                14.31%            11.20%             3.87%            15.18%          2.87%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)             $  12,562         $  10,789         $   5,028         $   2,395         $  153
  Ratio of expenses to average net assets            1.11%             1.22%             1.28%             1.26%          1.47%(b)
  Ratio of net investment income to average
    net assets                                       0.73%             0.79%             1.09%             1.15%          2.10%(b)
  Ratio of expenses to average net assets*           1.19%             1.35%             1.38%             1.36%          2.35%(b)
  Ratio of net investment income to average
    net assets*                                      0.65%             0.66%             0.99%             1.05%          1.22%(b)
  Portfolio turnover(c)                              9.61%             6.28%             4.67%             7.74%          3.10%
  Average commission rate paid(d)               $  0.0034         $  0.0022
</TABLE>

* 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 April 2, 1993.  (b) Annualized.  (c)
  Portfolio turnover is calculated on the basis of the Fund as a whole without
  distinguishing among the classes of shares issued.  (d) The average
  commission represents the total dollar amount of commissions paid on portfolio
  security transactions divided by the total number of portfolio shares
  purchased and sold for which commissions were charged. For the year ended June
  30, 1996, the average commission was calculated for only the last seven months
  of the year.

<PAGE>
16

THE ONE GROUP(R) INTERNATIONAL EQUITY INDEX FUND    FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                          YEAR ENDED JUNE 30,
                                                                        ----------------------------------------------------------
                              CLASS B                                   1997             1996             1995          1994(a)
<S>                                                                   <C>              <C>              <C>              <C>
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                                  $  14.79         $  13.73         $  13.40      $  13.00
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                                   0.09             0.03             0.03          0.06
  Net realized and unrealized gains from investments                      1.86             1.32             0.41          0.34
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                          1.95             1.35             0.44          0.40
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  From net investment income                                             (0.08)           (0.15)           (0.07)           --
  In excess of net investment income                                     (0.07)           (0.02)             --             --
  From net realized gains                                                (0.15)           (0.12)           (0.04)           --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                      (0.30)           (0.29)           (0.11)           --
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                        $  16.44         $  14.79         $  13.73      $  13.40
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                                     13.37%            9.97%            3.17%         3.23%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                   $ 10,033         $  5,856         $  3,687      $  1,872
  Ratio of expenses to average net assets                                 1.86%            1.97%            2.04%         2.00%(c)
  Ratio of net investment income to average net assets                    0.08%            0.04%            0.25%         1.37%(c)
  Ratio of expenses to average net assets*                                1.86%            2.00%            2.04%         2.00%(c)
  Ratio of net investment income to average net assets*                   0.08%            0.01%            0.25%         1.37%(c)
  Portfolio turnover(d)                                                   9.61%            6.28%            4.67%         7.74%
  Average commission rate paid(e)                                     $ 0.0034         $ 0.0022
</TABLE>

* 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 B Shares commenced offering on January 14,
  1994.  (b) Not annualized.  (c) Annualized.  (d) Portfolio turnover is
  calculated on the basis of the Fund as a whole without distinguishing among
  the classes of shares issued.  (e) The average commission represents the total
  dollar amount of commissions paid on portfolio security transactions divided
  by the total number of portfolio shares purchased and sold for which
  commissions were charged. For the year ended June 30, 1996, the average
  commission was calculated for only the last seven months of the year.


<PAGE>
                                                                             17
THE ONE GROUP(R)

DISCIPLINED VALUE FUND
- ----------------------
[ICON] INVESTMENT OBJECTIVE
The Fund seeks capital appreciation with the secondary goal of achieving current
income by investing primarily in equity securities.

[ICON] INVESTMENT STRATEGY
The Fund primarily invests in the equity securities of companies with
below-market average price-to-earnings and price-to-book value ratios. The Fund
considers the issuer's soundness and earnings prospects. If Banc One Investment
Advisors determines that a company's fundamentals are declining or that the
company's ability to pay dividends has been impaired, it likely will eliminate
the Fund's holding of the company's stock.

[ICON] PORTFOLIO SECURITIES
The Fund normally invests at least 80% of its total assets in equity securities,
including common stocks, debt securities, and preferred stocks that are
convertible into common stocks. A portion of the Fund's assets will be held in
cash equivalents. For a list of all the securities in which the Fund may invest,
please read "Investment Practices."

[ICON] RISK CONSIDERATIONS
The Fund invests in equity securities which may increase or decrease in value.
Therefore, the value of your investment in the Fund may increase or decrease in
value. Before you invest, please read "More About the Funds" and "Investment
Practices."

[ICON] FUND MANAGEMENT
The Fund is managed by a team of portfolio managers, research analysts, and
other investment management professionals. Each team member makes
recommendations about the securities in the Fund. The research analysts provide
in-depth industry analysis and recommendations, while the portfolio managers
determine strategy, industry weightings, Fund holdings, and cash positions.

 SHAREHOLDER EXPENSES

<TABLE>
<CAPTION>
   SHAREHOLDER TRANSACTION EXPENSES (1)      CLASS A   CLASS B   CLASS C   FIDUCIARY CLASS
<S>                                          <C>       <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)         4.50%      none      none          none
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase
  price or redemption proceeds, as
  applicable)                                  none(2)  5.00%     1.00%          none
Redemption Fees                                none      none      none          none
Exchange Fees                                  none      none      none          none

ANNUAL OPERATING EXPENSES (3) (as a
  percentage of average daily net assets)
Investment Advisory Fees                       .74%      .74%      .74%          .74%
12b-1 Fees (after fee waiver) (4)              .25%     1.00%     1.00%          none
Other Expenses                                 .26%      .26%      .26%          .26%
Total Fund Operating Expenses (after fee
  waiver) (5)                                 1.25%     2.00%     2.00%         1.00%
</TABLE>

(1) If you buy or sell shares through a Shareholder Servicing Agent, you may be
    charged separate transaction fees by the Shareholder Servicing Agent. In
    addition, a $7.00 charge is deducted from the redemption amounts paid by
    wire.
(2) Except for purchases of $1 million or more. Please see "Sales Charges."
(3) Expense information has been restated to reflect current fees.
(4) Due to 12b-1 fees, long-term Class A, Class B and Class C shareholders may
    pay more than the equivalent of the maximum front-end sales charges
    permitted by the rules of the National Association of Securities Dealers.
    Without the voluntary waiver, 12b-1 fees would be .35% for Class A shares.
(5) Without the voluntary reduction of 12b-1 fees, Total Operating Expenses
    would be 1.35% for Class A shares.

 EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                         $ 57       $  83       $ 111        $189
Class A (without fee waiver)                    $ 58       $  86       $ 116        $200
Class B                                         $ 70       $  93       $ 128        $213
Class C                                         $ 30       $  63       $ 108        $233
Fiduciary Class                                 $ 10       $  32       $  55        $122
</TABLE>









Assuming no redemption at the end of each time period, 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                                         $ 57       $  83       $ 111        $189
Class A (without fee waiver)                    $ 58       $  86       $ 116        $200
Class B                                         $ 20       $  63       $ 108        $213
Class C                                         $ 20       $  63       $ 108        $233
Fiduciary Class                                 $ 10       $  32       $  55        $122
</TABLE>

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

These examples are designed to assist you in understanding the various costs and
expenses that may be directly or indirectly paid by investors in the Fund. THESE
EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
18

THE ONE GROUP(R) DISCIPLINED VALUE FUND    FINANCIAL HIGHLIGHTS


The Financial Highlights are intended to help you understand the Fund's
financial performance for the past 10 years, or since inception if less than 10
years. The total returns in the table represent the rate a shareholder would
have earned on an investment in the Fund (assuming reinvestment of all dividends
and distributions). This information has been derived from financial statements
audited by Coopers & Lybrand L.L.P., whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.


<TABLE>
<CAPTION>
                                                                              YEAR ENDED JUNE 30,
                                            ----------------------------------------------------------------------------------------
                FIDUCIARY                      1997         1996         1995         1994         1993         1992         1991
<S>                                         <C>          <C>          <C>          <C>          <C>          <C>          <C>
- ------------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD        $   14.69    $   13.20    $   11.90    $   12.76    $   11.49    $   10.20    $   10.42
- ------------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                          0.22         0.29         0.28         0.26         0.28         0.34         0.39
  Net realized and unrealized gains from
    investments                                  2.57         2.27         1.57         0.29         1.27         1.29        (0.23)
- ------------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                 2.79         2.56         1.85         0.55         1.55         1.63         0.16
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions
  From net investment income                    (0.22)       (0.29)       (0.27)       (0.26)       (0.28)       (0.34)       (0.38)
  From net realized gains                       (1.61)       (0.78)       (0.28)       (1.15)         --           --           --
- ------------------------------------------------------------------------------------------------------------------------------------
Total Distributions                             (1.83)       (1.07)       (0.55)       (1.41)       (0.28)       (0.34)       (0.38)
- ------------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD              $   15.65    $   14.69    $   13.20    $   11.90    $   12.76    $   11.49    $   10.20
- ------------------------------------------------------------------------------------------------------------------------------------
Total Return                                    20.56%       20.10%       16.03%        4.04%       13.58%       16.24%        1.75%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)         $ 562,302    $ 522,474    $ 448,530    $ 418,238    $ 211,785    $ 115,234    $  74,481
  Ratio of expenses to average net assets        0.98%        0.99%        1.00%        0.93%        0.89%        0.69%        0.41%
  Ratio of net investment income to
    average net assets                           1.52%        2.04%        2.21%        2.14%        2.30%        3.17%        3.92%
  Ratio of expenses to average net assets*       0.98%        1.00%        1.10%        0.98%        1.08%        1.23%        1.15%
  Ratio of net investment income to
    average net assets*                          1.52%        2.03%        2.11%        2.09%        2.11%        2.63%        3.18%
  Portfolio turnover(a)                         92.66%       90.55%      176.66%       56.33%      108.79%       25.32%       49.62%
  Average commission rate paid(b)           $  0.0601    $  0.0576

<CAPTION>
                                            ------------------------
                FIDUCIARY                       1990       1989(c)
<S>                                         <C>         <C>
- --------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD        $   10.85    $   10.00
- --------------------------------------------------------------------
Investment Activities
  Net investment income                          0.48         0.14
  Net realized and unrealized gains from
    investments                                 (0.09)        0.85
- --------------------------------------------------------------------
Total from Investment Activities                 0.39         0.99
- --------------------------------------------------------------------
Distributions
  From net investment income                    (0.48)       (0.14)
  From net realized gains                       (0.34)         --
- ---------------------------------------------------------------------
Total Distributions                             (0.82)       (0.14)
- ---------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD              $   10.42    $   10.85
- ---------------------------------------------------------------------
Total Return                                     3.49%       29.90%(d)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)         $  59,992    $  45,872
  Ratio of expenses to average net assets        0.35%        0.33%(d)
  Ratio of net investment income to
    average net assets                           4.36%        3.95%(d)
  Ratio of expenses to average net assets*       1.09%        1.07%(d)
  Ratio of net investment income to
    average net assets*                          3.62%        3.21%(d)
  Portfolio turnover(a)                         51.14%       14.66%
  Average commission rate paid(b)
</TABLE>

* During the period, certain fees were voluntarily reduced. If such voluntary
  fee reductions had not occurred, the ratios would have been as
  indicated.  (a) Portfolio turnover is calculated on the basis of the Fund as a
  whole without distinguishing among the classes of shares issued.  (b) The
  average commission represents the total dollar amount of commissions paid on
  portfolio security transactions divided by the total number of portfolio
  shares purchased and sold for which commissions were charged. For the year
  ended June 30, 1996, the average commission was calculated for only the last
  seven months of the year.  (c) Fiduciary Class Shares commenced offering on
  March 2, 1989.  (d) Annualized.

<TABLE>
<CAPTION>
                                                                                          YEAR ENDED JUNE 30,
                                                       ----------------------------------------------------------------------------
                       CLASS A                            1997         1996         1995         1994         1993       1992(c)
<S>                                                    <C>          <C>          <C>          <C>          <C>          <C>
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                   $   14.72    $   13.22    $   11.91    $   12.75    $   11.49  $  11.45
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                     0.19         0.25         0.24         0.24         0.25      0.12
  Net realized and unrealized gains from investments        2.57         2.28         1.59         0.30         1.26      0.06
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                            2.76         2.53         1.83         0.54         1.51      0.18
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  From net investment income                               (0.19)       (0.25)       (0.24)       (0.23)       (0.25)    (0.14)
  From net realized gains                                  (1.61)       (0.78)       (0.26)       (1.10)         --        --
  In excess of net realized gains                            --           --         (0.02)       (0.05)         --        --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                        (1.80)       (1.03)       (0.52)       (1.38)       (0.25)    (0.14)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                         $   15.68    $   14.72    $   13.22    $   11.91    $   12.75    $11.49
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                       20.21%       19.80%       15.43%        3.95%       13.27%     1.56%(d)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                    $  23,909    $  20,838    $  13,560    $  10,448    $   3,435    $   35
  Ratio of expenses to average net assets                   1.23%        1.24%        1.26%        1.18%        1.12%     1.29%(d)
  Ratio of net investment income to average net
    assets                                                  1.26%        1.79%        1.99%        2.00%        2.06%     2.43%(d)
  Ratio of expenses to average net assets*                  1.31%        1.35%        1.36%        1.33%        1.46%     1.49%(d)
  Ratio of net investment income to average net
    assets*                                                 1.18%        1.68%        1.89%        1.85%        1.72%     2.23%(d)
  Portfolio turnover(a)                                    92.66%       90.55%      176.66%       56.33%      108.79%    25.32%
  Average commission rate paid(b)                      $  0.0601    $  0.0576
</TABLE>

* During the period, certain fees were voluntarily reduced. If such voluntary
  fee reductions had not occurred, the ratios would have been as indicated.
    (a) Portfolio turnover is calculated on the basis of the Fund as a whole
  without distinguishing among the classes of shares issued.  (b) The average
  commission represents the total dollar amount of commissions paid on portfolio
  security transactions divided by the total number of portfolio shares
  purchased and sold for which commissions were charged. For the year ended June
  30, 1996, the average commission was calculated for only the last seven months
  of the year.  (c) Class A Shares commenced offering on February 18,
  1992.  (d) Annualized.


<PAGE>
                                                                              19

THE ONE GROUP(R) DISCIPLINED VALUE FUND    FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                          YEAR ENDED JUNE 30,
                                                                       -----------------------------------------------------------
                              CLASS B                                   1997             1996             1995         1994(a)
<S>                                                                   <C>              <C>              <C>              <C>
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, BEGINNING OF PERIOD                                  $  14.69         $  13.19         $  11.90      $  12.60
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                                   0.08             0.15             0.15          0.07
  Net realized and unrealized gains (losses) from investments             2.55             2.27             1.58         (0.70)
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                          2.63             2.42             1.73         (0.63)
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  From net investment income                                             (0.07)           (0.14)           (0.15)        (0.06)
  In excess of net investment income                                       --               --             (0.01)        (0.01)
  From net realized gains                                                (1.61)           (0.78)           (0.28)          --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                      (1.68)           (0.92)           (0.44)        (0.07)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                        $  15.64         $  14.69         $  13.19      $  11.90
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                                     19.19%           18.93%           14.92%        (5.00)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                   $ 20,499         $ 16,305         $ 11,222      $  5,356
  Ratio of expenses to average net assets                                 1.98%            1.99%            2.00%         1.96%(c)
  Ratio of net investment income to average net assets                    0.51%            1.04%            1.26%         1.80%(c)
  Ratio of expenses to average net assets*                                1.98%            2.00%            2.01%         1.96%(c)
  Ratio of net investment income to average net assets*                   0.51%            1.03%            1.25%         1.80%(c)
  Portfolio turnover(d)                                                  92.66%           90.55%          176.66%        56.33%
  Average commission rate paid(e)                                     $ 0.0601         $ 0.0576
</TABLE>

* 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 B Shares commenced offering on January 14,
  1994.  (b) Not annualized.  (c) Annualized.  (d) Portfolio turnover is
  calculated on the basis of the Fund as a whole without distinguishing among
  the classes of shares issued.  (e) The average commission represents the total
  dollar amount of commissions paid on portfolio security transactions divided
  by the total number of portfolio shares purchased and sold for which
  commissions were charged. For the year ended June 30, 1996, the average
  commission was calculated for only the last seven months of the year.


<PAGE>
20


THE ONE GROUP(R)

EQUITY INDEX FUND
- -----------------
[ICON] INVESTMENT OBJECTIVE
The Fund seeks investment results that correspond to the aggregate price and
dividend performance of securities in the S&P 500 Index.*

[ICON] INVESTMENT STRATEGY

The Fund invests primarily in stocks included in the S&P 500 Index and,
secondarily in stock index futures. Banc One Investment Advisors will seek to
achieve a correlation between the performance of the Fund and that of the S&P
500 Index. To implement this strategy, Banc One Investment Advisors generally
selects stocks in the order of their weightings in the S&P 500 Index beginning
with the heaviest weighted stocks. 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. Perfect
correlation would be 1.00.


[ICON] PORTFOLIO SECURITIES

The percentage of a stock that the Fund holds will be approximately the same
percentage that the stock represents in the S&P 500 Index. In addition, the Fund
may hold up to 10% of its net assets in cash or cash equivalents. For a list of
all the securities in which the Fund may invest, please read "Investment
Practices."


[ICON] RISK CONSIDERATIONS
The Fund invests in equity securities, which may increase or decrease in value.
Therefore, the value of your investment in the Fund may increase or decrease in
value. Because the Fund's investments are tied to an index, fluctuations in the
index will affect the value of your investment in the Fund. Before you invest,
please read "More About the Funds" and "Investment Risks."

[ICON] FUND MANAGEMENT
Michael D. Weiner has been the Manager of the Fund since November 1994. Mr.
Weiner also serves as the Managing Director of Equity Research for Banc One
Investment Advisors. Before joining Banc One Investment Advisors, Mr. Weiner
served as the Director of Research and Head of U.S. Equities for the Dupont
Pension Fund Investment Company of Wilmington, Delaware from 1986 to 1994.

*"Standard & Poor's 500" is a registered service mark of Standard & Poor's
 Corporation, which does not sponsor and is in no way affiliated with the Fund.

 SHAREHOLDER EXPENSES

<TABLE>
<CAPTION>
   SHAREHOLDER TRANSACTION EXPENSES (1)      CLASS A   CLASS B   CLASS C   FIDUCIARY CLASS
<S>                                          <C>       <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)         4.50%      none      none          none
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase
  price or redemption proceeds, as
  applicable)                                  none(2)  5.00%     1.00%          none
Redemption Fees                                none      none      none          none
Exchange Fees                                  none      none      none          none
ANNUAL OPERATING EXPENSES (3) (as a
  percentage of average daily net assets)
Investment Advisory Fees (after fee
  waiver) (4)                                  .10%      .10%      .10%          .10%
12b-1 Fees (after fee waiver) (5)              .25%     1.00%     1.00%          none
Other Expenses (6)                             .25%      .25%      .25%          .25%
Total Fund Operating Expenses (after fee
  waivers) (7)                                 .60%     1.35%     1.35%          .35%
</TABLE>

(1) If you buy or sell shares through an account with a Shareholder Servicing
    Agent, you may be charged separate transaction fees by the Shareholder
    Servicing Agent. In addition, a $7.00 charge is deducted from the redemption
    amounts paid by wire.
(2) Except for purchases of $1 million or more. Please see "Sales Charges."
(3) Expense information has been restated to reflect current fees.
(4) Without the fee waiver, Investment Advisory Fees would be .30% for all
    classes of shares.
(5) Due to 12b-1 fees, long-term Class A, Class B and Class C shareholders may
    pay more than the equivalent of the maximum front-end sales charges
    permitted by the rules of the National Association of Securities Dealers.
    Without the voluntary waiver, 12b-1 fees would be .35% for Class A shares.
(6) Without the fee waiver, other expenses would be .35% for all classes.
(7) Without the voluntary reduction of Investment Advisory, 12b-1 fees and other
    expenses, Total Operating Expenses would be 1.00% for Class A shares, 1.65%
    for Class B shares, 1.65% for Class C shares and .65% for Fiduciary Class
    shares.





 EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                         $ 51       $  63       $  77        $117
Class A (without fee waivers)                   $ 55       $  75       $  98        $162
Class B                                         $ 64       $  73       $  94        $142
Class B (without fee waivers)                   $ 67       $  82       $ 110        $175
Class C                                         $ 24       $  43       $  74        $162
Class C (without fee waivers)                   $ 27       $  52       $  90        $195
Fiduciary Class                                 $  4       $  11       $  20        $ 44
Fiduciary Class (without fee waiver)            $  7       $  21       $  36        $ 81
</TABLE>

Assuming no redemption at the end of each time period, 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                                         $ 51       $  63       $  77        $117
Class A (without fee waivers)                   $ 55       $  75       $  98        $162
Class B                                         $ 14       $  43       $  74        $142
Class B (without fee waivers)                   $ 17       $  52       $  90        $175
Class C                                         $ 14       $  43       $  74        $162
Class C (without fee waivers)                   $ 17       $  52       $  90        $195
Fiduciary Class                                 $  4       $  11       $  20        $ 44
Fiduciary Class (without fee waivers)           $  7       $  21       $  36        $ 81
</TABLE>

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

These examples are designed to assist you in understanding the various costs and
expenses that may be directly or indirectly paid by investors in the Fund. THESE
EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
                                                                              21

THE ONE GROUP(R) EQUITY INDEX FUND    FINANCIAL HIGHLIGHTS


The Financial Highlights are intended to help you understand the Fund's
financial performance for the past 10 years, or since inception if less than 10
years. The total returns in the table represent the rate a shareholder would
have earned on an investment in the Fund (assuming reinvestment of all dividends
and distributions). This information has been derived from financial statements
audited by Coopers & Lybrand L.L.P., whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.


<TABLE>
<CAPTION>
                                                                         YEAR ENDED JUNE 30,
                                      -------------------------------------------------------------------------------------------
            FIDUCIARY                 1997             1996             1995             1994             1993           1992(c)
<S>                                <C>              <C>              <C>              <C>              <C>              <C>
NET ASSET VALUE, BEGINNING OF PERIOD
                                   $   16.66        $   14.03        $   11.59        $   11.92        $   10.92       $ 10.00
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                 0.35             0.33             0.32             0.29             0.30          0.26
  Net realized and unrealized
    gains (losses) from
    investments                         5.27             3.16             2.59            (0.20)            1.13          0.95
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities        5.62             3.49             2.91             0.09             1.43          1.21
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  From net investment income           (0.33)           (0.33)           (0.29)           (0.29)           (0.30)        (0.26)
  In excess of net investment
    income                             --               (0.01)           (0.02)           (0.04)           --            --
  From net realized gains              (0.15)           (0.52)           (0.16)           (0.09)           (0.13)        (0.03)
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                    (0.48)           (0.86)           (0.47)           (0.42)           (0.43)        (0.29)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD     $   21.80        $   16.66        $   14.03        $   11.59        $   11.92       $ 10.92
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return                           34.30%           25.47%           25.79%            0.63%           13.04%        12.14%(d)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period
    (000)                          $ 480,819        $ 321,058        $ 234,895       $  165,370        $  96,446       $62,150
  Ratio of expenses to average
    net assets                          0.30%            0.30%            0.33%            0.46%            0.50%         0.73%(d)
  Ratio of net investment income
    to average net assets               1.87%            2.18%            2.57%            2.44%            2.46%         2.43%(d)
  Ratio of expenses to average
    net assets *                        0.61%            0.59%            0.66%            0.59%            0.87%         1.16%(d)
  Ratio of net investment income
    to average net assets *             1.56%            1.89%            2.24%            2.31%            2.09%         2.00%(d)
  Portfolio turnover(a)                 5.81%            9.08%            2.71%           11.81%            2.71%        21.90%
  Average commission rate paid(b)  $   0.0449       $   0.0490
</TABLE>

* During the period, certain fees were voluntarily reduced. If such voluntary
  fee reductions had not occurred, the ratios would have been as
  indicated.  (a) Portfolio turnover is calculated on the basis of the Fund as a
  whole without distinguishing among the classes of shares issued.  (b) The
  average commission represents the total dollar amount of commissions paid on
  portfolio security transactions divided by the total number of portfolio
  shares purchased and sold for which commissions were charged. For the year
  ended June 30, 1996, the average commission was calculated for only the last
  seven months of the year.  (c) The Fund commenced operations on July 2,
  1991.  (d) Annualized.

<TABLE>
<CAPTION>
                                                                         YEAR ENDED JUNE 30,
                                      -------------------------------------------------------------------------------------------
             CLASS A                  1997             1996             1995             1994             1993           1992(c)
<S>                                <C>              <C>              <C>              <C>              <C>              <C>
NET ASSET VALUE, BEGINNING OF PERIOD
                                   $   16.67        $   14.02        $   11.59        $   11.91        $   10.92        $10.94
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                 0.29             0.27             0.29             0.28             0.30          0.08
  Net realized and unrealized
    gains (losses) from
    investments                         5.28             3.18             2.58            (0.20)            1.10            --
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities        5.57             3.45             2.87             0.08             1.40          0.08
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  From net investment income           (0.28)           (0.27)           (0.28)           (0.27)           (0.28)        (0.10)
  In excess of net investment
    income                             --               (0.01)           --               (0.04)           --               --
  From net realized gains              (0.15)           (0.52)           (0.16)           (0.09)           (0.13)           --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                    (0.43)           (0.80)           (0.44)           (0.40)           (0.41)        (0.10)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD     $   21.81        $   16.67        $   14.02        $   11.59        $   11.91        $10.92
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales
  Charge)                              33.94%           25.16%           25.43%            0.56%           12.75%         1.32%(d)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period
    (000)                          $  98,338          $32,186         $  3,003           $1,416             $512        $    5
  Ratio of expenses to average
    net assets                          0.55%            0.55%            0.56%            0.62%            0.52%         1.09%(d)
  Ratio of net investment income
    to average net assets               1.59%            1.93%            2.38%            2.37%            2.51%         1.97%(d)
  Ratio of expenses to average
    net assets *                        0.95%            0.94%            1.01%            0.94%            0.99%         1.27%(d)
  Ratio of net investment income
    to average net assets *             1.19%            1.54%            1.94%            2.05%            2.04%         1.79%(d)
  Portfolio turnover(a)                 5.81%            9.08%            2.71%           11.81%            2.71%        21.90%
  Average commission rate paid(b)  $   0.0449       $  0.0490
</TABLE>

* During the period, certain fees were voluntarily reduced. If such voluntary
  fee reductions had not occurred, the ratios would have been as
  indicated.  (a) Portfolio turnover is calculated on the basis of the Fund as a
  whole without distinguishing among the classes of shares issued.  (b) The
  average commission represents the total dollar amount of commissions paid on
  portfolio security transactions divided by the total number of portfolio
  shares purchased and sold for which commissions were charged. For the year
  ended June 30, 1996, the average commission was calculated for only the last
  seven months of the year.  (c) Class A Shares commenced offering on February
  18, 1992.  (d) Annualized.


<PAGE>
22


THE ONE GROUP(R) EQUITY INDEX FUND    FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                          YEAR ENDED JUNE 30,
                                                                    --------------------------------------------------------------
             CLASS B                                                1997             1996             1995           1994(a)
<S>                                <C>              <C>          <C>              <C>              <C>              <C>
NET ASSET VALUE, BEGINNING OF PERIOD
                                                                 $   16.68        $   14.05        $   11.61        $   12.39
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                               0.16             0.16             0.18             0.09
  Net realized and unrealized
    gains (losses) from
    investments                                                       5.27             3.16             2.61            (0.78)
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                      5.43             3.32             2.79            (0.69)
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  From net investment income                                         (0.16)           (0.16)           (0.19)           (0.09)
  In excess of net investment
    income                                                           --               (0.01)           --               --
  From net realized gains                                            (0.15)           (0.52)           (0.16)           --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                  (0.31)           (0.69)           (0.35)           (0.09)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                   $   21.80        $   16.68        $   14.05        $   11.61
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales
  Charge)                                                            32.93%           24.05%           24.58%           (5.57)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period
    (000)                                                        $ 168,699        $  38,538        $   1,408        $  248
  Ratio of expenses to average
    net assets                                                        1.30%            1.30%            1.34%         1.10%(c)
  Ratio of net investment income
    to average net assets                                             0.83%            1.18%            1.60%         2.08%(c)
  Ratio of expenses to average
    net assets*                                                       1.61%            1.59%            1.67%         1.15%(c)
  Ratio of net investment income
    to average net assets*                                            0.52%            0.89%            1.27%         2.03%(c)
  Portfolio turnover(d)                                               5.81%            9.08%            2.71%        11.81%
  Average commission rate paid(e)                                $   0.0449       $   0.0490
</TABLE>

* 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 B Shares commenced offering on January 14,
  1994.  (b) Not annualized.  (c) Annualized.  (d) Portfolio turnover is
  calculated on the basis of the Fund as a whole without distinguishing among
  the classes of shares issued.  (e) The average commission represents the total
  dollar amount of commissions paid on portfolio security transactions divided
  by the total number of portfolio shares purchased and sold for which
  commissions were charged. For the year ended June 30, 1996, the average
  commission was calculated for only the last seven months of the year.


<PAGE>
                                                                             23
THE ONE GROUP(R)

INCOME EQUITY FUND
[ICON] INVESTMENT OBJECTIVE
The Fund seeks current income through regular payment of dividends with the
secondary goal of achieving capital appreciation by investing primarily in
equity securities.

[ICON] INVESTMENT STRATEGY
The Fund attempts to keep its yield above the S&P 500 Index* by investing in
common stocks of corporations which regularly pay dividends, as well as stocks
with favorable long-term fundamental characteristics. Continued payment of
dividends cannot be assured. Because achieving yield is the primary
consideration in selecting securities, stocks of companies that are out of favor
in the financial community may also be purchased.

[ICON] PORTFOLIO SECURITIES

The Fund normally invests at least 65% of its total assets in the equity
securities of companies described above, including common stocks, debt
securities, and preferred stocks that are convertible into common stocks. A
portion of the Fund's assets will be held in cash equivalents. For a list of all
the securities in which the Fund may invest, please read "Investment Practices."


[ICON] RISK CONSIDERATIONS
The Fund invests in equity securities, which may increase or decrease in value.
Therefore, the value of your investment in the Fund may increase or decrease in
value. Before you invest, please read "More About the Funds" and "Investment
Practices."

[ICON] FUND MANAGEMENT
R. Lynn Yturri has served as manager of the Fund since July, 1993. Mr. Yturri
has 25 years of investment management experience. Prior to 1993, Mr. Yturri
served as Manager of Trust Investments at Valley National Bank of Arizona before
the bank was acquired by BANC ONE CORPORATION.

*"Standard & Poor's 500" is a registered service mark of Standard & Poor's
 Corporation, which does not sponsor and is in no way affiliated with the Fund.

 SHAREHOLDER EXPENSES

<TABLE>
<CAPTION>
   SHAREHOLDER TRANSACTION EXPENSES (1)      CLASS A   CLASS B   CLASS C   FIDUCIARY CLASS
<S>                                          <C>       <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)         4.50%      none      none          none
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase
  price or redemption proceeds, as
  applicable)                                  none(2)  5.00%     1.00%          none
Redemption Fees                                none      none      none          none
Exchange Fees                                  none      none      none          none

ANNUAL OPERATING EXPENSES (3)
  (as a percentage of average
   daily net assets)
Investment Advisory Fees                       .74%      .74%      .74%          .74%
12b-1 Fees (after fee waiver) (4)              .25%     1.00%     1.00%          none
Other Expenses                                 .27%      .27%      .27%          .27%
Total Fund Operating Expenses
  (after fee waiver) (5)                      1.26%     2.01%     2.01%         1.01%
</TABLE>

(1) If you buy or sell shares through a Shareholder Servicing Agent, you may be
    charged separate transaction fees by the Shareholder Servicing Agent. In
    addition, a $7.00 charge is deducted from redemption amounts paid by wire.
(2) Except for purchases of $1 million or more. Please see "Sales Charges."
(3) Expense information has been restated to reflect current fees.
(4) Due to 12b-1 fees, long-term Class A, Class B and Class C shareholders may
    pay more than the equivalent of the maximum front-end sales charges
    permitted by the rules of the National Association of Securities Dealers.
    Without the voluntary waiver, 12b-1 fees would be .35% for Class A shares.
(5) Without the voluntary reduction of 12b-1 fees, Total Operating Expenses
    would be 1.36% for Class A shares.

 EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                         $ 57       $  83       $ 111        $190
Class A (without fee waiver)                    $ 58       $  86       $ 116        $201
Class B                                         $ 70       $  93       $ 128        $214
Class C                                         $ 30       $  63       $ 108        $234
Fiduciary Class                                 $ 10       $  32       $  56        $124
</TABLE>




Assuming no redemption at the end of each time period, 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                                         $ 57       $  83       $ 111        $190
Class A (without fee waiver)                    $ 58       $  86       $ 116        $201
Class B                                         $ 20       $  63       $ 108        $214
Class C                                         $ 20       $  63       $ 108        $234
Fiduciary Class                                 $ 10       $  32       $  56        $124
</TABLE>

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

These examples are designed to assist you in understanding the various costs and
expenses that may be directly or indirectly paid by investors in the Fund. THESE
EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
24

THE ONE GROUP(R) INCOME EQUITY FUND    FINANCIAL HIGHLIGHTS


The Financial Highlights are intended to help you understand the Fund's
financial performance for the past 10 years, or since inception if less than 10
years. The total returns in the table represent the rate a shareholder would
have earned on an investment in the Fund (assuming reinvestment of all dividends
and distributions). This information has been derived from financial statements
audited by Coopers & Lybrand L.L.P., whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.


<TABLE>
<CAPTION>
                                                                    YEAR ENDED JUNE 30,
                                  ----------------------------------------------------------------------------------------
           FIDUCIARY                 1997         1996         1995         1994         1993         1992         1991
<S>                               <C>          <C>          <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF
  PERIOD                          $   17.65    $   15.13    $   13.22    $   13.21    $   12.24    $   11.35    $   11.06
- --------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                0.36         0.40         0.40         0.39         0.43         0.49         0.54
  Net realized and unrealized
    gains from investments             4.89         3.22         2.28         0.01         0.97         0.90         0.26
- --------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities       5.25         3.62         2.68         0.40         1.40         1.39         0.80
- --------------------------------------------------------------------------------------------------------------------------
Distributions
  From net investment income          (0.36)       (0.40)       (0.40)       (0.39)       (0.43)       (0.50)       (0.51)
  From net realized gains             (0.61)       (0.70)       (0.37)       --           --           --           --
- --------------------------------------------------------------------------------------------------------------------------
Total Distributions                   (0.97)       (1.10)       (0.77)       (0.39)       (0.43)       (0.50)       (0.51)
- --------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD    $   21.93    $   17.65    $   15.13    $   13.22    $   13.21    $   12.24    $   11.35
- --------------------------------------------------------------------------------------------------------------------------
Total Return                          30.90%       24.53%       21.04%        3.27%       11.56%       12.36%        7.48%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period
    (000)                         $ 649,007    $ 321,827    $ 170,919    $ 198,787    $ 153,144    $ 125,050    $  73,552
  Ratio of expenses to average
    net assets                         1.00%        0.98%        1.01%        0.98%        0.90%        0.70%        0.42%
  Ratio of net investment income
    to average net assets              1.91%        2.44%        2.85%        3.18%        3.37%        4.12%        4.80%
  Ratio of expenses to average
    net assets*                        1.00%        1.01%        1.01%        1.05%        1.07%        1.23%        1.16%
  Ratio of net investment income
    to average net assets*             1.91%        2.41%        2.85%        3.11%        3.20%        3.59%        4.06%
  Portfolio turnover(a)               28.18%       14.92%        4.03%       22.69%        7.53%        5.99%        9.36%
  Average commission rate
    paid(b)                       $  0.0681    $  0.0673

<CAPTION>
                                  -------------------------------------
           FIDUCIARY                   1990        1989      1988(d)
<S>                               <C>         <C>          <C>
NET ASSET VALUE, BEGINNING OF
  PERIOD                          $   10.32    $    9.10    $   10.00
- ----------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                0.53         0.45         0.23
  Net realized and unrealized
    gains from investments             0.77         1.22        (0.40)
- --------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities       1.30         1.67        (0.67)
- --------------------------------------------------------------------------------------------------------------------------
Distributions
  From net investment income          (0.56)       (0.45)       (0.23)
  From net realized gains               --           --           --
- --------------------------------------------------------------------------------------------------------------------------
Total Distributions                   (0.56)       (0.45)       (0.23)
- --------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD    $   11.06    $   10.32    $    9.10
- --------------------------------------------------------------------------------------------------------------------------
Total Return                          12.79%       18.59%       (6.73)%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period
    (000)                         $  37,056    $  24,591    $   1,028
  Ratio of expenses to average
    net assets                         0.49%        0.66%        2.29%(c)
  Ratio of net investment income
    to average net assets              4.94%        5.35%        2.43%(c)
  Ratio of expenses to average
    net assets*                        1.23%        1.42%        3.23%(c)
  Ratio of net investment income
    to average net assets*             4.20%        4.59%        1.99%(c)
  Portfolio turnover(a)                9.81%        7.14%       18.65%
  Average commission rate
    paid(b)
</TABLE>

* During the period, certain fees were voluntarily reduced. If such voluntary
  fee reductions had not occurred, the ratios would have been as
  indicated.  (a) Portfolio turnover is calculated on the basis of the Fund as a
  whole without distinguishing among the classes of shares issued.  (b) The
  average commission represents the total dollar amount of commissions paid on
  portfolio security transactions divided by the total number of portfolio
  shares purchased and sold for which commissions were charged. For the year
  ended June 30, 1996, the average commission was calculated for only the last
  seven months of the year.  (c) Annualized.  (d) Share class commenced
  operations July 2, 1987.

<TABLE>
<CAPTION>
                                                                                   YEAR ENDED JUNE 30,
                                                          ------------------------------------------------------------------------
                       CLASS A                            1997         1996         1995         1994         1993       1992(c)
<S>                                                    <C>          <C>          <C>          <C>          <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD                   $   17.64    $   15.11    $   13.20    $   13.20    $   12.23   $ 12.34
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                     0.31         0.38         0.03         0.36         0.40      0.20
  Net realized and unrealized gains from investments        4.87         3.20         2.29          --          0.98     (0.10)
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                            5.18         3.58         2.32         0.36         1.38      0.10
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  From net investment income                               (0.31)       (0.35)       (0.03)       (0.34)       (0.41)    (0.21)
  In excess of net investment income                         --           --         (0.01)       (0.02)         --        --
  From net realized gains                                  (0.61)       (0.70)       (0.37)         --           --        --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                        (0.92)       (1.05)       (0.41)       (0.36)       (0.41)    (0.21)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                         $   21.90    $   17.64    $   15.11    $   13.20    $   13.20    $12.23
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                       30.39%       24.23%       20.79%        2.95%       11.38%     2.16%(d)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                    $  78,976    $  44,284    $  13,793    $  12,054    $   9,513    $  118
  Ratio of expenses to average net assets                   1.25%        1.23%        1.26%        1.23%        1.11%     1.29%(d)
  Ratio of net investment income to average net
    assets                                                  1.65%        2.19%        2.61%        3.01%        3.32%     3.97%(d)
  Ratio of expenses to average net assets*                  1.34%        1.36%        1.36%        1.40%        1.43%     1.49%(d)
  Ratio of net investment income to average net
    assets*                                                 1.56%        2.06%        2.51%        2.84%        3.00%     3.77%(d)
  Portfolio turnover(a)                                    28.18%       14.92%        4.03%       22.69%        7.53%     5.99%
  Average commission rate paid(b)                      $  0.0681    $  0.0673
</TABLE>

* During the period, certain fees were voluntarily reduced. If such voluntary
  fee reductions had not occurred, the ratios would have been as
  indicated.  (a) Portfolio turnover is calculated on the basis of the Fund as a
  whole without distinguishing among the classes of shares issued.  (b) The
  average commission represents the total dollar amount of commissions paid on
  portfolio security transactions divided by the total number of portfolio
  shares purchased and sold for which commissions were charged. For the year
  ended June 30, 1996, the average commission was calculated for only the last
  seven months of the year.  (c) Class A Shares commenced offering on February
  18, 1992.  (d) Annualized.


<PAGE>
                                                                              25

THE ONE GROUP(R) INCOME EQUITY FUND    FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                          YEAR ENDED JUNE 30,
                                                                          ----------------------------------------------------
                              CLASS B                                   1997             1996             1995            1994(a)
<S>                                                                   <C>              <C>              <C>              <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                  $  17.68         $  15.14         $  13.23         $  13.83
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                                   0.17             0.24             0.26             0.11
  Net realized and unrealized gains (losses) from investments             4.89             3.23             2.29            (0.60)
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                          5.06             3.47             2.55            (0.49)
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  From net investment income                                             (0.18)           (0.23)           (0.25)           (0.11)
  In excess of net investment income                                     --               --               (0.02)           --
  From net realized gains                                                (0.61)           (0.70)           (0.37)           --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                      (0.79)           (0.93)           (0.64)           (0.11)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                        $  21.95         $  17.68         $  15.14         $  13.23
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                                     29.48%           23.41%           19.91%        (3.37)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                   $79,518          $29,169          $3,468           $1,714
  Ratio of expenses to average net assets                                 2.00%            1.98%            2.01%         1.95%(c)
  Ratio of net investment income to average net assets                    0.89%            1.44%            1.88%         2.70%(c)
  Ratio of expenses to average net assets*                                2.00%            2.01%            2.02%         1.95%(c)
  Ratio of net investment income to average net assets*                   0.89%            1.41%            1.87%         2.70%(c)
  Portfolio turnover(d)                                                  28.18%           14.92%            4.03%           22.69%
  Average commission rate paid (e)                                    $  0.0681        $  0.0673
</TABLE>

* 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 B Shares commenced offering on January 14,
  1994.  (b) Not Annualized.  (c) Annualized.  (d) Portfolio turnover is
  calculated on the basis of the Fund as a whole without distinguishing among
  the classes of shares issued.  (e) The average commission represents the total
  dollar amount of commissions paid on portfolio security transactions divided
  by the total number of portfolio shares purchased and sold for which
  commissions were charged. For the year ended June 30, 1996, the average
  commission was calculated for only the last seven months of the year.


<PAGE>
26


THE ONE GROUP(R)

VALUE GROWTH FUND
[ICON] INVESTMENT OBJECTIVE
The Fund seeks long term capital growth and growth of income with a secondary
objective of providing a moderate level of current income.

[ICON] INVESTMENT STRATEGY
The Fund invests primarily in common stocks, debt securities, preferred stocks,
convertible securities, warrants, and other equity securities of overlooked or
undervalued companies that have the potential for earnings growth over time.
Although the Fund expects to invest in securities that pay a moderate level of
income, it may also invest in non-income producing securities if the potential
for capital growth or future income appears promising. Because the Fund seeks
return over the long term, Banc One Investment Advisors will not attempt to time
the market.

[ICON] PORTFOLIO SECURITIES
The Fund normally invests at least 65% of its total assets in the securities
described in "Investment Strategy." Up to 35% of its total assets may be
invested in U.S. Government Securities, other investment grade fixed income
securities, cash, and cash equivalents. For a list of all the securities in
which the Fund may invest, please read "Investment Practices."

[ICON] RISK CONSIDERATIONS
The Fund invests in equity securities which may increase or decrease in value.
As a result, your investment in the Fund may increase or decrease in value. The
Fund also will invest in fixed income securities. The value of these securities
will change in response to interest rate changes and other factors. This is
especially true to the extent that the Fund invests in debt securities with
speculative characteristics. Before you invest, please read "More About the
Funds" and "Investment Risks."

[ICON] FUND MANAGEMENT

Michael D. Weiner has been the Manager of the Fund since February, 1996. Since
1994, Mr. Weiner also has served as manager of the Equity Index Fund. Mr. Weiner
also serves as the Managing Director of Equity Research for Banc One Investment
Advisors. Before joining Banc One Investment Advisors, Mr. Weiner served as the
Director of Research and Head of U.S. Equities for the Dupont Pension Fund
Investment Company of Wilmington, Delaware from 1986 to 1994.


 SHAREHOLDER EXPENSES

<TABLE>
<CAPTION>
   SHAREHOLDER TRANSACTION EXPENSES (1)      CLASS A   CLASS B   CLASS C   FIDUCIARY CLASS
<S>                                          <C>       <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)         4.50%      none      none          none
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase
  price or redemption proceeds, as
  applicable)                                  none(2)  5.00%     1.00%          none
Redemption Fees                                none      none      none          none
Exchange Fees                                  none      none      none          none

ANNUAL OPERATING EXPENSES (3)
  (as a percentage of average daily
   net assets)
Investment Advisory Fees                       .74%      .74%      .74%          .74%
12b-1 Fees (after fee waiver) (4)              .25%     1.00%     1.00%          none
Other Expenses                                 .31%      .31%      .31%          .31%
Total Fund Operating Expenses
  (after fee waiver) (5)                      1.30%     2.05%     2.05%         1.05%
</TABLE>

(1) If you buy or sell shares through a Shareholder Servicing Agent, you may be
    charged separate transaction fees by the Shareholder Servicing Agent. In
    addition, a $7.00 charge is deducted from redemption amounts paid by wire.
(2) Except for purchases of $1 million or more. Please see "Sales Charges."
(3) Expense information has been restated to reflect current fees.
(4) Due to 12b-1 fees, long-term Class A, Class B and Class C shareholders may
    pay more than the equivalent of the maximum front-end sales charges
    permitted by the rules of the National Association of Securities Dealers.
    Without the voluntary waiver, 12b-1 fees would be .35% for Class A shares.
(5) Without the voluntary reduction of 12b-1 fees, Total Operating Expenses
    would be 1.40% for Class A shares.

 EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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       $  84       $ 113        $195
Class A (without fee waiver)                    $ 59       $  87       $ 118        $205
Class B                                         $ 71       $  94       $ 130        $219
Class C                                         $ 31       $  64       $ 110        $238
Fiduciary Class                                 $ 11       $  33       $  58        $128
</TABLE>

Assuming no redemption at the end of each time period, 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                                         $ 58       $  84       $ 113        $195
Class A (without fee waiver)                    $ 59       $  87       $ 118        $205
Class B                                         $ 21       $  64       $ 110        $219
Class C                                         $ 21       $  64       $ 110        $238
Fiduciary Class                                 $ 11       $  33       $  58        $128
</TABLE>

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

These examples are designed to assist you in understanding the various costs and
expenses that may be directly or indirectly paid by investors in the Fund. THESE
EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
                                                                              27

THE ONE GROUP(R) VALUE GROWTH FUND    FINANCIAL HIGHLIGHTS


The Financial Highlights are intended to help you understand the Fund's
financial performance for the past 10 years, or since inception if less than 10
years. The total returns in the table represent the rate a shareholder would
have earned on an investment in the Fund (assuming reinvestment of all dividends
and distributions). This information has been derived from financial statements
audited by Coopers & Lybrand L.L.P., whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.


<TABLE>
<CAPTION>
                                                                                                    YEAR            MARCH 26,
                                                                                                    ENDED            1996 TO
                                                                                                  JUNE 30,          JUNE 30,
                                           FIDUCIARY                                                1997             1996(a)
<S>                                                                                               <C>               <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                              $   10.39         $   10.00
- ------------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                                                                0.11              0.03
  Net realized and unrealized gains from investments                                                   2.85              0.39
- ------------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                                                       2.96              0.42
- ------------------------------------------------------------------------------------------------------------------------------------
Distributions
  From net investment income                                                                          (0.11)            (0.03)
  From net realized gains                                                                             (1.73)            --
- ------------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                                                   (1.84)            (0.03)
- ------------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                                                    $   11.51         $   10.39
- ------------------------------------------------------------------------------------------------------------------------------------
Total Return                                                                                          31.97%            10.49%(b)(c)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                                               $430,837          $ 191,212
  Ratio of expenses to average net assets                                                              0.98%             0.95%(d)
  Ratio of net investment income to average net assets                                                 1.06%             1.13%(d)
  Ratio of expenses to average net assets*                                                             1.00%             1.04%(d)
  Ratio of net investment income to average net assets*                                                1.04%             1.04%(d)
  Portfolio turnover(e)                                                                              113.17%            65.21%
  Average commission rate paid(f)                                                                 $  0.0532         $  0.0373
</TABLE>

* 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 date reorganized as a fund of The One
  Group.  (b) Represents total return for Class A Shares from December 1, 1995
  through March 25, 1996 plus total return for Fiduciary Shares for the period
  from March 26, 1996 through June 30, 1996.  (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.  (f) The average commission represents the total dollar amount
  of commissions paid on portfolio security transactions divided by the total
  number of portfolio shares purchased and sold for which commissions were
  charged. For the year ended June 30, 1996, the average commission was
  calculated for only the last seven months of the year.

<TABLE>
<CAPTION>
                                           SEVEN MONTHS                              YEAR ENDED JUNE 30,
                             YEAR ENDED     ENDED JUNE
                              JUNE 30,         30,               ------------------------------------------------------------
          CLASS A               1997         1996(a)           1995           1994           1993           1992           1991
<S>                          <C>           <C>              <C>            <C>            <C>            <C>            <C>
NET ASSET VALUE, BEGINNING
  OF PERIOD                  $   10.39      $    11.15      $    9.00      $   10.02      $    9.42      $    7.80      $    6.39
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities Net
  investment income               0.09            0.94           0.12           0.13           0.11           0.11           0.12
  Net realized and
    unrealized gains
    (losses) from
    investments                   2.83            0.08           2.44          (0.56)          0.83           1.75           1.44
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment
  Activities                      2.92            1.02           2.56          (0.43)          0.94           1.86           1.56
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  From net investment income     (0.08)          (0.94)         (0.12)         (0.14)         (0.12)         (0.10)         (0.14)
  In excess of net
    investment income            --              (0.01)         --             --             --             --             --
  From net realized gains        (1.73)          (0.83)         (0.29)         (0.45)         (0.22)         (0.14)         (0.01)
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions              (1.81)          (1.78)         (0.41)         (0.59)         (0.34)         (0.24)         (0.15)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF
  PERIOD                     $   11.50      $    10.39      $   11.15      $    9.00      $   10.02      $    9.42      $    7.80
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales
  Charge)                        31.53%       10.40%(b)         29.57%        (4.32)%         10.13%         24.27%         24.97%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of
    period (000)             $47,306        $35,984         $217,978       $173,198       $171,141       $133,614       $93,400
  Ratio of expenses to
    average net assets            1.23%        0.97%(c)          0.95%          0.96%          0.96%          0.97%          0.95%
  Ratio of net investment
    income to average net
    assets                        0.83%        0.65%(c)          1.25%          1.34%          1.21%          1.25%          1.73%
  Ratio of expenses to
    average net assets*           1.34%        1.05%(c)          0.95%          0.96%          0.96%          0.97%          1.02%
  Ratio of net investment
    income to average net
    assets*                       0.72%        0.77%(c)          1.25%          1.34%          1.21%          1.25%          1.66%
  Portfolio turnover(d)         113.17%          65.21%         77.00%         53.00%         66.00%         43.00%         54.00%
  Average commission rate
    paid(e)                  $   0.0532     $    0.0373
</TABLE>

* During the period, certain fees were voluntarily reduced. If such voluntary
  fee reductions had not occurred, the ratios would have been as
  indicated.  (a) Upon reorganizing as a fund of The One Group, the Paragon
  Value Growth Fund became the Value Growth Fund. Financial highlights for the
  periods prior to March 26, 1996 represent the Paragon Value Growth Fund. The
  per share data for the periods prior to March 26, 1996 have been restated to
  reflect the impact of restatement of net asset value from $15.26 to $10.00
  effective March 26, 1996.  (b) Not annualized.  (c) Annualized.  (d) Portfolio
  turnover is calculated on the basis of the Fund as a whole without
  distinguishing among the classes of shares issued.  (e) The average commission
  represents the total dollar amount of commissions paid on portfolio security
  transactions divided by the total number of portfolio shares purchased and
  sold for which commissions were charged. For the year ended June 30, 1996, the
  average commission was calculated for only the last seven months of the year.


<PAGE>
28

THE ONE GROUP(R) VALUE GROWTH FUND    FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                SEVEN
                                                                YEAR            MONTHS              Year             September 9,
                                                               ENDED            ENDED              ended               1994 to
                                                              JUNE 30,         JUNE 30,         November 30,         November 30,
                          CLASS B                               1997           1996(a)              1995               1994(b)
<S>                                                           <C>              <C>              <C>                  <C>
NET ASSET VALUE, BEGINNING OF PERIOD                          $  10.39         $  11.16           $   9.01             $   9.85
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                           0.01             0.91               0.05                 0.02
  Net realized and unrealized gains (losses) from
    investments                                                   2.82             0.07               2.46                (0.84)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                  2.83             0.98               2.51                (0.82)
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions
  From net investment income                                    (0.02)           (0.91)              (0.07)               (0.02)
  In excess of net investment income                             --              (0.01)              --                   --
  From net realized gains                                       (1.73)           (0.83)              (0.29)               --
- ---------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                             (1.75)           (1.75)              (0.36)               (0.02)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                $  11.47         $  10.39           $  11.16             $   9.01
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            30.52%         9.86%(c)              28.74%            (8.31)%(c)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                           $10,517          $4,673            $2,923                 $412
  Ratio of expenses to average net assets                        1.98%         1.56%(d)               1.70%              1.71%(d)
  Ratio of net investment income to average net assets           0.07%         0.13%(d)               0.38%              0.76%(d)
  Ratio of expenses to average net assets*                       2.00%         1.94%(d)               1.70%              1.71%(d)
  Ratio of net investment income to average net assets*          0.05%         0.05%(d)               0.38%              0.76%(d)
  Portfolio turnover(e)                                        113.17%           65.21%              77.00%               53.00%
  Average commission rate paid(f)                             $ 0.0532         $ 0.0373
</TABLE>

* During the period, certain fees were voluntarily reduced. If such voluntary
  fee reductions had not occurred, the ratios would have been as
  indicated.  (a) Upon reorganizing as a fund of The One Group, the Paragon
  Value Growth Fund became the Value Growth Fund. Financial highlights for the
  periods prior to March 26, 1996 represent the Paragon Value Growth Fund. The
  per share data for the periods prior to March 26, 1996 have been restated to
  reflect the impact of restatement of net asset value from $15.21 to $10.00
  effective March 26, 1996.  (b) Class B Shares commenced offering September 9,
  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.  (f) The average commission represents the total
  dollar amount of commissions paid on portfolio security transactions divided
  by the total number of portfolio shares purchased and sold for which
  commissions were charged. For the year ended June 30, 1996, the average
  commission was calculated for only the last seven months of the year.


<PAGE>
                                                                            29

THE ONE GROUP(R)

SMALL CAPITALIZATION FUND
[ICON] INVESTMENT OBJECTIVE

The Fund seeks long-term capital growth primarily by investing in a portfolio of
equity securities of small capitalization and emerging growth companies.

[ICON] INVESTMENT STRATEGY

The Fund invests primarily in common stocks, debt securities, preferred stocks,
convertible securities, warrants, and other equity securities of small
capitalization companies. Generally, Banc One Investment Advisors selects a
portfolio of companies with a market capitalization equivalent to the median
market capitalization of the S&P Small-Cap 600 Index*, although the Fund may
occasionally hold securities of companies with larger capitalizations if doing
so contributes to the Fund's investment objective. This Fund was formerly called
The One Group Gulf South Growth Fund.

[ICON] PORTFOLIO SECURITIES

The Fund invests at least 65% of its total assets in the securities described in
"Investment Strategy." Up to 35% of its total assets may be invested in U.S.
Government Securities, other investment grade fixed income securities, cash, and
cash equivalents. For a list of all the securities in which the Fund may invest,
please read "Investment Practices."

[ICON] RISK CONSIDERATIONS

The Fund invests in equity securities which may increase or decrease in value.
As a result, your investment in the Fund may increase or decrease in value.
Also, smaller companies may be subject to greater business risks than larger
companies. Before you invest, please read "More About the Funds" and "Investment
Risks."

[ICON] FUND MANAGEMENT


In 1996, Richard R. Jandrain, III, Senior Managing Director of Equity Securities
for Banc One Investment Advisors, became co-manager of the Fund. Mr. Jandrain
has been a manager of the Growth Opportunities Fund since 1994. Mr. Jandrain has
over 19 years of investment experience and has served in various investment
management positions with Banc One Investment Advisors and its affiliates for
the past eight years.
   Donald E. Allred has served as co-manager of the Fund since its inception in
1996. Mr. Allred served as manager of the Fund's predecessor, Paragon Gulf South
Growth Fund, from its inception in 1991 to 1996. Mr. Allred has over 30 years of
investment management experience.

*"Standard & Poor's Small-Cap 600" is a registered service mark of Standard &
 Poor's Corporation, which does not sponsor and is in no way affiliated with the
 Fund.


 SHAREHOLDER EXPENSES

<TABLE>
<CAPTION>
                       SHAREHOLDER TRANSACTION EXPENSES (1)                         CLASS A   CLASS B   CLASS C   FIDUCIARY CLASS
<S>                                                                                 <C>       <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)                                                4.50%      none      none          none
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase price or redemption
  proceeds, as applicable)                                                            none(2)  5.00%     1.00%          none
Redemption Fees                                                                       none      none      none          none
Exchange Fees                                                                         none      none      none          none
ANNUAL OPERATING EXPENSES (3) (as a percentage of average daily net assets)
Investment Advisory Fees                                                              .74%      .74%      .74%          .74%
12b-1 Fees (after fee waiver) (4)                                                     .25%     1.00%     1.00%          none
Other Expenses                                                                        .32%      .32%      .32%          .32%
Total Fund Operating Expenses (after fee waiver) (5)                                 1.31%     2.06%     2.06%         1.06%
</TABLE>

(1) If you buy or sell shares through a Shareholder Servicing Agent, you may be
    charged separate transaction fees by the Shareholder Servicing Agent. In
    addition, a $7.00 charge is deducted from redemption amounts paid by wire.
(2) Except for purchases of $1 million or more. Please see "Sales Charges."
(3) Expense information has been restated to reflect current fees.
(4) Due to 12b-1 fees, long-term Class A, Class B and Class C shareholders may
    pay more than the equivalent of the maximum front-end sales charges
    permitted by the rules of the National Association of Securities Dealers.
    Without the voluntary waiver, 12b-1 fees would be .35% for Class A shares.
(5) Without the voluntary reduction of 12b-1 fees, Total Operating Expenses
    would be 1.41% for Class A shares.
 EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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       $  85       $ 114        $196
Class A (without fee waiver)                                                           $ 59       $  88       $ 119        $206
Class B                                                                                $ 71       $  95       $ 131        $220
Class C                                                                                $ 31       $  65       $ 111        $239
Fiduciary Class                                                                        $ 11       $  34       $  58        $129
</TABLE>

Assuming no redemption at the end of each time period, 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                                                                                $ 58       $  85       $ 114        $196
Class A (without fee waiver)                                                           $ 59       $  88       $ 119        $206
Class B                                                                                $ 21       $  65       $ 111        $220
Class C                                                                                $ 21       $  65       $ 111        $239
Fiduciary Class                                                                        $ 11       $  34       $  58        $129
</TABLE>

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

These examples are designed to assist you in understanding the various costs and
expenses that may be directly or indirectly paid by investors in the Fund. THESE
EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
30

THE ONE GROUP(R) SMALL CAPITALIZATION FUND    FINANCIAL HIGHLIGHTS


The Financial Highlights are intended to help you understand the Fund's
financial performance for the past 10 years, or since inception if less than 10
years. The total returns in the table represent the rate a shareholder would
have earned on an investment in the Fund (assuming reinvestment of all dividends
and distributions). This information has been derived from financial statements
audited by Coopers & Lybrand L.L.P., whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.


<TABLE>
<CAPTION>
                                                                                                YEAR                MARCH 26,
                                                                                               ENDED                 1996 TO
                                                                                              JUNE 30,              JUNE 30,
                                       FIDUCIARY                                                1997                 1996(A)
<S>                                                                                          <C>                <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                         $    10.75             $   10.00
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income (loss)                                                                   (0.02)                 --
  Net realized and unrealized gains from investments                                               1.31                  0.78
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                                                   1.29                  0.78
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions
  From net realized gains                                                                        (1.10)                 (0.03)
- ---------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                                              (1.10)                 (0.03)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                                               $    10.94             $   10.75
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                                                                     13.44%              13.39%(b)(c)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                                          $78,318               $83,371
  Ratio of expenses to average net assets                                                         1.02%                  0.96%(d)
  Ratio of net investment income (loss) to average net assets                                   (0.16)%                 (0.16)(d)
  Ratio of expenses to average net assets*                                                        1.12%                  1.05%(d)
  Ratio of net investment income (loss) to average net assets*                                  (0.26)%                (0.25)%(d)
  Portfolio turnover(e)                                                                          92.01%                 59.57%
  Average commission rate paid(f)                                                            $   0.0676             $    0.0685
</TABLE>

* 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 date reorganized as a fund of The One
  Group.  (b) Represents total return for Class A Shares from December 1, 1995
  through March 25, 1996 plus total return for Fiduciary Shares for the period
  from March 26, 1996 through June 30, 1996.  (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.  (f) The average commission represents the total dollar amount
  of commissions paid on portfolio security transactions divided by the total
  number of portfolio shares purchased and sold for which commissions were
  charged. For the year ended June 30, 1996, the average commission was
  calculated for only the last seven months of the year.

<TABLE>
<CAPTION>
                          YEAR         SEVEN MONTHS                                                                  FIVE MONTHS
                          ENDED         ENDED JUNE                      YEAR ENDED NOVEMBER 30,                         ENDED
                        JUNE 30,           30,           ------------------------------------------------------      NOVEMBER 30,
       CLASS A            1997           1996(a)           1995           1994           1993           1992           1991(f)
<S>                     <C>            <C>               <C>            <C>            <C>            <C>            <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD   $   10.73       $    11.50       $    9.36      $   10.11      $    9.48      $    7.38       $     6.37
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment
    income (loss)          (0.04)            (0.07)         (0.04)         (0.04)         (0.02)           0.01             0.01
  Net realized and
    unrealized gains
    (losses) from
    investments              1.35             1.40            2.35         (0.63)           0.88           2.10             1.01
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment
  Activities                 1.31             1.33            2.31         (0.67)           0.86           2.11             1.02
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions
  From net investment
    income                  --               --              --             --            (0.01)         (0.01)            (0.01)
  From net realized
    gains                  (1.10)            (2.10)         (0.17)         (0.08)         (0.22)          --               --
- ---------------------------------------------------------------------------------------------------------------------------------
Total Distributions        (1.10)            (2.10)         (0.17)         (0.08)         (0.23)         (0.01)            (0.01)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END
  OF PERIOD             $   10.94       $    10.73       $   11.50      $    9.36      $   10.11      $    9.48       $     7.38
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes
  Sales Charge)            13.52%         12.85%(b)         25.07%        (6.66)%          9.10%         28.59%         16.12%(b)
RATIOS/SUPPLEMENTARY
  DATA:
  Net Assets at end of
    period (000)        $17,299         $18,356          $95,467        $77,540        $74,982        $55,719         $34,546
  Ratio of expenses to
    average net assets      1.27%          1.05%(c)          1.03%          1.00%          1.01%          1.00%          1.05%(c)
  Ratio of net
    investment income
    (loss) to average
    net assets            (0.41)%        (0.33)%(c)        (0.36)%        (0.38)%        (0.21)%          0.15%          0.31%(c)
  Ratio of expenses to
    average net
    assets*                 1.45%          1.37%(c)          1.03%          1.00%          1.01%          1.00%          1.05%(c)
  Ratio of net
    investment income
    (loss) to average
    net assets*           (0.59)%        (0.35)%(c)        (0.36)%        (0.30)%        (0.21)%          0.15%          0.31%(c)
  Portfolio
    turnover(d)            92.01%            59.57%         65.00%         51.00%         59.00%         42.00%            12.00%
  Average commission
    rate paid(e)        $  0.0676       $    0.0685
</TABLE>

* During the period, certain fees were voluntarily reduced. If such voluntary
  fee reductions had not occurred, the ratios would have been as
  indicated.  (a) Upon reorganizing as a fund of The One Group, the Paragon Gulf
  South Growth Fund became the Gulf South Growth Fund. Financial highlights for
  the periods prior to March 26, 1996 represent the Paragon Gulf South Growth
  Fund. The per share data for the periods prior to March 26, 1996 have been
  restated to reflect the impact of restatement of net asset value from $15.70
  to $10.00 effective March 26, 1996.  (b) Not
  annualized.  (c) Annualized.  (d) Portfolio turnover is calculated on the
  basis of the Fund as a whole without distinguishing among the classes of
  shares issued.  (e) The average commission represents the total dollar amount
  of commissions paid on portfolio security transactions divided by the total
  number of portfolio shares purchased and sold for which commissions were
  charged. For the year ended June 30, 1996, the average commission was
  calculated for only the last seven months of the year.  (f) Period from
  commencement of operations.


<PAGE>
                                                                              31

THE ONE GROUP(R) SMALL CAPITALIZATION FUND    FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                               SEVEN
                                                               YEAR            MONTHS              Year             September 12,
                                                              ENDED            ENDED              ended                1994 to
                                                             JUNE 30,         JUNE 30,         November 30,         November 30,
                          CLASS B                              1997           1996(a)              1995                1994(b)
<S>                                                          <C>              <C>              <C>                  <C>
NET ASSET VALUE, BEGINNING OF PERIOD                         $  10.72         $  11.56           $   9.47             $   10.40
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment loss                                          (0.10)           (0.06)              (0.07)                (0.01)
  Net realized and unrealized gains (losses) from
    investments                                                  1.32             1.35               2.33                 (0.92)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 1.22             1.29               2.26                 (0.93)
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions
  From net realized gains                                      (1.10)           (2.13)              (0.17)                --
- ---------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                            (1.10)           (2.13)              (0.17)                --
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                               $  10.84         $  10.72           $  11.56             $    9.47
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                           12.74%         12.47%(c)             24.21%             (9.08)%(c)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                          $3,835           $2,545            $1,814                  $231
  Ratio of expenses to average net assets                       2.02%         1.87%(d)               1.78%               1.75%(d)
  Ratio of net investment income (loss) to average net
    assets                                                    (1.16)%         (1.10)%(d)            (1.16)%            (0.90)%(d)
  Ratio of expenses to average net assets*                      2.12%         1.92%(d)               1.78%               1.75%(d)
  Ratio of net investment income (loss) to average net
    assets*                                                   (1.26)%         (1.15)%(d)            (1.16)%            (0.90)%(d)
  Portfolio turnover(e)                                        92.01%           59.57%              65.00%                51.00%
  Average commission rate paid(f)                            $ 0.0676         $ 0.0685
</TABLE>

* During the period, certain fees were voluntarily reduced. If such voluntary
  fee reductions had not occurred, the ratios would have been as
  indicated.  (a) Upon reorganizing as a fund of The One Group, the Paragon Gulf
  South Growth Fund became the Gulf South Growth Fund. Financial highlights for
  the periods prior to March 26, 1996 represent the Paragon Gulf South Growth
  Fund. The per share data for the periods prior to March 26, 1996 have been
  restated to reflect the impact of restatement of net asset value from $15.48
  to $10.00 effective March 26, 1996.  (b) Class B Shares commenced offering
  September 12, 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.  (f) The average commission
  represents the total dollar amount of commissions paid on portfolio security
  transactions divided by the total number of portfolio shares purchased and
  sold for which commissions were charged. For the year ended June 30, 1996, the
  average commission was calculated for only the last seven months of the year.


<PAGE>

                              MORE ABOUT THE FUNDS

32

PORTFOLIO QUALITY
- ----------------------------------------------------

The Funds only purchase securities that meet certain rating criteria.

- - >If the Funds invest in municipal bonds, the bonds must be rated as investment
   grade.

- - >Other municipal securities, such as tax-exempt commercial paper, notes and
   variable rate demand obligations, must be rated in one of the two highest
   investment grade categories at the time of investment.

- - >Corporate bonds generally will be rated in one of the three highest
   investment grade categories.

- - >Banc One Investment Advisors reserves the right to invest in corporate bonds
   which present attractive opportunities and are rated in the lowest investment
   grade category. These corporate bonds may be riskier than higher rated bonds.

If the securities are unrated, Banc One Investment Advisors must determine that
they are of comparable quality to rated securities. Banc One Investment Advisors
will look at a security's rating at the time of investment. For more information
about ratings, please see "Description of Ratings" in the Appendix.

ILLIQUID INVESTMENTS
- ----------------------------------------------------

Each Fund may invest up to 15% of its net assets in illiquid investments. A
security is illiquid if it cannot be sold at approximately the value assessed by
the Fund within seven (7) days. Banc One Investment Advisors will follow
guidelines adopted by The One Group Board of Trustees in determining whether an
investment is illiquid.

SPECIAL RISK
CONSIDERATIONS
- ----------------------------------------------------

DERIVATIVES: Some of the Funds invest in securities that are considered to be
derivatives. These securities may be more volatile than other investments. These
include:

- - >options, futures contracts, and options on futures contracts

- - >warrants

- - >mortgage-backed securities, including collateralized mortgage obligations and
   Real Estate Mortgage Investment Conduits (CMOs and REMICs) and stripped
   mortgage-backed securities (IOs and POs)

- - >asset-backed securities


- - >swap, cap and floor transactions


- - >new financial products

- - >currency forwards

- - >structured instruments

Derivatives may be riskier than traditional investments.

SMALL CAPITALIZATION COMPANIES: Investments in smaller, younger companies may be
riskier than investments in larger, more established companies. These companies
may be more vulnerable to changes in economic conditions, specific industry
conditions, market fluctuations, and other factors effecting the profitability
of other companies. Because economic events may have a greater impact on smaller
companies, there may be a greater and more frequent fluctuation in their stock
price. This may cause frequent and unexpected increases or decreases in the
value of your investment.


FIXED INCOME SECURITIES: Investments in fixed income securities (for example,
bonds) will increase or decrease in value based on changes in interest rates. If
rates increase, the value of a Fund's investments generally declines. On the
other hand, if rates fall, the value of the investments generally increases. The
value of your investment in a Fund will increase and decrease as the value of a
Fund's investments increase and decrease. While securities with longer duration
and maturities tend to produce higher yields, they also are subject to greater
fluctuations in value when interest rates change. Usually changes in the value
of fixed income securities will not affect cash income generated, but may affect
the value of your investment.


INDEX FUNDS: An index fund's investment objective is to track the performance of
a specified index. Therefore, securities may be purchased, retained and sold by
an index fund at times when an actively managed fund would not do so. As a
result, you can expect greater risk of loss (and a correspondingly greater
prospect of gain) from changes in the value of securities that are heavily
weighted in the index than would be the case if the funds were not fully
invested in such securities. Because of this, an index fund's share price can be
volatile and you should be able to handle sudden, and sometimes substantial,
fluctuations in the value of your investment.

INTERNATIONAL FUNDS: Investments in foreign securities involve risks different
from investments in U.S. securities. For more details, see "Investment
Practices" and "Investment Risks." Because of these risk factors, the share
price of the International Equity Index Fund is expected to be volatile, and you
should be able to sustain sudden, and sometimes substantial, fluctuations in the
value of your investment.

<PAGE>

                     HOW TO DO BUSINESS WITH THE ONE GROUP

                                                                              33

PURCHASING
FUND SHARES
- ----------------------------------------------------

WHERE CAN I BUY SHARES?

You may purchase Fund shares from the following sources:

- - The One Group Services Company, and

- - Shareholder Servicing Agents. These include investment advisors, brokers,
  financial planners, banks, insurance companies, retirement or 401(k) plan
  sponsors, or other intermediaries. Shares purchased this way will be held for
  you by the Shareholder Servicing Agent.

WHEN CAN I BUY SHARES?

- - Purchases may be made on any business day. This includes any day that the
  Funds are open for business, other than weekends and the following holidays:
  New Years Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday,
  Memorial Day, Independence Day, Labor Day, Thanksgiving, and Christmas.

- - Purchase requests received by The One Group Services Company before 4 p.m.
  Eastern Standard Time ("EST") will be effective that day.

- - Purchase orders may be cancelled by the Fund's Custodian, State Street Bank
  and Trust Company, if it does not receive "federal funds" by 4:00 p.m. EST (i)
  on the business day after the order is placed if you are buying Fiduciary
  Class shares, and (ii) on the third business day if you are purchasing Class
  A, Class B or Class C shares.

- - If your shares are held by a Shareholder Servicing Agent, it is the
  responsibility of the Shareholder Servicing Agent to send your purchase or
  redemption order to the Fund. Your Shareholder Servicing Agent may have an
  earlier cut-off time for purchase and redemption requests.

- - The One Group Services Company can reject a purchase order if it does not
  think that it is in the best interests of a Fund and/or its shareholders to
  accept the order.

- - Shares are electronically recorded. Therefore, certificates will not be
  issued.

WHAT KIND OF SHARES CAN I BUY?

The One Group offers the following classes of shares:

- - Class A, Class B and Class C shares are available to the general public.

- - Fiduciary Class shares are available to institutional investors and any
  organization authorized to act in a fiduciary, advisory, custodial or agency
  capacity. We will refer to these entities as "Intermediaries."

- - If you intend to hold your shares for six or more years, Class B shares may be
  appropriate for you. If you intend to hold your shares for less than six
  years, you may want to consider Class A or Class C shares.


  The One Group Fund Direct IRA. The One Group offers a retirement plan and, in
  1998, will offer an education plan. These plans allow participants to defer
  taxes while their retirement and education savings grow. The education IRA
  requires a minimum investment of $500. Call The One Group Services Company at
  1-800-480-4111 for an Adoption Agreement.


HOW MUCH DO SHARES COST?

- - Shares are sold at net asset value ("NAV") plus a sales charge, if any.

- - Each class of shares in each Fund has a different NAV. This is primarily
  because each class has different distribution expenses.

- - NAV per share is calculated by dividing the total market value of a Fund's
  investments and other assets allocable to a class (minus class expenses) by
  the number of outstanding shares in that class.

- - A Fund's NAV changes every day. NAV is calculated each business day at 4:00
  p.m. EST.

HOW DO I OPEN AN ACCOUNT?

1. Read the prospectus carefully, and select the Fund or Funds most appropriate
   for you.

2. Decide how much you want to invest.

   - The minimum initial investment is $1,000 ($100 for employees of BANC ONE
     CORPORATION and its affiliates).

   - Subsequent investments must be at least $100 ($25 for employees of BANC ONE
     CORPORATION and its affiliates).

   - You may purchase no more than $250,000 of Class B shares at one time.

   - The One Group Services Company may waive these minimums.

3.Complete the Account Application Form. Be sure to sign up for all of the
  Account privileges that you plan to take advantage of. Doing so now means that
  you will not have to complete additional paperwork later.

<PAGE>

34

4.Send the completed application and a personal check (unless you choose to pay
  by wire or bank transfer) payable to "The One Group" to:

  State Street Bank and Trust Company
  c/o The One Group
  P.O. Box 8500
  Boston, MA 02266-8500

   Contributions to Fund Direct IRAs should be made payable to "State Street
   Bank and Trust Company for the Benefit of (your name)."

5. All checks should be in U.S. dollars. Third party checks will not be
   accepted. Redemptions from a Fund will not be permitted for ten (10) calendar
   days if purchases are made by check or under the Systematic Investment Plan
   (see below).

6. If you purchase shares through a Shareholder Servicing Agent, you may be
   required to complete additional forms or follow additional procedures. You
   should contact your Shareholder Servicing Agent regarding purchases,
   exchanges and redemptions.

7. If you have any questions, contact your Shareholder Servicing Agent or call
   The One Group Services Company at 1-800-480-4111.

CAN I PURCHASE SHARES OVER THE TELEPHONE?

Yes. Simply select this option on your Account Application Form and then:

- - Contact your Shareholder Servicing Agent or The One Group Services Company at
  1-800-480-4111 to relay your purchase instructions.

- - Send a personal check made payable to "The One Group" to State Street Bank and
  Trust Company (see address above), authorize a bank transfer or initiate a
  wire transfer.

- - The One Group uses reasonable procedures to confirm that instructions given by
  telephone are genuine. These procedures include recording telephone
  instructions and asking for personal identification. If these procedures are
  followed, The One Group will not be responsible for any loss, liability, cost
  or expense of acting upon unauthorized or fraudulent instructions; you bear
  the risk of loss.


- - You may revoke your right to make purchases over the telephone by sending a
  letter to:


  State Street Bank and Trust Company
  c/o The One Group
  P.O. Box 8500
  Boston, MA 02266-8500

CAN I AUTOMATICALLY INVEST ON A
SYSTEMATIC BASIS?

Yes. After your Account is established, you may purchase additional Class A,
Class B and Class C shares by making automatic monthly investments from your
bank account. The minimum initial investment is still $1,000, but minimum
automatic additions are only $25. The One Group Services Company may waive these
minimums. To establish a Systematic Investment Plan:

- - Select the "Systematic Investment Plan" option on the Account Application
  Form.

- - Provide the necessary information about the bank account from which your
  investments will be made.

- - Shares purchased under a Systematic Investment Plan may not be redeemed for
  ten (10) calendar days.

- - The One Group currently does not charge for this service, but may impose a
  charge in the future. However, your bank may impose a charge for debiting your
  bank account.


- - You may revoke your right to make systematic investments by sending a letter
  to:


  State Street Bank and Trust Company
  c/o The One Group
  P.O. Box 8500
  Boston, MA 02266-8500

CONVERSION FEATURE

Your Class B shares automatically convert to Class A shares after eight years
(measured from the end of the month in which they were purchased).

- - After conversion, your shares will be subject to the lower distribution and
  shareholder servicing fees charged on Class A shares.

- - You will not be assessed any sales charges or fees for conversion of shares,
  nor will you be subject to any tax.

- - Because the share price of the Class A shares may be higher than that of the
  Class B shares at the time of conversion, you may receive fewer Class A
  shares; however, the dollar value will be the same.

- - If you have exchanged Class B shares of one Fund for Class B shares of
  another, the time you held the shares in each Fund will be added together.

SALES CHARGES
- ----------------------------------------------------


The One Group Services Company compensates Shareholder Servicing Agents who sell
shares of The One Group. Compensation comes from sales charges, 12b-1 fees and
payments by The One Group Services Company from its own resources. The One Group
Services Company, at its own expense, also will provide promotional incentives
in the form of travel expenses, lodging and bonuses to licensed individuals who
sell shares of the Funds, as well as vacation trips (including lodging at luxury
resorts), tickets to entertainment events, and merchandise.


<PAGE>

                                                                              35

 CLASS A SHARES

This table shows the amount of sales charge you pay and the commissions paid to
Shareholder Servicing Agents.
<TABLE>
<CAPTION>

                       SALES CHARGE AS A %
                         OF THE OFFERING       SALES CHARGE AS A %     COMMISSION AS A %
AMOUNT OF PURCHASE            PRICE            OF YOUR INVESTMENT      OF OFFERING PRICE
<S>                    <C>                     <C>                     <C>
Less than $100,000            4.50%                   4.71%                  4.05%
$100,000-$249,999             3.50%                   3.63%                  3.05%
$250,000-$499,999             2.50%                   2.56%                  2.05%
$500,000-$999,999             2.00%                   2.04%                  1.60%
$1,000,000*                   0.00%                   0.00%                  0.00%
</TABLE>

*  If you purchase $1 million or more of Class A shares and are not assessed a
   sales charge at the time of purchase, you will be charged the equivalent of
   1% of the purchase price if you redeem any or all of the Class A shares
   within one year of purchase.

 CLASS B SHARES

Class B shares are offered at NAV, without any up-front sales charges. However,
if you redeem these shares within six years of the purchase date, you will be
assessed a Contingent Deferred Sales Charge ("CDSC") according to the following
schedule:

<TABLE>
<CAPTION>
                          CDSC AS A % OF DOLLAR
YEARS SINCE PURCHASE     AMOUNT 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%
     more than 6                   0.00%
</TABLE>

The One Group Services Company pays a commission of 4.00% of the original
purchase price to Shareholder Servicing Agents who sell Class B shares.

 CLASS C SHARES

Class C shares are offered at NAV, without any up-front sales charge. However,
if you redeem your shares within one year of the purchase date, you will be
assessed a CDSC as follows:

<TABLE>
<CAPTION>
                          CDSC AS A % OF DOLLAR
YEARS SINCE PURCHASE     AMOUNT SUBJECT TO CHARGE
<S>                      <C>
         0-1                       1.00%
  After first year                  none
</TABLE>

Shareholder Servicing Agents selling Class C shares receive a commission of
1.00% of the original purchase price from The One Group Services Company.

How the CDSC is Calculated

- - The Fund assumes that all purchases made in a given month were made on the
  first day of the month.

- - The CDSC is based on the current market value or the original cost of the
  shares, whichever is less.

- - A sales charge is not imposed on increases in NAV above the initial purchase
  price, nor is a sales charge assessed on shares acquired through reinvestment
  of dividends or capital gains distributions.

- - To keep your CDSC as low as possible, the Fund first will redeem any shares in
  your account that carry no CDSC, starting with Class A Shares. After that, the
  Fund will redeem the shares you have held for the longest time and thus have
  the lowest CDSC.

<PAGE>

36

12B-1 FEES

12b-1 fees are paid by The One Group to The One Group Services Company as
compensation for its services and expenses. The One Group Services Company in
turn pays all or part of the 12b-1 fee to Shareholder Servicing Agents that sell
shares of The One Group.

- - The 12b-1 fees vary by share class as follows:

   1. Class A shares pay a 12b-1 fee of .35% of the average daily net assets of
      the Fund, which is currently being waived to .25%.

   2. Class B and Class C shares pay a 12b-1 fee of 1.00% of the average daily
      net assets of the Fund. This will cause expenses for Class B and Class C
      shares to be higher and dividends to be lower than for Class A shares.

   3. There are no 12b-1 fees for Fiduciary Class shares.

- - 12b-1 fees, together with the CDSC, help The One Group Services Company sell
  Class B and Class C shares without an "up-front" sales charge by defraying the
  costs of advancing brokerage commissions and other expenses paid to
  Shareholder Servicing Agents.

- - The One Group Services Company may use up to .25% of the fees for shareholder
  servicing and up to .75% for distribution. During the last fiscal year, The
  One Group Services Company received 12b-1 fees totaling .25% and 1.00% of the
  average daily net assets of Class A and Class B shares, respectively.

- - The One Group Services Company may pay 12b-1 fees to its affiliates and to
  Banc One Investment Advisors and its affiliates (or any sub-advisor) for
  brokerage and other agency transactions.

SALES CHARGE
REDUCTIONS
AND WAIVERS
- ----------------------------------------------------

REDUCING YOUR CLASS A SALES CHARGES

There are several ways you can reduce the sales charges you pay on Class A
shares:

1. Right of Accumulation: You may add the market value of any Class A, Class B
   or Class C shares of a Fund (except a money market fund) that you (and your
   spouse and minor children) already own to the amount of your next Class A
   purchase for purposes of calculating the sales charge. An Intermediary also
   may take advantage of this option.

2. Letter of Intent: With an initial investment of $2,000, you may purchase
   Class A shares of one or more funds over the next 13 months and pay the same
   sales charge that you would have paid if all shares were purchased at once. A
   percentage of your investment will be held in escrow until the full amount
   covered by the Letter of Intent has been invested.

To take advantage of the accumulation privilege or letter of intent, complete
the appropriate section of your fund application, or contact your investment
representative. To determine if you are eligible for the accumulation privilege,
contact The One Group Services Company at 1-800-480-4111. These programs may be
terminated or amended at any time.

WAIVER OF THE CLASS A SALES CHARGE

No sales charge is imposed on Class A shares of the Funds if the shares were:

1. Bought with the reinvestment of dividends and capital gains distributions.

2. Acquired in exchange for other Fund shares if a comparable sales charge has
   been paid for the exchanged shares.

3. Bought by officers, directors or trustees, retirees and employees (and their
   spouses and immediate family members) of:

   - The One Group.

   - BANC ONE CORPORATION and its subsidiaries and affiliates.

   - The One Group Services Company and its subsidiaries and affiliates.

   - State Street Bank and Trust Company and its subsidiaries and affiliates.

   - Broker/dealers who have entered into dealer agreements with The One Group
     and their subsidiaries and affiliates.

   - An investment sub-advisor of a fund of The One Group and such sub-advisor's
     subsidiaries and affiliates.

4. Bought by:

   - Affiliates of BANC ONE CORPORATION and certain accounts (other than IRA
     Accounts) for which an Intermediary acts in a fiduciary, advisory, agency,
     custodial or similar capacity.

   - 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 One Group
     Services Company.

   - Retirement and deferred compensation plans and trusts used to fund those
     plans, including, but not limited to, those defined in sections 401(a),
     403(b) or 457 of the Internal Revenue Code and "rabbi trusts."

<PAGE>

                                                                              37


   - Shareholder Servicing Agents who have a dealer arrangement with The One
     Group Services Company, 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 Shareholder Servicing
     Agents who place trades for their own accounts if the accounts are linked
     to the master account of such Shareholder Servicing Agent.


5. Bought with proceeds from the sale of Fiduciary Class shares of a Fund of The
   One Group or acquired in an exchange of Fiduciary Class shares of a Fund for
   Class A shares of the same Fund, but only if the purchase is made within 60
   days of the sale or distribution.

6. Bought with proceeds from the sale of shares of a mutual fund (other than a
   fund of The One Group) for which a sales charge was paid, but only if the
   purchase is made within 60 days of the sale or distribution.

7. Bought in an IRA with the proceeds of a distribution from an employee benefit
   plan, but only if the purchase is made within 60 days of the sale or
   distribution and, at the time of the distribution, the employee benefit plan
   had plan assets invested in a Fund of The One Group.

8. Bought with assets of The One Group.

9. Bought in connection with plans of reorganizations of a Fund, such as
   mergers, asset acquisitions and exchange offers to which a Fund is a party.

The waivers described in (5), (6) and (7) above will not continue indefinitely
and may be discontinued at any time without notice.

WAIVER OF THE CLASS B SALES CHARGE

No sales charge is imposed on redemptions of Class B shares of the Funds:

1. Provided that you withdraw no more than 10% of the account value annually.

2. If you buy the shares in connection with certain retirement plans, such as
   401(k) and similar qualified plans.

3. If you are a participant or beneficiary of certain retirement plans and you
   die or become disabled (as defined in the Tax Code), but only if the
   redemption is made within one year of such death or disability.

4. That represent a minimum required distribution from an IRA Account or other
   qualifying retirement plan, but only if you are at least age 70 1/2.

5. Bought in connection with plans of reorganizations of a Fund, such as
   mergers, asset acquisitions and exchange offers to which a Fund is a party.

6. Acquired in exchange for Class B shares of other Funds of The One Group.

WAIVER OF THE CLASS C SALES CHARGE

No sales charge is imposed on redemptions of Class C shares of the Funds:

1. Provided that you withdraw no more than 10% of the account value annually.

2. If you buy the shares in connection with certain retirement plans, such as
   401(k) and similar qualified plans.

3. If you are a participant or beneficiary of certain retirement plans and you
   die or become disabled (as defined in the Tax Code), but only if the
   redemption is made within one year of such death or disability.

4. That represent a minimum required distribution from an IRA Account or other
   qualifying retirement plan, but only if you are at least age 70 1/2.

5. Bought in connection with plans of reorganizations of a Fund, such as
   mergers, asset acquisitions and exchange offers to which a Fund is a party.

6. Acquired in exchange for Class C shares of other Funds of The One Group.

To take advantage of any of these sales charge waivers, you must qualify for
such waiver in advance. To see if you qualify, contact The One Group Services
Company at 1-800-480-4111 or your Shareholder Servicing Agent.

EXCHANGING
FUND SHARES
- ----------------------------------------------------

WHAT ARE MY EXCHANGE PRIVILEGES?

You may make the following exchanges:

- - Fiduciary Class shares of a Fund may be exchanged for Class A shares of that
  Fund or for Class A or Fiduciary Class shares of another Fund of The One
  Group.

- - Class A shares of a Fund may be exchanged for Fiduciary Class shares of that
  Fund or for Class A or Fiduciary Class shares of another Fund of The One
  Group, but only if you are eligible to purchase those shares.

- - Class B shares of a Fund may be exchanged for Class B shares of another Fund
  of The One Group.

- - Class C shares of a Fund may be exchanged for Class C shares of another Fund
  of The One Group.

<PAGE>

38

The One Group does not charge a fee for this privilege. In addition, The One
Group may change the terms and conditions of your exchange privileges upon 60
days written notice.

WHEN ARE EXCHANGES PROCESSED?

Exchanges are processed the same business day they are received, provided:

- - State Street Bank and Trust Company receives the request by 4:00 p.m., EST.

- - You have provided The One Group with all of the information necessary to
  process the exchange.

- - You have received a current prospectus of the Fund or Funds in which you wish
  to invest.

- - You have contacted your Shareholder Servicing Agent, if necessary.

DO I PAY A SALES CHARGE ON AN EXCHANGE?

Generally, you will not pay a sales charge on an exchange. However:

- - You will pay a sales charge if you own Fiduciary Class shares of a Fund and
  you want to exchange those shares for Class A shares, unless you qualify for a
  sales charge waiver (see above).

- - You will pay a sales charge if you bought Class A shares of a Fund:

   1. That does not charge a sales charge and you want to exchange them for
      shares of a Fund that does, in which case you would pay the sales charge
      applicable to the Fund into which you are exchanging.

   2.That charged a lower sales charge than the Fund into which you are
     exchanging, in which case you would pay the difference between that Fund's
     sales charge and all other sales charges you have already paid.

- - If you exchange Class B or Class C shares of a Fund, you will not pay a sales
  charge at the time of the exchange, however:

   1. Your new Class B or Class C shares will be subject to the higher CDSC of
      either the Fund from which you exchanged, the Fund into which you
      exchanged, or any Fund from which you previously exchanged.

   2. The current holding period for your exchanged Class B or Class C shares is
      carried over to your new shares.

ARE EXCHANGES TAXABLE?

Generally:

- - An exchange between classes of shares of the same Fund is not taxable.

- - An exchange between Funds is considered a sale and generally results in a
  capital gain or loss for Federal income tax purposes.

- - You should talk to your tax advisor before making an exchange.

ARE THERE LIMITS ON EXCHANGES?

Yes. The exchange privilege is not intended as a way for you to speculate on
short term movements in the market. Therefore:

- - To prevent disruptions in the management of the Funds, The One Group limits
  excessive exchange activity.

- - Exchange activity is excessive if it EXCEEDS TWO SUBSTANTIVE EXCHANGE
  REDEMPTIONS (WITHIN 30 DAYS OF EACH OTHER) WITHIN A TWELVE MONTH PERIOD.


- - In addition, The One Group reserves the right to reject any exchange request
  (even those that are not excessive) if the Fund reasonably believes that the
  exchange will result in excessive transaction costs or otherwise adversely
  affect other shareholders.


REDEEMING
FUND SHARES
- ----------------------------------------------------

WHEN CAN I REDEEM SHARES?

You may redeem all or some of your shares on any day that the Funds are open for
business.

- - Redemption requests received by The One Group Services Company before 4:00
  p.m. EST will be effective that day.

HOW DO I REDEEM SHARES?

- - Unless you have selected the telephone option on your Account Application
  Form, you must send a written redemption request to your Shareholder Servicing
  Agent, if applicable, or to State Street Bank and Trust Company at the
  following address:

  The One Group
  c/o State Street Bank and Trust Company
  P.O. Box 8500
  Boston, MA 02266-8500

- - All requests for redemptions from IRA accounts must be in writing.

- - You may request redemption forms by calling The One Group Services Company at
  1-800-480-4111.

- - State Street Bank and Trust Company may require that the signature on your
  redemption request be guaranteed by a commercial bank, a member of a domestic
  stock exchange, or a member of the Securities Transfer Association

<PAGE>

                                                                              39

  Medallion Program or the Stock Exchange Medallion Program, unless:

   1. the redemption is for $50,000 worth of shares or less;

   2. the redemption is payable to the shareholder of record; and

   3.the redemption check is mailed to the shareholder at the record address.

- - On the Account Application Form you may elect to have the redemption proceeds
  mailed or wired to:


   1. a designated commercial bank; or


   2.State Street Bank and Trust Company or your Shareholder Servicing Agent.


- - State Street Bank and Trust Company may charge you a wire redemption fee. The
  current charge is $7.00.


- - Your redemption proceeds will be paid within seven days after receipt of the
  redemption request.

WHAT WILL MY SHARES BE WORTH?

- - If you own Class A and Fiduciary Class shares and the Fund receives your
  redemption request by 4:00 p.m. EST, you will receive that day's NAV.

- - If you own Class B or Class C shares and the Fund receives your redemption
  request by 4:00 p.m. EST, you will receive that day's NAV, minus the amount of
  any applicable CDSC.

CAN I REDEEM BY TELEPHONE?

Yes, if you selected this option on your Account Application Form.

- - Call your Shareholder Servicing Agent or State Street Bank and Trust Company
  at 1-800-480-4111 to relay your redemption request.

- - Your redemption proceeds will be mailed or wired to the commercial bank
  account you designated on your Account Application Form.

- - State Street Bank and Trust Company may charge you a wire redemption fee. The
  current charge is $7.00.

- - The One Group uses reasonable procedures to confirm that instructions given by
  telephone are genuine. These procedures include recording telephone
  instructions and asking for personal identification. If these procedures are
  followed, The One Group will not be responsible for any loss, liability, cost
  or expense of acting upon unauthorized or fraudulent instructions; you bear
  the risk of loss.

- - REDEMPTIONS FROM YOUR IRA ACCOUNT MAY NOT BE MADE BY TELEPHONE.

CAN I REDEEM ON A SYSTEMATIC BASIS?

If you have an account value of at least $10,000, you may elect to receive
monthly, quarterly or annual payments of not less than $100 each.

- - Select the "Systematic Withdrawal Plan" option on the Account Application
  Form.

- - Specify the amount you wish to receive and the frequency of the payments.

- - You may designate a person other than yourself as the payee.

- - There is no charge for this service.

- - If you select this option, please keep in mind that:

   1. It may not be in your best interest to buy additional Class A shares while
      participating in a Systematic Withdrawal Plan. This is because Class A
      shares have an up-front sales charge.

   2. If you own Class B or Class C shares, you or your designated payee may
      receive systematic payments provided the payments are limited to no more
      than 10% of your account value annually, measured from the date the
      redemption request is received.

   3. If you are age 70 1/2, you may elect to receive payments to the extent
      that the payment represents a minimum required distribution from an IRA or
      other qualifying retirement plan.

   4. If the amount of the systematic payment exceeds the income earned by your
      account since the previous payment under the Systematic Withdrawal Plan,
      payments will be made by redeeming some of your shares. This will reduce
      the amount of your investment.

ADDITIONAL INFORMATION REGARDING REDEMPTIONS

- - All redemptions will be for cash.

- - If you redeem shares for which you paid by check, and The One Group has not
  yet received payment on the check, The One Group will delay forwarding your
  redemption proceeds for 10 or more days until payment has been collected from
  your bank.

- - Because of the high cost of handling small investments, The One Group will
  automatically redeem shares in accounts which, because of shareholder
  redemptions, have values of less than $1,000. No sales charges will be
  assessed and you will be given 60 days to make additional investments in the
  Fund to increase the value of your account to at least $1,000.

- - The One Group may suspend your ability to redeem, or will redeem your shares
  involuntarily, when it seems appropriate to do so in light of its
  responsibilities under the Federal securities laws. The Statement of
  Additional Information offers more details about this process.

<PAGE>

                            SHAREHOLDER INFORMATION

40

VOTING RIGHTS
- ----------------------------------------------------

The Funds do not hold annual shareholder meetings, but may hold special
meetings. The special meetings are held, for example, to elect or remove
Trustees, change a Fund's fundamental investment objective, or approve an
investment advisory contract.

As a Fund shareholder, you have one vote for each share that you own. Each Fund,
and each class of shares within each Fund, vote separately on matters relating
solely to that Fund or class, or which affect that Fund or class differently.
However, all shareholders will have equal voting rights on matters that affect
all shareholders equally.

BANC ONE CORPORATION (100 East Broad Street, Columbus, Ohio, 43271), through its
affiliates, may be deemed for purposes of the Investment Company Act of 1940, to
control the Funds. This is because as of August 5, 1997, BANC ONE CORPORATION or
its affiliates possessed the power to vote substantially all of the Fiduciary
Class shares of the Funds.

DIVIDEND POLICIES
- ----------------------------------------------------

DIVIDENDS

The Funds generally declare dividends on the last business day of each month.
Dividends are distributed on the first business day of the next month. Capital
gains, if any, for all Funds are distributed at least annually.

The Funds pay dividends and distributions on a per-share basis. This means that
the value of your shares will be reduced by the amount of the payment. If you
purchase shares shortly before the record date for a dividend or the
distribution of capital gains, you will pay the full price for the shares and
receive some portion of the price back as a taxable dividend or distribution.

Dividends payable on Fiduciary Class shares will be more than those payable on
other classes of shares. This is because Class A, Class B and Class C shares
have higher distribution expenses.

DIVIDEND REINVESTMENT

You automatically will receive all income dividends and capital gain
distributions in additional shares of the same Fund and class, unless you have
elected to take such payment in cash. The price of the shares is the NAV
determined immediately following the dividend record date. Reinvested dividends
and distributions receive the same tax treatment as dividends and distributions
paid in cash.

If you want to change the way in which you receive dividends and distributions,
you must write to State Street Bank & Trust Company at P.O. Box 8500, Boston, MA
02266-8500, at least 15 days prior to the distribution. The change is effective
upon receipt by State Street.

SPECIAL DIVIDEND RULES FOR CLASS B SHARES

Class B shares received as dividends and capital gains distributions will be
accounted for separately. Each time any Class B shares (other than those in the
sub-account) convert to Class A shares, a percentage of the Class B shares in
the sub-account will also convert to Class A shares. (See "Conversion Feature.")

TAX TREATMENT
OF THE FUNDS
- ----------------------------------------------------

TAX STATUS OF THE FUND

Each Fund intends to qualify as a "regulated investment company" for Federal
income tax purposes. If the Funds qualify, as they have in the past, they will
pay no federal income tax on the earnings they distribute to shareholders.

TAX TREATMENT
OF SHAREHOLDERS
- ----------------------------------------------------

TAXATION OF SHAREHOLDER TRANSACTIONS

A sale, exchange, or redemption of Fund shares generally will produce either a
taxable gain or a loss. You are responsible for any tax liabilities generated by
your transactions.

TAXATION OF DISTRIBUTIONS

Each Fund will distribute substantially all of its net investment income
(including net short-term capital gains) on at least an annual basis. Dividends
you receive from a Fund, whether reinvested or received in cash, will be taxable
to you. Dividends from a Fund's net investment income will be taxable as
ordinary income and dividends from a Fund's long-term capital gains will be
taxable to you as such, regardless of how long you have held the shares.

Dividends paid in January, but declared in October, November or December of the
previous year, will be considered to have been paid the previous December.

<PAGE>

                                                                              41

TAXATION OF RETIREMENT PLANS

Distributions by the Funds to qualified retirement plans will not be taxable.
However, if shares are held by a plan that ceases to qualify for tax-exempt
treatment or by an individual who has received shares as a distribution from a
retirement plan, the distributions will be taxable to the plan or individual as
described in "Taxation of Distributions." If you are considering purchasing
shares with qualified retirement plan assets, you should consult your tax
advisor for a more complete explanation of the Federal, state, local and (if
applicable) foreign tax consequences of making such an investment.

TAX INFORMATION

The Form 1099 that is mailed to you every January details your dividends and
their federal tax category. Even though the Funds provide you with this
information, you are responsible for verifying your tax liability with your tax
professional. For additional tax information see the Statement of Additional
Information. Please note that this tax discussion is general in nature; no
attempt has been made to present a complete explanation of the Federal, state,
local or foreign tax treatment of the Funds or their shareholders.

SHAREHOLDER INQUIRIES
- ----------------------------------------------------

If you have any questions or need additional information, please write The One
Group Services Company at 3435 Stelzer Road, Columbus, OH 43219 or call
1-800-480-4111.

   REPORTING

   In March and September you will receive a financial report from The One
   Group. In addition, The One Group will periodically send you proxy
   statements and other reports.

<PAGE>

                    ORGANIZATION AND MANAGEMENT OF THE FUNDS

42

THE FUNDS
Each Fund is a series of The One Group, an open-end management investment
company. The One Group currently consists of 40 separate Funds. Ten of the Funds
are described in this prospectus; the other Funds are described in separate
prospectuses. Each Fund described in this prospectus is diversified. Each Fund
is supervised by the Board of Trustees.

THE BOARD OF TRUSTEES

The Trustees oversee the management and administration of the Funds. The
Trustees are responsible for making major decisions about each Fund's investment
objectives and policies, but delegate the day-to-day administration of the Funds
to the officers of The One Group.

THE ADVISOR

Banc One Investment Advisors makes the day-to-day investment decisions for the
Funds and continuously reviews, supervises and administers the Funds' investment
programs. Banc One Investment Advisors has served as investment advisor to The
One Group since 1993. Prior to that time, The One Group was advised by
affiliates of Banc One Investment Advisors. In addition to The One Group, Banc
One Investment Advisors serves as investment advisor to other mutual funds and
individual, corporate, charitable and retirement accounts. As of June 30, 1997,
Banc One Investment Advisors, an indirect, wholly-owned subsidiary of BANC ONE
CORPORATION, managed over $47 billion in assets.

For the fiscal year ended June 30, 1997, the Funds paid advisory fees at the
following rates:

<TABLE>
<CAPTION>
                       FUND NAME                          ANNUAL RATE AS PERCENTAGE
                                                         OF AVERAGE DAILY NET ASSETS
<S>        <C>                                           <C>
           The One Group(R) Asset Allocation 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) International Equity
           Index Fund                                                .55%
           The One Group(R) Disciplined Value Fund                   .74%
           The One Group(R) Equity Index Fund                        .10%
           The One Group(R) Income Equity Fund                       .74%
           The One Group(R) Value Growth Fund                        .74%
           The One Group(R) Small Capitalization
           Fund                                                      .74%
</TABLE>

THE SUB-ADVISOR

Independence International Associates, Inc. ("Independence International"), 75
State Street, Boston, Massachusetts, 02109, is the sub-advisor to the
International Equity Index Fund. Independence International specializes in the
management of international equity portfolios. Independence International is an
indirect subsidiary of John Hancock Mutual Life Insurance Company. As of June
30, 1997, Independence International had approximately $26.8 billion in assets
under management.

For the fiscal year ended June 30, 1997, Banc One Investment Advisors paid
Independence International sub-investment advisory fees at the following rates:

<TABLE>
<CAPTION>
                      FUND ASSETS                         ANNUAL RATE AS PERCENTAGE
                                                         OF AVERAGE DAILY NET ASSETS
<S>        <C>                                           <C>
           Up to $10 million                                         .275%
           Over $10,000,000 up to $25,000,000                        .225%
           Over $25,000,000 up to $50,000,000                        .195%
           Over $50,000,000 up to $100,000,000                       .125%
           Over $100,000,000                                         .060%
</TABLE>
<PAGE>

                                                                              43

THE DISTRIBUTOR

The One Group Services Company, 3435 Stelzer Road, Columbus, Ohio 43219, a
wholly-owned subsidiary of The BISYS Group, Inc., markets the Funds and
distributes shares through selling brokers, financial institutions, investment
advisors, and other financial representatives.

THE ADMINISTRATOR AND SUB-ADMINISTRATOR

The One Group Services Company also serves as the Funds' administrator. The One
Group Services Company is responsible for responding to shareholder inquiries
and requests for information, as well as providing regulatory compliance and
reporting. For these services, The One Group Services Company receives a fee
based on the total assets of The One Group. For the first $1.5 billion in One
Group assets, The One Group Services Company receives an annual fee of .20% of
each Fund's average daily net assets. The annual rate declines to .18% on assets
up to $2 billion, and to .16% when assets exceed $2 billion. The fee is
calculated daily and paid monthly. Some Funds are not included in the
calculations. Banc One Investment Advisors, the Sub-Administrator, provides
office space, equipment, and facilities, as well as legal and regulatory
support.

THE TRANSFER AGENT, CUSTODIAN AND SUB-CUSTODIAN

State Street Bank and Trust Company, P.O. Box 8500, Boston, MA 02266-8500, or
your Shareholder Servicing Agent, if appropriate, handles shareholder
recordkeeping and statementing, distributes dividends, and processes buy and
sell requests. As the Funds' custodian, State Street holds the Funds' assets,
settles all portfolio trades and assists in calculating the Funds' net asset
values. Bank One Trust Company, N.A. serves as sub-custodian in connection with
the Funds' securities lending activities under an agreement with State Street
Bank and Trust Company. Bank One Trust Company, N.A. is paid a fee by the Funds
for this service.

<PAGE>

           DETAILS ABOUT THE FUNDS' INVESTMENT PRACTICES AND POLICIES

44

INVESTMENT PRACTICES

The Funds invest in a variety of securities and employ a number of investment
techniques. Each security and technique involves certain risks. What follows is
a list of the securities and techniques utilized by the Funds, as well as the
risks inherent in their use. Equity securities are subject mainly to market
risk. Fixed income securities are primarily influenced by market, credit and
prepayment risks, although certain securities may be subject to additional
risks. For a more complete discussion, see the Statement of Additional
Information. Following the table is a more complete discussion of risk.

<TABLE>
<CAPTION>
                            FUND NAME                            FUND CODE
<S>           <C>                                                <C>
              The One Group(R) Asset Allocation Fund                  1
              The One Group(R) Large Company Growth Fund              2
              The One Group(R) Large Company Value Fund               3
              The One Group(R) Growth Opportunities Fund              4
              The One Group(R) Disciplined Value Fund                 5
              The One Group(R) Income Equity Fund                     6
              The One Group(R) Value Growth Fund                      7
              The One Group(R) Small Capitalization Fund              8
              The One Group(R) International Equity Index
              Fund                                                    9
              The One Group(R) Equity Index Fund                     10
</TABLE>

<TABLE>
<CAPTION>
INSTRUMENT                                                            FUND CODE            RISK TYPE
<S>                                                                   <C>             <C>
U.S. TREASURY OBLIGATIONS: Bills, notes, bonds, STRIPS, and              1-10               Market
CUBES.

TREASURY RECEIPTS: TRS, TIGRS, and CATS.                                 1-10               Market

U.S. GOVERNMENT AGENCY SECURITIES: Securities issued by agencies         1-10               Market
and instrumentalities of the U.S. Government. These include                                 Credit
Ginnie Mae, Fannie Mae, and Freddie Mac.

CERTIFICATES OF DEPOSIT: Negotiable instruments with a stated            1-10               Market
maturity.                                                                                   Credit
                                                                                           Liquidity

TIME DEPOSITS: Non-negotiable receipts issued by a bank in               1-10              Liquidity
exchange for the deposit of funds.                                                          Credit
                                                                                            Market

COMMON STOCK: Shares of ownership of a company.                          1-10               Market
REPURCHASE AGREEMENTS: The purchase of a security and the                1-10               Credit
simultaneous commitment to return the security to the seller at                             Market
an agreed upon price on an agreed upon date. This is treated as                            Liquidity
a loan.

REVERSE REPURCHASE AGREEMENT: The sale of a security and the             1-10               Market
simultaneous commitment to buy the security back at an agreed                              Leverage
upon price on an agreed upon date. This is treated as a
borrowing by a Fund.

SECURITIES LENDING: The lending of up to 33% of the securities           1-10               Credit
owned by a Fund. In return the Fund will receive cash and/or                                Market
other securities as collateral.                                                            Leverage

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS: Purchase or              1-10               Market
contract to purchase securities at a fixed price for delivery at                           Leverage
a future date.                                                                             Liquidity

INVESTMENT COMPANY SECURITIES: Shares of other mutual funds,             1-10               Market
including money market funds of The One Group and shares of
other investment companies for which Banc One Investment
Advisors serves as investment advisor or administrator. Banc One
Investment Advisors will waive certain fees when investing in
funds for which it serves as investment advisor.

CONVERTIBLE SECURITIES: Bonds or preferred stock that convert to         1-10               Market
common stock.                                                                               Credit
</TABLE>

<PAGE>
                                                                             45
<TABLE>
<CAPTION>
INSTRUMENT                                                            FUND CODE            RISK TYPE
<S>                                                                   <C>             <C>

CALL AND PUT OPTIONS: A call option gives the buyer the right to         1-10             Management
buy, and obligates the seller of the option to sell, a security                            Liquidity
at a specified price. A put option gives the buyer the right to                             Credit
sell, and obligates the seller of the option to buy, a security                             Market
at a specified price. The Funds will sell only covered call and                            Leverage
secured put options.

FUTURES AND RELATED OPTIONS: A contract providing for the future         1-10             Management
sale and purchase of a specified amount of a specified security,                            Market
class of securities, or an index at a specified time in the                                 Credit
future and at a specified price.                                                           Liquidity
                                                                                           Leverage

REAL ESTATE INVESTMENT TRUSTS ("REITS"): Pooled investment               1-10              Liquidity
vehicles which invest primarily in income producing real estate                           Management
or real estate related loans or interest.                                                   Market
                                                                                          Regulatory
                                                                                              Tax
                                                                                          Pre-payment

BANKERS' ACCEPTANCES: Bills of exchange or time drafts drawn on        1-8, 10              Credit
and accepted by a commercial bank. Maturities are generally six                            Liquidity
months or less.                                                                             Market

COMMERCIAL PAPER: Secured and unsecured short-term promissory          1-8, 10              Credit
notes issued by corporations and other entities. Maturities                                Liquidity
generally vary from a few days to nine months.                                              Market

FOREIGN SECURITIES: Stocks issued by foreign companies, as well          1-9                Market
as commercial paper of foreign issuers and obligations of                                  Political
foreign banks, overseas branches of U.S. banks and supranational                           Liquidity
entities. Includes American Depository Receipts.                                      Foreign Investment

RESTRICTED SECURITIES: Securities not registered under the             1-8, 10             Liquidity
Securities Act of 1933, such as privately placed commercial                                 Market
paper and Rule 144A securities.


VARIABLE AND FLOATING RATE INSTRUMENTS: Obligations with                 1-8                Credit
interest rates which are reset daily, weekly, quarterly or some                            Liquidity
other period and which may be payable to the Fund on demand.                                Market


WARRANTS: Securities, typically issued with preferred stock or         1-3, 7-9             Market
bonds, that give the holder the right to buy a proportionate                                Credit
amount of common stock at a specified price.

PREFERRED STOCK: A class of stock that generally pays a dividend         1-10               Market
at a specified rate and has preference over common stock in the
payment of dividends and in liquidation.

MORTGAGE-BACKED SECURITIES: Debt obligations secured by real              1               Pre-payment
estate loans and pools of loans. These include collateralized                               Market
mortgage obligations ("CMOs"), Real Estate Mortgage Investment                              Credit
Conduits ("REMICs") and Stripped Mortgage-Backed Securities                               Regulatory
("SMBS").

CORPORATE DEBT SECURITIES: Corporate bonds and non-convertible            1                 Market
debt securities.                                                                            Credit

DEMAND FEATURES: Securities that are subject to puts and standby          1                 Market
commitments to purchase the securities at a fixed price (usually                           Liquidity
with accrued interest) within a fixed period of time following                            Management
demand by a Fund.

ASSET-BACKED SECURITIES: Securities secured by company                    1               Pre-payment
receivables, home equity loans, truck and auto loans, leases,                               Market
credit card receivables and other securities backed by other                                Credit
types of receivables or other assets.

MORTGAGE DOLLAR ROLLS: A transaction in which a Fund sells                1               Pre-payment
securities for delivery in a current month and simultaneously                               Market
contracts with the same party to repurchase similar but not                               Regulatory
identical securities on a specified future date.

ADJUSTABLE RATE MORTGAGE LOANS ("ARMS"): Loans in a mortgage              1               Pre-payment
pool which provide for a fixed initial mortgage interest rate                               Market
for a specified period of time, after which the rate may be                                 Credit
subject to periodic adjustments.                                                          Regulatory

SWAPS, CAPS AND FLOORS: A Fund may enter into these transactions         1-10             Management
to manage its exposure to changing interest rates and other                                 Credit
factors. Swaps involve an exchange of obligations by two                                   Liquidity
parties. Caps and floors entitle a purchaser to a principal                                 Market
amount from the seller of the cap or floor to the extent that a
specified index exceeds or falls below a predetermined interest
rate or amount.
</TABLE>

<PAGE>
46


<TABLE>
<CAPTION>
INSTRUMENT                                                            FUND CODE            RISK TYPE
<S>                                                                   <C>             <C>

NEW FINANCIAL PRODUCTS: New options and futures contracts and            1-10             Management
other financial products, continue to be developed and the Funds                            Credit
may invest in such options, contracts and products.                                         Market
                                                                                           Liquidity

STRUCTURED INSTRUMENTS: Debt securities issued by agencies and            1                 Market
instrumentalities of the U.S. government, banks, municipalities,                           Liquidity
corporations and other businesses whose interest and/or                                   Management
principal payments are indexed to foreign currency exchange                                 Credit
rates, interest rates, or one or more other references indices.                       Foreign Investment

MUNICIPAL SECURITIES: Securities issued by a state or political           1                 Market
subdivision to obtain funds for various public purposes.                                    Credit
Municipal securities include private activity bonds and                                    Political
industrial development bonds, as well as General Obligation                                   Tax
Notes, Tax Anticipation Notes, Bond Anticipation Notes, Revenue
Anticipation Notes, Project Notes, other short-term tax-exempt
obligations, municipal leases, and obligations of municipal
housing authorities and single family revenue bonds.

OBLIGATIONS OF SUPRANATIONAL AGENCIES: Obligations of                     9                 Credit
supranational agencies who are chartered to promote economic                          Foreign Investment
development and are supported by various governments and
governmental agencies.

CURRENCY FUTURES AND RELATED OPTIONS: The Fund may engage in              9               Management
transactions in financial futures and related options, which are                           Liquidity
generally described above. The Fund will enter into these                                   Credit
transactions in foreign currencies and for hedging purposes                                 Market
only.                                                                                      Political
                                                                                           Leverage
                                                                                      Foreign Investment

FORWARD FOREIGN EXCHANGE TRANSACTIONS: Contractual agreement to           9               Management
purchase or sell one specified currency for another currency at                            Liquidity
a specified future date and price. The Fund will enter into                                 Credit
forward foreign exchange transactions for hedging purposes only.                            Market
                                                                                           Political
                                                                                           Leverage
                                                                                      Foreign Investment
</TABLE>

<PAGE>

                                                                              47

INVESTMENT RISKS
- ----------------------------------------------------

Below is a more complete discussion of the types of risks inherent in the
securities and investment techniques listed above. Because of these risks, the
value of the securities held by the Funds may fluctuate, as will the value of
your investment in the Funds. Certain investments are more susceptible to these
risk than others.

- - CREDIT RISK. The risk that the issuer of a security, or the counterparty to a
  contract, will default or otherwise become unable to honor a financial
  obligation. Credit risk is generally higher for non-investment grade
  securities. The price of a security can be adversely affected prior to actual
  default as its credit status deteriorates and the probability of default
  rises.


- - LEVERAGE RISK. The risk associated with securities or practices that multiply
  small index or market movements into large changes in value. Leverage is often
  associated with investments in derivatives, but also may be embedded directly
  in the characteristics of other securities.


   - HEDGED. When a derivative (a security whose value is based on another
     security or index) is used as a hedge against an opposite position that the
     fund also holds, any loss generated by the derivative should be
     substantially offset by gains on the hedged investment, and vice versa.
     While hedging can reduce or eliminate losses, it can also reduce or
     eliminate gains. Hedges are sometimes subject to imperfect matching between
     the derivative and underlying security, and there can be no assurance that
     a Fund's hedging transactions will be effective.

   - SPECULATIVE. To the extent that a derivative is not used as a hedge, the
     fund is directly exposed to the risks of that derivative. Gains or losses
     from speculative positions in a derivative may be substantially greater
     than the derivative's original cost.

- - LIQUIDITY RISK. The risk that certain securities may be difficult or
  impossible to sell at the time and the price that would normally prevail in
  the market. The seller may have to lower the price, sell other securities
  instead or forego an investment opportunity, any of which could have a
  negative effect on fund management or performance. This includes the risk of
  missing out on an investment opportunity because the assets necessary to take
  advantage of it are tied up in less advantageous investments.

- - MANAGEMENT RISK. The risk that a strategy used by a fund's management may fail
  to produce the intended result. This includes the risk that changes in the
  value of a hedging instrument will not match those of the asset being hedged.
  Incomplete matching can result in unanticipated risks.

- - MARKET RISK. The risk that the market value of a security may move up and
  down, sometimes rapidly and unpredictably. These fluctuations may cause a
  security to be worth less than the price originally paid for it, or less than
  it was worth at an earlier time. Market risk may affect a single issuer,
  industry, sector of the economy or the market as a whole. There is also the
  risk that the current interest rate may not accurately reflect existing market
  rates. For fixed income securities, market risk is largely, but not
  exclusively, influenced by changes in interest rates. A rise in interest rates
  typically causes a fall in values, while a fall in rates typically causes a
  rise in values. Finally, key information about a security or market may be
  inaccurate or unavailable. This is particularly relevant to investments in
  foreign securities.

- - POLITICAL RISK. The risk of losses attributable to unfavorable governmental or
  political actions, seizure of foreign deposits, changes in tax or trade
  statutes, and governmental collapse and war.

- - FOREIGN INVESTMENT RISK. The risk associated with higher transaction costs,
  delayed settlements, currency controls and adverse economic developments. This
  also includes the risk that fluctuations in the exchange rates between the
  U.S. dollar and foreign currencies may negatively affect an investment.
  Adverse changes in exchange rates may erode or reverse any gains produced by
  foreign currency denominated investments and may widen any losses. Exchange
  rate volatility also my affect the ability of an issuer to repay U.S. dollar
  denominated debt, thereby increasing credit risk.

- - PRE-PAYMENT RISK. The risk that the principal repayment of a security will
  occur at an unexpected time, especially that the repayment of a mortgage or
  asset-backed security occurs either significantly sooner or later than
  expected. Changes in pre-payment rates can result in greater price and yield
  volatility. Pre-payments generally accelerate when interest rates decline.

<PAGE>

48

  When mortgage and other obligations are pre-paid, a Fund may have to reinvest
  in securities with a lower yield. Further, with early prepayment, a Fund may
  fail to recover any premium paid, resulting in an unexpected capital loss.

- - TAX RISK. The risk that the issuer of the securities will fail to comply with
  certain requirements of the Internal Revenue Code, which would cause adverse
  tax consequences.

- - REGULATORY RISK. The risk associated with Federal and state laws which may
  restrict the remedies that a mortgage lender has when a borrower defaults on
  mortgage loans. These laws include restrictions on foreclosures, redemption
  rights after foreclosure, Federal and state bankruptcy and debtor relief laws,
  restrictions on "due on sale" clauses, and state usury laws.

INVESTMENT POLICIES
- ----------------------------------------------------

Each Fund's investment objective and the investment policies summarized below
are fundamental. This means that they cannot be changed without the consent of a
majority of the outstanding shares of the Funds. The full text of the
fundamental policies can be found in the Statement of Additional Information.

Each Fund may not:

1. Purchase an issuer's securities if as a result more than 5% of its total
   assets would be invested in the securities of that issuer or the Fund would
   own more than 10% of the outstanding voting securities of that issuer. This
   does not include securities issued or guaranteed by the United States, its
   agencies or instrumentalities, and repurchase agreements involving these
   securities. This restriction applies with respect to 75% of a Fund's total
   assets.

2. Concentrate its investments in the securities of one or more issuers
   conducting their principal business in a particular industry or group of
   industries. This does not include obligations issued or guaranteed by the
   U.S. government or its agencies and instrumentalities and repurchase
   agreements involving such securities.

3. Make loans, except that a 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.

The One Group Equity Index Fund may not:

1. Invest more than 10% of its total assets in securities issued or guaranteed
   by the United States, its agencies or instrumentalities.

Additional investment policies can be found in the Statement of Additional
Information.

TEMPORARY DEFENSIVE POSITION

Sometimes Banc One Investment Advisors decides that the Funds should temporarily
be invested in cash and cash equivalents. Cash equivalents include:

- - Securities issued by the U.S. Government, its agencies and instrumentalities

- - Repurchase Agreements

- - Certificates of Deposit

- - Bankers' Acceptances

- - Commercial Paper (rated in one of the two highest rating categories)

- - Variable Rate Master Demand Notes

- - Bank Money Market Deposit Accounts

All of the Funds (other than the International Equity Index Fund and the Equity
Index Fund) may temporarily invest up to 100% of their total assets in cash and
cash equivalents. The Equity Index Fund may temporarily invest only 10% of its
total assets in cash and cash equivalents, while the International Equity Index
Fund may invest up to 20% of its total assets in debt securities issued or
guaranteed by foreign governments or any of their political subdivisions,
agencies or instrumentalities, or by supranational issuers rated in one of the
three highest rating categories.

While the Funds are engaged in a temporary defensive position, they will not be
pursuing their investment objectives. Therefore, the Funds will pursue a
temporary defensive position only when market conditions warrant.

PORTFOLIO TURNOVER

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 Funds and may result in additional tax consequences to you. The portfolio
turnover rate for each Fund for the fiscal year ended June 30, 1997 is shown on
the Financial Highlights.

<PAGE>

                                    APPENDIX

                                                                              49

DESCRIPTION OF RATINGS

The following is a summary of published ratings by major credit rating agencies.
Credit ratings evaluate only the safety of principal and interest payments, not
the market value risk of lower quality securities. Credit rating agencies may
fail to change credit ratings to reflect subsequent events on a timely basis.
Although Banc One Investment Advisors considers security ratings when making
investment decisions, it also performs its own investment analysis and does not
rely solely on the ratings assigned by credit agencies.

Unrated securities will be treated as non-investment grade securities unless
Banc One Investment Advisors 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 COMMERCIAL PAPER RATINGS

DUFF & PHELPS CREDIT RATING CO. ("DUFF")

    D-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
         obligations.

     D-1 Very high certainty of timely payment. Liquidity factors are excellent
         and supported by good fundamental protection factors. Risk factors are
         minor.

    D-1- High certainty of timely payment. Liquidity factors are strong and
         supported by good fundamental protection factors. Risk factors are very
         small.

STANDARD & POOR'S CORPORATION ("S&P")

     A-1 Highest category of commercial paper. Capacity to meet financial
         commitment is strong. Obligations designated with a plus sign (+)
         indicate that capacity to meet financial commitment is extremely
         strong.

     A-2 Issues somewhat more susceptible to adverse effects of changes in
         circumstances and economic conditions than obligations in higher rating
         categories. However, the capacity to meet financial commitments is
         satisfactory.

FITCH'S INVESTORS SERVICE, L.P. ("FITCH")

    F-1+ Exceptionally strong credit quality. Strongest degree of assurance for
         timely payment.

     F-1 Very strong credit quality. Assurance of timely payment is only
         slightly less in degree than issues rated F-1+.

     F-2 Good credit quality. Satisfactory degree of assurance for timely
         payment, but the margin of safety is not as good as for issues assigned
         F-1+ and F-1 ratings.

IBCA LIMITED ("IBCA")

      A1 Highest capacity for timely repayment. Those issues rated A1+ possess a
         particularly strong credit feature.

      A2 Satisfactory capacity for timely repayment although such capacity may
         be susceptible to adverse changes in business, economic or financial
         conditions.

MOODY'S INVESTORS SERVICE ("MOODY'S")

 PRIME-1 Superior ability for repayment.

 PRIME-2 Strong ability for repayment.

DESCRIPTION OF BANK RATINGS

MOODY'S

These ratings represent Moody's opinion of a bank's intrinsic safety and
soundness.

       A These banks possess exceptional intrinsic financial strength. Typically
         they will be major financial institutions with highly valuable and
         defensible business franchises, strong financial fundamentals, and a
         very attractive and stable operating environment.

       B These banks possess strong intrinsic financial strength. Typically,
         they will be important institutions with valuable and defensible
         business franchises, good financial fundamentals, and an attractive and
         stable operating environment.

       C These banks possess good intrinsic financial strength. Typically, they
         will be institutions with valuable and defensible business franchises.
         These banks will demonstrate either acceptable financial fundamentals
         within a stable operating environment, or better than average financial
         fundamentals within an unstable operating environment.

<PAGE>

50

S&P

S&P's credit rating is a current opinion of an obligor's overall financial
capacity (its creditworthiness) to pay its financial obligation.

    Aaa The highest rating assigned by S&P. The obligor's capacity to meet its
        financial commitment on the obligation is extremely strong.

     Aa The obligor's capacity to meet its financial commitments on the
        obligation is very strong.

       A The obligation is somewhat more susceptible to the adverse effects of
         changes in circumstances and economic conditions than obligations in
         higher rated categories. However, the obligor's capacity to meet its
         financial commitment on the obligation is still strong.

DESCRIPTION OF INSURANCE RATINGS

MOODY'S

These ratings represent Moody's opinions of the ability of insurance companies
to pay punctually senior policyholder claims and obligations.

    Aaa Insurance companies rated in this category offer exceptional financial
        security. While the financial strength of these companies is likely to
        change, such changes as can be visualized are most unlikely to impair
        their fundamentally strong position.

      Aa These insurance companies offer excellent financial security. Together
         with the Aaa group, they constitute what are generally known as high
         grade companies. They are rated lower than Aaa companies because
         long-term risks appear somewhat larger.

       A Insurance companies rated in this category offer good financial
         security. However, elements may be present which suggest a
         susceptibility to impairment sometime in the future.

S&P

S&P's credit rating is a current opinion of the creditworthiness of an obligor
with respect to a specific financial obligation, a specific class of financial
obligations, or a specific financial program.

    AAA This is the highest rating assigned by S&P. The obligor's capacity to
        meet its financial commitment on the obligation is extremely strong.

     AA The obligor's capacity to meet its financial commitments on the
        obligation is very strong.

       A An obligation rated A is somewhat more susceptible to the adverse
         effects of changes in circumstances and economic conditions than
         obligations in higher rated categories. However, the obligor's capacity
         to meet its financial commitment on the obligation is still strong.

DESCRIPTION OF CORPORATE/
MUNICIPAL BOND RATINGS

S&P

Investment Grade

    AAA The highest rating. The rating indicates an extremely strong capacity to
        meet its financial commitment.

     AA Differs from AAA issues only in a small degree. The obligor's capacity
        to meet its financial commitment is very strong.

       A These bonds are somewhat more susceptible to the adverse effects of
         changes in circumstances and economic conditions than debt in higher
         rated categories. However, capacity to meet its financial commitment on
         the obligation is still strong.

    BBB Exhibits adequate protection parameters. However, adverse economic
        conditions or changing circumstances are more likely to lead to a
        weakened capacity to meet its financial commitment on the obligation.

Speculative Grade

     BB Less vulnerable to non-payment than other speculative issues. However,
        these bonds face major ongoing uncertainties or exposure to adverse
        business, financial or economic conditions which could lead to
        inadequate capacity to meet financial commitment on the obligation.

       B More vulnerable to non-payment than obligations rated BB, but currently
         has the capacity to meet its financial commitment on the obligation.
         Adverse business, financial or economic conditions will likely impair
         capacity or willingness to meet its financial commitment on the
         obligation.

    CCC Currently vulnerable to non-payment, and is dependent upon favorable
        business, financial, and economic conditions to meet its financial
        commitment on the obligation. In the event of adverse busi-

<PAGE>

                                                                              51

        ness, financial, or economic conditions, they are not likely to have the
        capacity to meet its financial commitment on the obligation.

      CC Currently highly vulnerable to non-payment.

       C This rating may be used to cover a situation where a bankruptcy
         petition has been filed, or similar action has been taken, but payments
         on this obligation are being continued.

       D Bonds in payment default.

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

MOODY'S

Investment Grade

    Aaa 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 an exceptionally stable, margin and principal is secure.

      Aa High quality by all standards. Margins of protection may not be as
         large as in Aaa securities, fluctuation of protective elements may be
         greater, or there may be other elements present that make the long-term
         risks appear somewhat larger than in Aaa securities.

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

    Baa These bonds are considered 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.

Non-Investment Grade

      Ba These bonds have speculative elements; their future cannot be
         considered as well assured. The protection of interest and principal
         payments may be very moderate and thereby not well safeguarded during
         good and bad times over the future.

       B These bonds 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 any long period of time may be
         small).

     Caa Bonds in this category have poor standing and may be in default. These
         bonds carry an element of danger with respect to principal and interest
         payments.

      Ca Speculative to a high degree and could be in default or have other
         marked shortcomings. Ca is the lowest rating.

DESCRIPTION OF MUNICIPAL NOTE RATINGS


MOODY'S

MIG1 &   Short-term municipal securities rated MIG1 or VMIG1 are of the best
 VMIGX1  quality. They have strong protection from established cash flows,
         superior liquidity support or demonstrated broad-based access to the
         market for refinancing.

MIG2 &   These Short-term municipal securities are of high quality. Margins of
 VMIG2   protection are ample although not so large as in the preceding group.


MIG3 &   Favorable quality. All security elements are accounted for, but the
 VMIG3   undeniable strength of the preceding grades is lacking. Liquidity and
         cash flow protection may be narrow and marketing access for
         refinancing is likely to be less well established.







S&P

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.

    SP-1 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.

    SP-3 Speculative capacity to pay principal and interest.

DESCRIPTION OF PREFERRED STOCK RATINGS

MOODY'S

     aaa Top-quality preferred stock. This rating indicates good asset
         protection and the

<PAGE>

52

         least risk of dividend impairment within the universe of preferred
         stocks.

      aa High-grade preferred stock. This rating indicates that there is a
         reasonable assurance the earnings and asset protection will remain
         relatively well maintained in the foreseeable future.

       a Upper-medium grade preferred stock. While risks are judged to be
         somewhat greater than in the "aaa" and "aa" classification, earnings
         and asset protection are, nevertheless, expected to be maintained at
         adequate levels.

     baa Medium-grade preferred stock, neither highly protected nor poorly
         secured. Earnings and asset protection appear adequate at present but
         may be questionable over any great length of time.

S&P

S&P's preferred stock rating is an assessment of the capacity and willingness of
an issuer to pay preferred stock dividends and any applicable sinking fund
obligations.

    AAA Highest rating. This rating indicates an extremely strong capacity to
        pay the preferred stock obligations.

     AA High-quality, fixed-income security. The capacity to pay preferred stock
        obligations is very strong, although not as overwhelming as for issues
        rated "AAA."

       A Backed by a sound capacity to pay the preferred stock obligations,
         although it is somewhat more susceptible to the adverse effects of
         changes in circumstances and economic conditions.

    BBB Backed by an adequate capacity to pay the preferred stock obligations.
        Whereas the issuer normally exhibits adequate protection parameters,
        adverse economic conditions or changing circumstances are more likely to
        lead to a weakened capacity to make payments for a preferred stock in
        this category than for issues in the "A" category.

SHORT-TERM DEBT RATINGS

Thompson Bank Watch, Inc. ("TBW") assigns ratings to specific debt instruments
with original maturities of one year or less. The TBW Short-Term ratings
specifically assess the likelihood of an untimely payment of principal and
interest.

  TBW-1 Very high degree of likelihood that principal and interest will be paid
        on a timely basis.

  TBW-2 While degree of safety regarding timely repayment of principal and
        interest is strong, the relative degree is not as high as for issues
        rated TBW-1.

  TBW-3 Lowest investment grade category. While more susceptible to adverse
        developments than obligations with higher ratings, capacity to service
        principal and interest in a timely fashion is considered adequate.

  TBW-4 Non-investment grade and, therefore, speculative.

<PAGE>
Investment Advisor and Sub-Administrator
Banc One Investment Advisors Corporation
1111 Polaris Parkway
P.O. Box 710211
Columbus, OH 43271-0211

Sub-Advisor
Independence International Associates, Inc.
75 State Street
Boston, MA 02109

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

Administrator
The One Group 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



THE STATEMENT OF ADDITIONAL INFORMATION CONTAINS MORE DETAILED INFORMATION ABOUT
THE FUNDS. THE CURRENT STATEMENT OF ADDITIONAL INFORMATION HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION AND IS AVAILABLE WITHOUT CHARGE BY
CALLING 1-800-480-4111 OR BY WRITING TO THE ONE GROUP SERVICES COMPANY AT 3435
STELZER ROAD, COLUMBUS, OHIO 43219. THE STATEMENT OF ADDITIONAL INFORMATION IS
INCORPORATED INTO THIS PROSPECTUS BY REFERENCE. THE SEC MAINTAINS A WEB SITE
(WWW.SEC.COM) THAT CONTAINS THE STATEMENT OF ADDITIONAL INFORMATION, MATERIALS
INCORPORATED BY REFERENCE AND OTHER INFORMATION REGARDING THE ONE GROUP(R).


TOG-F-120
<PAGE>
                    THE ONE GROUP(R) FAMILY OF MUTUAL FUNDS

                               MUNICIPAL BOND FUNDS

                               COMBINED PROSPECTUS

                                NOVEMBER 1, 1997


                THE ONE GROUP(R) INTERMEDIATE TAX-FREE BOND FUND

                     THE ONE GROUP(R) MUNICIPAL INCOME FUND

                  THE ONE GROUP(R) ARIZONA MUNICIPAL BOND FUND

               THE ONE GROUP(R) WEST VIRGINIA MUNICIPAL BOND FUND

                 THE ONE GROUP(R) LOUISIANA MUNICIPAL BOND FUND

                    THE ONE GROUP(R) OHIO MUNICIPAL BOND FUND

                 THE ONE GROUP(R) KENTUCKY MUNICIPAL BOND FUND


   This prospectus describes seven mutual funds that attempt to produce income
      exempt from Federal and/or state income tax. The information in this
    prospectus is important. Please read it carefully before you invest, and
                               save it for future reference.

         PLEASE REMEMBER THAT SHARES OF THE FUNDS: oO ARE NOT DEPOSITS OR
 OBLIGATIONS OF, OR GUARANTEED BY BANC ONE CORPORATION OR ITS AFFILIATES; oO ARE
    NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
                 BY ANY FEDERAL OR STATE GOVERNMENTAL AGENCY; oO
                 INVOLVE INVESTMENT RISK, INCLUDING THE POSSIBLE
                     LOSS OF THE PRINCIPAL AMOUNT INVESTED.

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



<PAGE>


                              TABLE OF CONTENTS
<TABLE>
                   <S>                                                       <C>
                   A BRIEF PREVIEW OF THE FUNDS.............................   1
                   ABOUT THE FUNDS..........................................   2
                      The One Group(R) Intermediate Tax-Free Bond Fund......   2
                      The One Group(R) Municipal Income Fund................   5
                      The One Group(R) Arizona Municipal Bond Fund..........   8
                      The One Group(R) West Virginia Municipal Bond Fund....  11
                      The One Group(R) Louisiana Municipal Bond Fund........  14
                      The One Group(R) Ohio Municipal Bond Fund.............  17
                      The One Group(R) Kentucky Municipal Bond Fund.........  20
                   MORE ABOUT THE FUNDS.....................................  23
                   HOW TO DO BUSINESS WITH THE ONE GROUP....................  24
                      Purchasing Fund Shares................................  24
                      Sales Charges.........................................  25
                      Sales Charge Reductions and Waivers...................  27
                      Exchanging Fund Shares................................  28
                      Redeeming Fund Shares.................................  29
                   SHAREHOLDER INFORMATION..................................  31
                      Voting Rights.........................................  31
                      Dividend Policies.....................................  31
                      Tax Treatment of the Funds............................  32
                      Tax Treatment of Shareholders.........................  32
                      Shareholder Inquiries.................................  33
                   ORGANIZATION AND MANAGEMENT OF THE FUNDS.................  34
                      The Funds.............................................  34
                      The Board of Trustees.................................  34
                      The Advisor...........................................  34
                      The Distributor.......................................  34
                      The Administrator and Sub-Administrator...............  34
                      The Transfer Agent, Custodian and Sub-Custodian.......  34
                   DETAILS ABOUT THE FUNDS' INVESTMENT PRACTICES AND
                     POLICIES...............................................  35
                      Investment Practices..................................  35
                      Investment Risks......................................  37
                      Investment Policies...................................  38
                   APPENDIX: DESCRIPTION OF RATINGS.........................  40
</TABLE>



<PAGE>

                                                                               1

                          A BRIEF PREVIEW OF THE FUNDS

             WHAT ARE THE GOALS OF THE MUNICIPAL BOND FUNDS?

             The Funds are designed to produce income exempt from Federal
             and/ or state income tax. Each Fund pursues a different
             investment objective and involves different risks. These Funds
             may not be appropriate for Individual Retirement Accounts,
             Qualified Plans, and other Retirement Plans that receive
             favorable tax treatment. Please read about each Fund before
             investing.

             WHAT ARE THE FUNDS' INVESTMENT STRATEGIES?
             The Intermediate Tax-Free Bond Fund and the Municipal Income
             Fund invest in debt securities issued by or on behalf of
             states, territories, and possessions of the United States and
             their agencies that produce interest that is exempt from
             Federal income tax. The Arizona Municipal Bond Fund, the West
             Virginia Municipal Bond Fund, the Louisiana Municipal Bond
             Fund, the Kentucky Municipal Bond Fund and the Ohio Municipal
             Bond Fund invest in debt securities of their respective states
             that produce interest that is exempt from Federal Income Tax
             and the personal income tax of each Fund's respective state.

             WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUNDS?
             The Funds invest in fixed-income investments that are subject
             to market fluctuations as a result of changes in interest
             rates. As a result, the value of investments in the Funds may
             decrease during periods of rising interest rates and increase
             during periods of declining interest rates. In addition, some
             of the Funds invest in mortgage-related securities which may
             have greater price and yield volatility than traditional
             fixed-income securities. All of the Funds, except the
             Intermediate Tax Free Bond Fund and the Municipal Income Fund,
             are non-diversified funds which expose investors to special
             risks, including risks associated with state specific
             investments. For more information about risks, please read
             "More About the Funds" and "Investment Risks."

             WHAT CLASSES OF SHARES ARE AVAILABLE?
             The Funds currently offer four classes of Shares: Class A,
             Class B, Class C and Fiduciary Class. Class A, Class B and
             Class C 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. The section called "How To Do
             Business With The One Group" will provide more information.

             HOW DO I PURCHASE AND REDEEM SHARES?

             You may buy and redeem shares of the Funds on any day that the
             Funds are open for business. Class C shares are not available
             for purchase in all of the funds. Purchase and redemption
             procedures are explained in greater detail in "How To Do
             Business With The One Group." For additional information, call
             The One Group Services Company at 1-800-480-4111.


             HOW ARE DIVIDENDS PAID?
             Generally, dividends are declared on each business day and are
             distributed periodically 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 you elect to take the payment in cash. For a more
             detailed discussion of dividends, see "Dividend Policies."

             WHO MANAGES THE FUNDS?
             Banc One Investment Advisors Corporation ("Banc One Investment
             Advisors"), an indirect subsidiary of BANC ONE CORPORATION,
             serves as the advisor of the Funds. Banc One Investment
             Advisors is paid a fee for its services. A more detailed
             discussion regarding Banc One Investment Advisors, its
             services and compensation can be found in the Prospectus under
             the headings "The Advisor" and "Expense Summary."

<PAGE>
2

THE ONE GROUP(R)
INTERMEDIATE TAX-FREE BOND FUND
[ICON] INVESTMENT OBJECTIVE
The Fund is a diversified fund that seeks current income exempt from Federal
income taxes consistent with prudent investment management and the preservation
of capital.

[ICON] INVESTMENT STRATEGY

The Fund invests in bonds and notes of states, territories and possessions of
the United States, including the District of Columbia, and their respective
authorities, political subdivisions, agencies and instrumentalities, the
interest on which is exempt from Federal income tax ("Municipal Securities").
The Fund's average weighted maturity normally will range between three and ten
years.


[ICON] PORTFOLIO SECURITIES

The Fund invests at least 80% of its net assets in Municipal Securities. As a
matter of fundamental policy, the Fund invests at least 65% of its total assets
in bonds. The Fund also may invest in mortgage-backed securities, restricted
securities, and mortgage dollar rolls. The securities in which the Fund invests
may have fixed rates of return or floating or variable rates. For a list of all
securities in which the Fund may invest, please read "Investment Practices."


[ICON] RISK CONSIDERATIONS
The Fund may invest in Municipal Securities that are rated in the lowest
investment grade. Even though such securities are generally considered
investment grade they are considered to have speculative characteristics.
Issuers of such securities are more vulnerable to changes in economic conditions
than issuers of higher grade securities. The Municipal Securities are also fixed
income investments. The value of these securities will change in response to
interest rate changes and other factors. In addition, the Fund invests in
mortgage-related securities which have significantly greater price and yield
volatility than traditional fixed-income securities. Before you invest, please
read "More About the Funds" and "Investment Risks."

[ICON] TAX CONSIDERATIONS
Up to 20% of the Fund's assets may be invested in Municipal Securities, the
interest on which is subject to the Federal alternative minimum tax.
Shareholders who are subject to the Federal alternative minimum tax may have all
or a portion of their income from the Fund subject to Federal income tax. In
addition, corporate shareholders will be required to take the interest on
Municipal Securities into account in determining their alternative minimum
taxable income.

[ICON] FUND MANAGEMENT

Patrick M. Morrissey has served as the manager of the Fund since February, 1994.
Since 1993, Mr. Morrissey also has managed the Municipal Income Fund. Mr.
Morrissey has been employed by Banc One Investment Advisors and its affiliates
since October, 1992. From September, 1986 to October, 1992, Mr. Morrissey served
as Portfolio Manager at Norwest Investments and Trust.


 SHAREHOLDER EXPENSES

<TABLE>
<CAPTION>
   SHAREHOLDER TRANSACTION EXPENSES (1)      CLASS A   CLASS B   CLASS C   FIDUCIARY CLASS
<S>                                          <C>       <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)         4.50%      none      none          none
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase
  price or redemption proceeds, as
  applicable)                                 none(2)   5.00%     1.00%          none
Redemption Fees                                none      none      none          none
Exchange Fees                                  none      none      none          none

ANNUAL OPERATING EXPENSES (3) (as a
  percentage of average daily net assets)
Investment Advisory Fees (after fee
  waiver) (4)                                  .40%      .40%      .40%          .40%
12b-1 Fees (after fee waiver) (5)              .25%      .90%      .90%          none
Other Expenses                                 .26%      .26%      .26%          .26%
Total Fund Operating Expenses (after fee
  waivers) (6)                                 .91%     1.56%     1.56%          .66%
</TABLE>

(1) If you buy or sell shares through a Shareholder Servicing Agent, you may be
    charged separate transaction fees by the Shareholder Servicing Agent. In
    addition, a $7.00 charge is deducted from redemption amounts paid by wire.
(2) Except for purchases of $1 million or more. Please see "Sales Charges."
(3) Expense information has been restated to reflect current fees.
(4) Without the fee waiver, Investment Advisory Fees would be .60% for all
    classes of shares.
(5) Due to 12b-1 fees, long-term Class A, Class B and Class C shareholders may
    pay more than the equivalent of the maximum front-end sales charges
    permitted by the rules of the National Association of Securities Dealers.
    Without the voluntary waiver of fees, 12b-1 fees would be .35% for Class A
    shares and 1.00% for Class B and Class C shares.
(6) Without the voluntary reduction of Investment Advisory and 12b-1 fees, Total
    Operating Expenses would be 1.21% for Class A shares, 1.86% for Class B
    shares, 1.86% for Class C shares and .86% for Fiduciary Class shares.

 EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                         $ 54       $  73       $  93        $152
Class A (without fee waivers)                   $ 57       $  82       $ 109        $185
Class B                                         $ 66       $  79       $ 105        $168
Class B (without fee waivers)                   $ 69       $  88       $ 121        $201
Class C                                         $ 26       $  49       $  85        $186
Class C (without fee waivers)                   $ 29       $  58       $ 101        $218
Fiduciary Class                                 $  7       $  21       $  37        $ 82
Fiduciary Class (without fee waiver)            $  9       $  27       $  48        $106
</TABLE>

Assuming no redemption at the end of each time period, 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                                         $ 54       $  73       $  93        $152
Class A (without fee waivers)                   $ 57       $  82       $ 109        $185
Class B                                         $ 16       $  49       $  85        $168
Class B (without fee waivers)                   $ 19       $  58       $ 101        $201
Class C                                         $ 16       $  49       $  85        $186
Class C (without fee waivers)                   $ 19       $  58       $ 101        $218
Fiduciary Class                                 $  7       $  21       $  37        $ 82
Fiduciary Class (without fee waiver)            $  9       $  27       $  48        $106
</TABLE>

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

These examples are designed to assist you in understanding the various costs and
expenses that may be directly or indirectly paid by investors in the Fund. THESE
EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
                                                                            3

THE ONE GROUP(R) INTERMEDIATE TAX-FREE BOND FUND    FINANCIAL HIGHLIGHTS


The Financial Highlights are intended to help you understand the Fund's
financial performance for the past 10 years or since inception, if less than 10
years. The total returns in the table represent the rate a shareholder would
have earned on an investment in the Fund (assuming reinvestment of all dividends
and distributions). This information has been derived from financial statements
audited by Coopers & Lybrand L.L.P., whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.


<TABLE>
<CAPTION>
                                                                      YEARS ENDED JUNE 30,
                                 ------------------------------------------------------------------------------------------------
         FIDUCIARY               1997           1996           1995           1994           1993           1992         1991(c)
<S>                           <C>            <C>            <C>            <C>            <C>            <C>            <C>
NET ASSET VALUE, BEGINNING
  OF PERIOD                   $   10.67      $   10.64      $   10.49      $   11.15      $   10.69      $   10.28      $   10.00
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income            0.54           0.52           0.54           0.52           0.53           0.55           0.49
  Net realized and
    unrealized gains
    (losses) from
    investments                    0.27           0.04           0.15          (0.52)          0.49           0.42           0.27
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment
  Activities                       0.81           0.56           0.69           0.00           1.02           0.97           0.76
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income           (0.54)         (0.51)         (0.54)         (0.53)         (0.52)         (0.55)         (0.48)
  In excess of net
    investment income             --             --             --             (0.01)         --             --             --
  Net realized gains              (0.02)         (0.02)         --             (0.01)         (0.04)         (0.01)         --
  In excess of net realized
    gains                         --             --             --             (0.11)         --             --             --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions               (0.56)         (0.53)         (0.54)         (0.66)         (0.56)         (0.56)         (0.48)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF
  PERIOD                      $   10.92      $   10.67      $   10.64      $   10.49      $   11.15      $   10.69      $   10.28
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return                       7.76%          5.39%          6.75%        (0.11)%          9.79%          9.54%       9.49%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of
    period (000)              $451,089       $217,201       $211,229       $182,611       $166,489       $142,672       $82,192
  Ratio of expenses to
    average net assets             0.58%          0.54%          0.53%          0.48%          0.54%          0.55%       0.30%(b)
  Ratio of net investment
    income to average net
    assets                         5.05%          4.87%          5.17%          4.78%          4.93%          5.28%       6.04%(b)
  Ratio of expenses to
    average net assets*            0.81%          0.87%          0.88%          0.84%          0.94%          1.07%       0.90%(b)
  Ratio of net investment
    income to average net
    assets*                        4.82%          4.54%          4.82%          4.42%          4.53%          4.77%       5.44%(b)
  Portfolio turnover(a)           86.89%        111.58%        199.76%        105.98%         31.99%         11.50%      35.15%
</TABLE>

* During the period certain fees were voluntarily reduced. If such voluntary fee
  reductions had not occurred, the ratios would have been as
  indicated.  (a) Portfolio turnover is calculated on the basis of the Fund as a
  whole without distinguishing among the classes of shares
  issued.  (b) Annualized.  (c) The Fiduciary Class commenced operations on
  September 4, 1990.

<TABLE>
<CAPTION>
                                                                             YEARS ENDED JUNE 30,
                                             ------------------------------------------------------------------------------------
                  CLASS A                       1997           1996           1995           1994           1993         1992(c)
<S>                                          <C>            <C>            <C>            <C>            <C>            <C>
NET ASSET VALUE, BEGINNING OF PERIOD         $   10.67      $   10.63      $   10.48      $   11.14      $   10.69      $   10.57
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                           0.51           0.50           0.51           0.50           0.55           0.15
  Net realized and unrealized gains
    (losses) from investments                     0.26           0.05           0.15          (0.52)          0.44           0.18
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                  0.77           0.55           0.66          (0.02)          0.99           0.33
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                          (0.51)         (0.49)         (0.49)         (0.52)         (0.50)         (0.21)
  In excess of net investment income             --             --             (0.02)         (0.01)         --             --
  Net realized gains                             (0.02)         (0.02)         --             --             (0.04)         --
  In excess of net realized gains                --             --             --             (0.11)         --             --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                              (0.53)         (0.51)         (0.51)         (0.64)         (0.54)         (0.21)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD               $   10.91      $   10.67      $   10.63      $   10.48      $   11.14      $   10.69
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)              7.39%          5.28%          6.49%        (0.33)%          9.47%       8.68%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)          $   8,457      $   6,622      $   5,614      $   5,556      $   5,480      $    5
  Ratio of expenses to average net assets         0.83%          0.79%          0.78%          0.73%          0.71%       1.02%(b)
  Ratio of net investment income to average
    net assets                                    4.75%          4.62%          4.91%          4.57%          4.77%       4.91%(b)
  Ratio of expenses to average net assets*        1.15%          1.22%          1.23%          1.19%          1.27%       1.32%(b)
  Ratio of net investment income to average
    net assets*                                   4.43%          4.19%          4.46%          4.11%          4.21%       4.61%(b)
  Portfolio turnover(a)                          86.89%        111.58%        199.76%        105.98%         31.99       11.50%
</TABLE>

* During the period certain fees were voluntarily reduced. If such voluntary fee
  reductions had not occurred, the ratios would have been as
  indicated.  (a) Portfolio turnover is calculated on the basis of the Fund as a
  whole without distinguishing among the classes of shares
  issued.  (b) Annualized.  (c) Class A Shares commenced offering on February
  18, 1992.


<PAGE>
4

THE ONE GROUP(R) INTERMEDIATE TAX-FREE BOND FUND    FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                          YEAR ENDED JUNE 30,
                                                                          ---------------------------------------------------
                              CLASS B                                   1997             1996             1995            1994(a)
<S>                                                                   <C>              <C>              <C>              <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                  $  10.68         $  10.65         $  10.50         $  11.18
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                                   0.45             0.43             0.46             0.17
  Net realized and unrealized gains (losses) from investments             0.27             0.04             0.14            (0.67)
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                          0.72             0.47             0.60            (0.50)
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                                  (0.45)           (0.42)           (0.45)           (0.17)
  Net realized gains                                                     (0.02)           (0.02)           --               --
  In excess of net realized gains                                        --               --               --               (0.01)
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                      (0.47)           (0.44)           (0.45)           (0.18)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                        $  10.93         $  10.68         $  10.65         $  10.50
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                                      6.82%            4.48%            5.89%        (4.48)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                   $  3,307         $  2,439         $  1,116         $ 549
  Ratio of expenses to average net assets                                 1.47%            1.44%            1.43%         1.40%(c)
  Ratio of net investment income to average net assets                    4.09%            3.97%            4.29%         4.08%(c)
  Ratio of expenses to average net assets*                                1.78%            1.87%            1.88%         1.85%(c)
  Ratio of net investment income to average net assets*                   3.78%            3.54%            3.84%         3.63%(c)
  Portfolio turnover(d)                                                  86.89%          111.58%          199.76%       105.98%
</TABLE>

* 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 B Shares commenced offering on January 14,
  1994.  (b) Not annualized.  (c) Annualized.  (d) Portfolio turnover is
  calculated on the basis of the Fund as a whole without distinguishing among
  the classes of shares issued.


<PAGE>
                                                                            5
THE ONE GROUP(R)
MUNICIPAL INCOME FUND
[ICON] INVESTMENT OBJECTIVE
The Fund is a diversified fund that seeks current income exempt from Federal
income taxes.

[ICON] INVESTMENT STRATEGY
The Fund invests in debt securities of states, territories and possessions of
the United States, including the District of Columbia, and their respective
authorities, political subdivisions, agencies and instrumentalities, the
interest on which is exempt from Federal income tax ("Municipal Securities").
The Fund's average weighted maturity normally will range from five to fifteen
years, although the Fund may shorten its average weighted maturity to as little
as two years if appropriate for temporary defensive purposes.

[ICON] PORTFOLIO SECURITIES

The Fund invests at least 80% of its net assets in Municipal Securities. As a
matter of fundamental policy, the Fund invests at least 65% of its total assets
in bonds. As a matter of fundamental policy, the Fund will not invest more than
25% of its net assets (i) in securities within a single industry; or (ii) in
securities of governmental units or issuers in the same state, territory, or
possession. However, the Fund will, from time to time, invest more than 25% of
its net assets in municipal housing authority obligations and single-family
mortgage revenue bonds. The Fund also may invest in mortgage-backed securities,
restricted securities, and mortgage dollar rolls. The securities in which the
Fund invests may have fixed rates of return or floating or variable rates. For a
list of all securities in which the Fund may invest, please read "Investment
Practices."


[ICON] RISK CONSIDERATIONS
The Fund may invest in Municipal Securities that are rated in the lowest
investment grade. Even though such securities are generally considered
investment grade securities, they are considered to have speculative
characteristics. Issuers of such securities are more vulnerable to changes in
economic conditions than issuers of higher grade securities. The Municipal
Securities are also fixed-income investments. The value of these securities will
change in response to interest rates and other factors. In addition, the Fund
invests in mortgage-related securities which may have greater price and yield
volatility than traditional fixed-income securities. Before you invest, please
read "More About the Funds" and "Investment Risks."

[ICON] TAX CONSIDERATIONS
Up to 100% of the Fund's assets may be invested in Municipal Securities the
interest on which is subject to Federal alternative minimum tax. Shareholders
who are subject to the Federal alternative minimum tax may have all or a portion
of their income from the Fund subject to Federal income tax. In addition,
corporate shareholders will be required to take the interest on Municipal
Securities into account in determining their alternative minimum taxable income.

[ICON] FUND MANAGEMENT

Patrick M. Morrissey has served as the manager of the Fund since its inception
in February, 1993. Mr. Morrissey has been employed by Banc One Investment
Advisors and its affiliates as a fixed income portfolio manager since October,
1992. From September, 1986 to October, 1992, Mr. Morrissey served as Portfolio
Manager at Norwest Investments and Trust.


 SHAREHOLDER EXPENSES

<TABLE>
<CAPTION>
   SHAREHOLDER TRANSACTION EXPENSES (1)      CLASS A   CLASS B   CLASS C   FIDUCIARY CLASS
<S>                                          <C>       <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)         4.50%      none      none          none
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase
  price or redemption proceeds, as
  applicable)                                  none(2)  5.00%     1.00%          none
Redemption Fees                                none      none      none          none
Exchange Fees                                  none      none      none          none

ANNUAL OPERATING EXPENSES (3) (as a
  percentage of average daily net assets)
Investment Advisory Fees (after fee
  waiver) (4)                                  .35%      .35%      .35%          .35%
12b-1 Fees (after fee waiver) (5)              .25%      .90%      .90%          none
Other Expenses                                 .27%      .27%      .27%          .27%
Total Fund Operating Expenses (after fee
  waivers) (6)                                 .87%     1.52%     1.52%          .62%
</TABLE>

(1) If you buy or sell shares through a Shareholder Servicing Agent, you may be
    charged separate transaction fees by the Shareholder Servicing Agent. In
    addition, a $7.00 charge is deducted from redemption amounts paid by wire.
(2) Except for purchases of $1 million or more. Please see "Sales Charges."
(3) Expense information has been restated to reflect current fees.
(4) Without the fee waiver, Investment Advisory Fees would be .45% for all
    classes of shares.
(5) Due to 12b-1 fees, long-term Class A, Class B and Class C shareholders may
    pay more than the equivalent of the maximum front-end sales charges
    permitted by the rules of the National Association of Securities Dealers.
    Without the voluntary waiver of fees, 12b-1 fees would be .35% for Class A
    shares and 1.00% for Class B and Class C shares.
(6) Without the voluntary reduction of Investment Advisory and 12b-1 fees, Total
    Operating Expenses would be 1.07% for Class A shares, 1.72% for Class B
    shares, 1.72% for Class C shares and .72% for Fiduciary Class shares.

 EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                         $ 53       $  72       $  91        $147
Class A (without fee waivers)                   $ 55       $  78       $ 101        $171
Class B                                         $ 65       $  78       $ 103        $164
Class B (without fee waivers)                   $ 67       $  84       $ 113        $186
Class C                                         $ 25       $  48       $  83        $181
Class C (without fee waivers)                   $ 16       $  51       $  88        $192
Fiduciary Class                                 $  6       $  20       $  35        $ 77
Fiduciary Class (without fee waiver)            $  7       $  23       $  40        $ 89
</TABLE>

Assuming no redemption at the end of each time period, 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                                         $ 53       $  72       $  91        $147
Class A (without fee waivers)                   $ 55       $  78       $ 101        $171
Class B                                         $ 15       $  48       $  83        $164
Class B (without fee waivers)                   $ 15       $  48       $  83        $181
Class C                                         $ 27       $  54       $  93        $203
Class C (without fee waivers)                   $ 17       $  54       $  93        $203
Fiduciary Class                                 $  6       $  20       $  35        $ 77
Fiduciary Class (without fee waiver)            $  7       $  23       $  40        $ 89
</TABLE>

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

These examples are designed to assist you in understanding the various costs and
expenses that may be directly or indirectly paid by investors in the Fund. THESE
EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
6

THE ONE GROUP(R) MUNICIPAL INCOME FUND    FINANCIAL HIGHLIGHTS


The Financial Highlights are intended to help you understand the Fund's
financial performance for the past 10 years, or since inception, if less than 10
years. The total returns in the table represent the rate a shareholder would
have earned on an investment in the Fund (assuming reinvestment of all dividends
and distributions). This information has been derived from financial statements
audited by Coopers & Lybrand L.L.P., whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.


<TABLE>
<CAPTION>
                                                                               YEARS ENDED JUNE 30,
                                                      ---------------------------------------------------------------------
                  FIDUCIARY                        1997              1996              1995              1994            1993(a)
<S>                                             <C>               <C>               <C>               <C>               <C>
NET ASSET VALUE, BEGINNING OF PERIOD            $    9.66         $    9.69         $    9.66         $   10.11         $   10.00
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                              0.53              0.56              0.57              0.56              0.19
  Net realized and unrealized gains (losses)
    from investments                                 0.18             (0.03)             0.03             (0.42)             0.11
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                     0.71              0.53              0.60              0.14              0.30
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                             (0.53)            (0.56)            (0.57)            (0.56)            (0.19)
  In excess of net realized gains                   --                --                --                (0.03)            --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                 (0.53)            (0.56)            (0.57)            (0.59)            (0.19)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                  $    9.84         $    9.66         $    9.69         $    9.66         $   10.11
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return                                         7.49%             5.54%             6.46%             1.36%          5.18%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)             $408,577          $241,115          $185,916          $152,763          $40,777
  Ratio of expenses to average net assets            0.57%             0.56%             0.56%             0.54%          0.54%(b)
  Ratio of net investment income to average
    net assets                                       5.38%             5.70%             6.02%             5.61%          5.66%(b)
  Ratio of expenses to average net assets*           0.68%             0.76%             0.74%             0.71%          1.01%(b)
  Ratio of net investment income to average
    net assets*                                      5.27%             5.50%             5.84%             5.44%          5.19%(b)
  Portfolio turnover(c)                             62.83%            83.17%            66.02%           101.48%         66.12%
</TABLE>

* 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 9, 1993.  (b) Annualized.  (c) Portfolio
  turnover is calculated on the basis of the Fund as a whole without
  distinguishing among the classes of shares issued.

<TABLE>
<CAPTION>
                                                                               YEARS ENDED JUNE 30,
                                                      ---------------------------------------------------------------------
                   CLASS A                         1997              1996              1995              1994            1993(a)
<S>                                             <C>               <C>               <C>               <C>               <C>
NET ASSET VALUE, BEGINNING OF PERIOD            $    9.69         $    9.72         $    9.67         $   10.12         $   10.06
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                              0.51              0.55              0.55              0.55              0.19
  Net realized and unrealized gains (losses)
    from investments                                 0.18             (0.04)             0.05             (0.43)             0.05
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                     0.69              0.51              0.60              0.12              0.24
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                             (0.51)            (0.54)            (0.55)            (0.54)            (0.18)
  In excess of net realized gains                   --                --                --                (0.03)            --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                 (0.51)            (0.54)            (0.55)            (0.57)            (0.18)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                  $    9.87         $    9.69         $    9.72         $    9.67         $   10.12
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                 7.24%             5.35%             6.21%             1.34%             6.86%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)               $41,829           $25,787           $11,462           $10,725         $4,106
  Ratio of expenses to average net assets            0.82%             0.81%             0.81%             0.79%          0.80%(b)
  Ratio of net investment income to average
    net assets                                       5.13%             5.45%             5.76%             5.44%          5.71%(b)
  Ratio of expenses to average net assets*           1.03%             1.11%             1.09%             1.06%          1.36%(b)
  Ratio of net investment income to average
    net assets*                                      4.92%             5.15%             5.48%             5.17%          5.15%(b)
  Portfolio turnover(c)                             62.83%            83.17%            66.02%           101.48%         66.12%
</TABLE>

* 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 23, 1993.
    (b) Annualized.  (c) Portfolio turnover is calculated on the basis of the
  Fund as a whole without distinguishing among the classes of shares issued.


<PAGE>
                                                                            7
THE ONE GROUP(R) MUNICIPAL INCOME FUND    FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                          YEARS ENDED JUNE 30,
                                                                          ---------------------------------------------------
                              CLASS B                                   1997             1996             1995            1994(a)
<S>                                                                   <C>              <C>              <C>              <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                  $   9.66         $   9.69         $   9.62         $  10.10
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                                   0.44             0.47             0.49             0.24
  Net realized and unrealized gains (losses) from investments             0.18            (0.03)            0.07            (0.48)
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                          0.62             0.44             0.56            (0.24)
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                                  (0.44)           (0.47)           (0.49)           (0.24)
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                      (0.44)           (0.47)           (0.49)           (0.24)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                        $   9.84         $   9.66         $   9.69         $   9.62
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                                      6.55%            4.65%            5.58%        (1.98)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                   $ 36,258         $ 23,204         $  8,326         $4,855
  Ratio of expenses to average net assets                                 1.47%            1.46%            1.46%         1.41%(c)
  Ratio of net investment income to average net assets                    4.48%            4.80%            5.14%         4.95%(c)
  Ratio of expenses to average net assets*                                1.67%            1.76%            1.74%         1.62%(c)
  Ratio of net investment income to average net assets*                   4.28%            4.50%            4.86%         4.74%(c)
  Portfolio turnover(d)                                                  62.83%           83.17%           66.02%       101.48%
</TABLE>

* 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 B Shares commenced offering on January 14, 1994.
    (b) Not annualized.  (c) Annualized.  (d) Portfolio turnover is calculated
  on the basis of the Fund as a whole without distinguishing among the classes
  of shares issued.


<PAGE>
8

THE ONE GROUP(R)
ARIZONA MUNICIPAL BOND FUND
[ICON] INVESTMENT OBJECTIVE
The Fund is a non-diversified fund that seeks current income exempt from Federal
income tax and Arizona personal income tax, consistent with the preservation of
principal.

[ICON] INVESTMENT STRATEGY
The Fund invests in debt securities issued by or on behalf of Arizona and its
respective authorities, political subdivisions, agencies and instrumentalities,
the interest on which, in the opinion of issuer's counsel, is exempt from
Federal income tax and Arizona personal income tax ("Arizona Municipal
Securities"). The Fund's average weighted maturity normally will be between five
and twenty years, although the Fund may invest in securities of any maturity.

[ICON] PORTFOLIO SECURITIES
The Fund invests at least 80% of its total assets in Arizona Municipal
Securities. This is a fundamental policy. The Fund also may invest up to 20% of
its total assets in bonds and notes of states (other than Arizona) as well as of
territories and possessions of the United States, including the District of
Columbia, and their respective authorities, agencies, instrumentalities, and
political subdivisions, the interest on which is exempt from Federal income tax
("Municipal Securities"). The securities in which the Fund invests may have
fixed rates of return or floating or variable rates. For a list of all
securities in which the Fund may invest, please read "Investment Practices."

[ICON] RISK CONSIDERATIONS
The Fund invests in Arizona Municipal Securities, which may be impacted by
economic and political developments in Arizona. The Arizona Municipal Securities
also include fixed-income investments. The value of these securities will change
in response to interest rate changes and other factors. Before you invest,
please read "More About the Funds" and "Investment Risks."

[ICON] TAX CONSIDERATIONS
Up to 100% of the Fund's assets may be invested in Arizona Municipal Securities
and Municipal Securities the interest on which is subject to Federal alternative
minimum tax. Shareholders who are subject to the Federal alternative minimum tax
may have all or a portion of their income from the Fund subject to Federal
income tax. In addition, corporate shareholders will be required to take the
interest on Municipal Securities and Arizona Municipal Securities into account
in determining their alternative minimum taxable income.

[ICON] FUND MANAGEMENT
Todd Curtis, CFA, has served as the manager of the Fund since its inception in
1997. From 1984 to 1996, Mr. Curtis managed a bank common trust fund with
substantially the same investment objectives as the Fund. Mr. Curtis has been
involved in the management of both Arizona and national municipal securities
since 1984 and has been employed by Banc One Investment Advisors and its
affiliates in the investment management business since 1981.

 SHAREHOLDER EXPENSES

<TABLE>
<CAPTION>
   SHAREHOLDER TRANSACTION EXPENSES (1)      CLASS A   CLASS B   CLASS C   FIDUCIARY CLASS
<S>                                          <C>       <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)         4.50%      none      none          none
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase
  price or redemption proceeds, as
  applicable)                                  none(2)  5.00%     1.00%          none
Redemption Fees                                none      none      none          none
Exchange Fees                                  none      none      none          none

ANNUAL OPERATING EXPENSES (3) (as a
  percentage of average daily net assets)
Investment Advisory Fees (after fee
  waiver) (4)                                  .40%      .40%      .40%          .40%
12b-1 Fees (after fee waiver) (5)              .25%      .90%      .90%          none
Other Expenses                                 .32%      .32%      .32%          .32%
Total Fund Operating Expenses (after fee
  waivers) (6)                                 .97%     1.62%     1.62%          .72%
</TABLE>

(1) If you buy or sell shares through a Shareholder Servicing Agent, you may be
    charged separate transaction fees by the Shareholder Servicing Agent. In
    addition, a $7.00 charge is deducted from redemption amounts paid by wire.
(2) Except for purchases of $1 million or more. Please see "Sales Charges."
(3) Expense information has been restated to reflect current fees.
(4) Without the fee waiver, Investment Advisory Fees would be .45% for all
    classes of shares.
(5) Due to 12b-1 fees, long-term Class A, Class B and Class C shareholders may
    pay more than the equivalent of the maximum front-end sales charges
    permitted by the rules of the National Association of Securities Dealers.
    Without the voluntary waiver of fees, 12b-1 fees would be .35% for Class A
    shares and 1.00% for Class B and Class C shares.
(6) Without the voluntary reduction of Investment Advisory and 12b-1 fees, Total
    Operating Expenses would be 1.12% for Class A shares, 1.77% for Class B
    shares, 1.77% for Class C shares and .77% for Fiduciary Class shares.



 EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                         $ 54       $  75       $  96        $159
Class A (without fee waivers)                   $ 56       $  79       $ 104        $175
Class B                                         $ 66       $  81       $ 108        $175
Class B (without fee waivers)                   $ 68       $  86       $ 116        $191
Class C                                         $ 26       $  51       $  88        $192
Class C (without fee waivers)                   $ 28       $  56       $  96        $208
Fiduciary Class                                 $  7       $  23       $  40        $ 89
Fiduciary Class (without fee waiver)            $  8       $  25       $  43        $ 95
</TABLE>

Assuming no redemption at the end of each time period, 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                                         $ 54       $  75       $  96        $159
Class A (without fee waivers)                   $ 56       $  79       $ 104        $175
Class B                                         $ 16       $  51       $  88        $175
Class B (without fee waivers)                   $ 18       $  56       $  96        $191
Class C                                         $ 16       $  51       $  88        $192
Class C (without fee waivers)                   $ 18       $  56       $  96        $208
Fiduciary Class                                 $  7       $  23       $  40        $ 89
Fiduciary Class (without fee waiver)            $  8       $  25       $  43        $ 95
</TABLE>

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

These examples are designed to assist you in understanding the various costs and
expenses that may be directly or indirectly paid by investors in the Fund. THESE
EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
                                                                            9

THE ONE GROUP(R) ARIZONA MUNICIPAL BOND FUND    FINANCIAL HIGHLIGHTS


The Financial Highlights are intended to help you understand the Fund's
financial performance for the past 10 years, or since inception, if less than 10
years. The total returns in the table represent the rate a shareholder would
have earned on an investment in the Fund (assuming reinvestment of all dividends
and distributions). This information has been derived from financial statements
audited by Coopers & Lybrand L.L.P., whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.


<TABLE>
<CAPTION>
                                                                                                                 JANUARY 20, 1997
                                                                                                                     THROUGH
                                                                                                                     JUNE 30,
                                                 FIDUCIARY                                                           1997(a)
<S>                                                                                                              <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                                                $    10.00
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                                                                                   0.23
  Net realized and unrealized gains from investments                                                                      0.06
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                                                                          0.29
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                                                                                  (0.23)
- ---------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                                                                      (0.23)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                                                                      $    10.06
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                                                                                             2.90%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                                                                  $255,755
  Ratio of expenses to average net assets                                                                                0.59%(c)
  Ratio of net investment income to average net assets                                                                   5.09%(c)
  Ratio of expenses to average net assets*                                                                               0.66%(c)
  Ratio of net investment income to average net assets*                                                                  5.02%(c)
  Portfolio turnover(d)                                                                                                   5.66%
</TABLE>

* 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) Not
  annualized.  (c) Annualized.  (d) Portfolio turnover is calculated on the
  basis of the Fund as a whole without distinguishing among the classes of
  shares issued.

<TABLE>
<CAPTION>
                                                                                                                 JANUARY 20, 1997
                                                                                                                     THROUGH
                                                                                                                     JUNE 30,
                                                  CLASS A                                                            1997(a)
<S>                                                                                                              <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                                                $    10.00
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                                                                                   0.15
  Net realized and unrealized gains (losses) from investments                                                            (0.01)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                                                                          0.14
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                                                                                  (0.15)
- ---------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                                                                      (0.15)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                                                                      $     9.99
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                                                                                     1.40%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                                                                    $1,500
  Ratio of expenses to average net assets                                                                                0.85%(c)
  Ratio of net investment income to average net assets                                                                   4.90%(c)
  Ratio of expenses to average net assets*                                                                               0.96%(c)
  Ratio of net investment income to average net assets*                                                                  4.79%(c)
  Portfolio turnover(d)                                                                                                   5.66%
</TABLE>

* 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) Not
  annualized.  (c) Annualized.  (d) Portfolio turnover is calculated on the
  basis of the Fund as a whole without distinguishing among the classes of
  shares issued.


<PAGE>
10

THE ONE GROUP(R) ARIZONA MUNICIPAL BOND FUND    FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                                                 JANUARY 20, 1997
                                                                                                                     THROUGH
                                                                                                                     JUNE 30,
                                                  CLASS B                                                            1997(a)
<S>                                                                                                              <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                                                $    10.00
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net realized and unrealized gains from investments                                                                      0.09
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                                                                          0.09
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                                                                      $    10.09
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                                                                                     0.90%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                                                                     $--   (c)
  Ratio of expenses to average net assets                                                                                --   (d)
  Ratio of net investment income to average net assets                                                                   --   (d)
  Ratio of expenses to average net assets*                                                                               --   (d)
  Ratio of net investment income to average net assets*                                                                  --   (d)
  Portfolio turnover(e)                                                                                                   5.66%
</TABLE>

* 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) Not
  annualized.  (c) Amount is less than $1,000.  (d) Since net assets are less
  than $1,000, ratios have not been presented.  (e) Portfolio turnover is
  calculated on the basis of the Fund as a whole without distinguishing among
  the classes of shares issued.


<PAGE>
                                                                           11
THE ONE GROUP(R)
WEST VIRGINIA MUNICIPAL BOND FUND
[ICON] INVESTMENT OBJECTIVE
The Fund is a non-diversified fund that seeks current income exempt from Federal
income tax and West Virginia personal income tax, consistent with the
preservation of principal.

[ICON] INVESTMENT STRATEGY
The Fund invests in debt securities issued by or on behalf of West Virginia and
its respective authorities, political subdivisions, agencies and
instrumentalities, the interest on which, in the opinion of issuer's counsel, is
exempt from Federal income tax and West Virginia personal income tax ("West
Virginia Municipal Securities"). Generally, the Fund's average weighted maturity
will be between five and twenty years, although the Fund may invest in
securities of any maturity.

[ICON] PORTFOLIO SECURITIES
The Fund invests at least 80% of its total assets in West Virginia Municipal
Securities. This is a fundamental policy. The Fund also may invest up to 20% of
its total assets in bonds and notes of states (other than West Virginia) as well
as of territories and possessions of the United States, including the District
of Columbia, and their respective authorities, agencies, instrumentalities, and
political subdivisions, the interest on which is exempt from Federal income tax
("Municipal Securities"). The securities in which the Fund invests may have
fixed rates of return or floating or variable rates. For a list of all
securities in which the Fund may invest, please read "Investment Practices."

[ICON] RISK CONSIDERATIONS
The Fund invests in West Virginia Municipal Securities, which may be impacted by
economic and political developments in West Virginia. The West Virginia
Municipal Securities also include fixed-income investments. The value of these
securities will change in response to interest rate changes and other factors.
Before you invest, please read "More About the Funds" and "Investment Risks."

[ICON] TAX CONSIDERATIONS
Up to 100% of the Fund's assets may be invested in West Virginia Municipal
Securities and Municipal Securities the interest on which is subject to Federal
alternative minimum tax. Shareholders who are subject to the Federal alternative
minimum tax may have all or a portion of their income from the Fund subject to
Federal income tax. In addition, corporate shareholders will be required to take
the interest on Municipal Securities and West Virginia Municipal Securities into
account in determining their alternative minimum taxable income.

[ICON] FUND MANAGEMENT

David M. Sivinski, CFA, has served as the manager of the Fund since 1997. Prior
to that time, Mr. Sivinski managed a bank common trust fund with substantially
the same investment objectives as the Fund. Since 1994, Mr. Sivinski also has
managed the Ohio and Kentucky Municipal Bond Funds. Mr. Sivinski has managed the
Louisiana Municipal Bond Fund since 1996. Mr. Sivinski has been with Banc One
Investment Advisors or its affiliates since 1975, working primarily in fixed
income portfolio management and mortgage/asset backed research.



As of November, 1997, Thomas S. Albright has served as co-manager of the Fund.
From 1981 until its acquisition by BANC ONE CORPORATION in 1994, Mr. Albright
served as an investment officer and portfolio manager for individual client
portfolios and other investment accounts with Liberty National Bank and Trust
Company of Kentucky or its affiliates. Since 1994, Mr. Albright has been
employed by Banc One Investment Advisors where he has been responsible for the
management of individual client portfolios.


 SHAREHOLDER EXPENSES

<TABLE>
<CAPTION>
   SHAREHOLDER TRANSACTION EXPENSES (1)      CLASS A   CLASS B   CLASS C   FIDUCIARY CLASS
<S>                                          <C>       <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)         4.50%      none      none          none
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase
  price or redemption proceeds, as
  applicable)                                  none(2)  5.00%     1.00%          none
Redemption Fees                                none      none      none          none
Exchange Fees                                  none      none      none          none

ANNUAL OPERATING EXPENSES (3) (as a
  percentage of average daily net assets)
Investment Advisory Fees (after fee
  waiver) (4)                                  .40%      .40%      .40%          .40%
12b-1 Fees (after fee waiver) (5)              .25%      .90%      .90%          none
Other Expenses                                 .32%      .32%      .32%          .32%
Total Fund Operating Expenses (after fee
  waivers) (6)                                 .97%     1.62%     1.62%          .72%
</TABLE>

(1) If you buy or sell shares through a Shareholder Servicing Agent, you may be
    charged separate transaction fees by the Shareholder Servicing Agent. In
    addition, a $7.00 charge is deducted from redemption amounts paid by wire.
(2) Except for purchases of $1 million or more. Please see "Sales Charges."
(3) Expense information has been restated to reflect current fees.
(4) Without the fee waiver, Investment Advisory Fees would be .45% for all
    classes of shares.
(5) Due to 12b-1 fees, long-term Class A, Class B and Class C shareholders may
    pay more than the equivalent of the maximum front-end sales charges
    permitted by the rules of the National Association of Securities Dealers.
    Without the voluntary waiver of fees, 12b-1 fees would be .35% for Class A
    shares and 1.00% for Class B and Class C shares.
(6) Without the voluntary reduction of Investment Advisory and 12b-1 fees, Total
    Operating Expenses would be 1.12% for Class A shares, 1.77% for Class B
    shares, 1.77% for Class C shares and .77% for Fiduciary Class shares.

 EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                         $ 54       $  75       $  96        $159
Class A (without fee waivers)                   $ 56       $  79       $ 104        $175
Class B                                         $ 66       $  81       $ 108        $175
Class B (without fee waivers)                   $ 68       $  86       $ 116        $191
Class C                                         $ 26       $  51       $  88        $192
Class C ((without fee waivers)                  $ 28       $  56       $  96        $208
Fiduciary Class                                 $  7       $  23       $  40        $ 89
Fiduciary Class (without fee waiver)            $  8       $  25       $  43        $ 95
</TABLE>

Assuming no redemption at the end of each time period, 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                                         $ 54       $  75       $  96        $159
Class A (without fee waivers)                   $ 56       $  79       $ 104        $175
Class B                                         $ 16       $  51       $  88        $175
Class B (without fee waivers)                   $ 18       $  56       $  96        $191
Class C                                         $ 16       $  51       $  88        $192
Class C (without fee waivers)                   $ 18       $  56       $  96        $208
Fiduciary Class                                 $  7       $  23       $  40        $ 89
Fiduciary Class (without fee waiver)            $  8       $  25       $  43        $ 95
</TABLE>

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

These examples are designed to assist you in understanding the various costs and
expenses that may be directly or indirectly paid by investors in the Fund. THESE
EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
12

THE ONE GROUP(R) WEST VIRGINIA MUNICIPAL BOND FUND    FINANCIAL HIGHLIGHTS


The Financial Highlights are intended to help you understand the Fund's
financial performance for the past 10 years, or since inception, if less than 10
years. The total returns in the table represent the rate a shareholder would
have earned on an investment in the Fund (assuming reinvestment of all dividends
and distributions). This information has been derived from financial statements
audited by Coopers & Lybrand L.L.P., whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.


<TABLE>
<CAPTION>
                                                                                                                 JANUARY 20, 1997
                                                                                                                     THROUGH
                                                                                                                     JUNE 30,
                                                 FIDUCIARY                                                           1997(a)
<S>                                                                                                              <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                                                 $  10.00
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                                                                                  0.22
  Net realized and unrealized gains from investments                                                                     0.06
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                                                                         0.28
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                                                                                 (0.22)
- ---------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                                                                     (0.22)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                                                                       $  10.06
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                                                                                             2.84%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                                                                   $96,270
  Ratio of expenses to average net assets                                                                                0.59%(c)
  Ratio of net investment income to average net assets                                                                   5.04%(c)
  Ratio of expenses to average net assets*                                                                               0.67%(c)
  Ratio of net investment income to average net assets*                                                                  4.96%(c)
  Portfolio turnover(d)                                                                                                  6.21%
</TABLE>

* 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) Not
  annualized.  (c) Annualized.  (d) Portfolio turnover is calculated on the
  basis of the Fund as a whole without distinguishing among the classes of
  shares issued.

<TABLE>
<CAPTION>
                                                                                                                 JANUARY 20, 1997
                                                                                                                     THROUGH
                                                                                                                     JUNE 30,
                                                  CLASS A                                                            1997(a)
<S>                                                                                                              <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                                                 $  10.00
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                                                                                  0.16
  Net realized and unrealized gains from investments                                                                     0.15
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                                                                         0.31
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                                                                                 (0.16)
- ---------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                                                                     (0.16)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                                                                       $  10.15
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                                                                                     3.08%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                                                                     $ 808
  Ratio of expenses to average net assets                                                                                0.84%(c)
  Ratio of net investment income to average net assets                                                                   4.94%(c)
  Ratio of expenses to average net assets*                                                                               0.97%(c)
  Ratio of net investment income to average net assets*                                                                  4.81%(c)
  Portfolio turnover(d)                                                                                                  6.21%
</TABLE>

* 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) Not
  annualized.  (c) Annualized.  (d) Portfolio turnover is calculated on the
  basis of the Fund as a whole without distinguishing among the classes of
  shares issued.


<PAGE>
                                                                          13

THE ONE GROUP(R) WEST VIRGINIA MUNICIPAL BOND FUND    FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                                                 JANUARY 20, 1997
                                                                                                                     THROUGH
                                                                                                                     JUNE 30,
                                                  CLASS B                                                            1997(a)
<S>                                                                                                              <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                                                 $  10.00
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                                                                                  0.14
  Net realized and unrealized gains from investments                                                                     0.12
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                                                                         0.26
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                                                                                 (0.14)
- ---------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                                                                     (0.14)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                                                                       $  10.12
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                                                                                     2.64%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                                                                   $   614
  Ratio of expenses to average net assets                                                                                1.49%(c)
  Ratio of net investment income to average net assets                                                                   4.08%(c)
  Ratio of expenses to average net assets*                                                                               1.62%(c)
  Ratio of net investment income to average net assets*                                                                  3.95%(c)
  Portfolio turnover(d)                                                                                                  6.21%
</TABLE>

* 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) Not
  annualized.  (c) Annualized.  (d) Portfolio turnover is calculated on the
  basis of the Fund as a whole without distinguishing among the classes of
  shares issued.


<PAGE>
14

THE ONE GROUP(R)
LOUISIANA MUNICIPAL BOND FUND
[ICON] INVESTMENT OBJECTIVE
The Fund is a non-diversified fund that seeks current income both consistent
with the preservation of principal and exempt from Federal income tax and
Louisiana income tax.

[ICON] INVESTMENT STRATEGY
The Fund invests in investment grade municipal securities issued by or on behalf
of Louisiana and its authorities, political subdivisions, agencies and
instrumentalities, the interest on which, in the opinion of issuer's counsel, is
exempt from both Federal income tax and Louisiana state income tax ("Louisiana
Municipal Securities"). The Fund's average weighted maturity normally will be
between five and twenty years, although the Fund may invest in securities of any
maturity.

[ICON] PORTFOLIO SECURITIES
The Fund invests at least 80% of its net assets in Louisiana Municipal
Securities. This is a fundamental policy. The Fund also may hold up to 20% of
its total assets in cash or invest in municipal securities of other states
("Municipal Securities"), short-term taxable investments including repurchase
agreements, and U.S. Government Securities or other cash equivalents. The
securities in which the Fund invests may have fixed rates of return or floating
or variable rates. For a list of all securities in which the Fund may invest,
please read "Investment Practices."

[ICON] RISK CONSIDERATIONS
The Fund invests in Louisiana Municipal Securities, which may be impacted by
economic and political developments in Louisiana. The Louisiana Municipal
Securities also include fixed-income investments. The value of these securities
will change in response to interest rate changes and other factors. Before you
invest, please read "More About the Funds" and "Investment Risks."

[ICON] TAX CONSIDERATIONS
Up to 100% of the Fund's assets may be invested in Louisiana Municipal
Securities and Municipal Securities the interest on which is subject to Federal
alternative minimum tax. Shareholders who are subject to the Federal alternative
minimum tax may have all or a portion of their income from the Fund subject to
Federal income tax. In addition, corporate shareholders will be required to take
the interest on Municipal Securities and Louisiana Municipal Securities into
account in determining their alternative minimum taxable income.

[ICON] FUND MANAGEMENT

David M. Sivinski, CFA, has served as the manager of the Fund since February,
1996. Since 1994, Mr. Sivinski has also managed the Ohio and Kentucky Municipal
Bond Funds. Mr. Sivinski began managing the West Virginia Municipal Bond Fund in
1997. Mr. Sivinski has been with Banc One Investment Advisors or its affiliates
since 1975, working primarily in fixed income portfolio management and
mortgage/asset backed research.


 SHAREHOLDER EXPENSES

<TABLE>
<CAPTION>
   SHAREHOLDER TRANSACTION EXPENSES (1)      CLASS A   CLASS B   CLASS C   FIDUCIARY CLASS
<S>                                          <C>       <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)         4.50%      none      none          none
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase
  price or redemption proceeds, as
  applicable)                                  none(2)  5.00%     1.00%          none
Redemption Fees                                none      none      none          none
Exchange Fees                                  none      none      none          none

ANNUAL OPERATING EXPENSES (3) (as a
  percentage of average daily net assets)
Investment Advisory Fees (after fee
  waiver) (4)                                  .40%      .40%      .40%          .40%
12b-1 Fees (after fee waiver) (5)              .25%      .90%      .90%          none
Other Expenses                                 .32%      .32%      .32%          .32%
Total Fund Operating Expenses (after fee
  waivers) (6)                                 .97%     1.62%     1.62%          .72%
</TABLE>

(1) If you buy or sell shares through a Shareholder Servicing Agent, you may be
    charged separate transaction fees by the Shareholder Servicing Agent. In
    addition, a $7.00 charge is deducted from redemption amounts paid by wire.
(2) Except for purchases of $1 million or more. Please see "Sales Charges."
(3) Expense information has been restated to reflect current fees.
(4) Without the fee waiver, Investment Advisory Fees would be .60% for all
    classes of shares.
(5) Due to 12b-1 fees, long-term Class A, Class B and Class C shareholders may
    pay more than the equivalent of the maximum front-end sales charges
    permitted by the rules of the National Association of Securities Dealers.
    Without the voluntary waiver of fees, 12b-1 fees would be .35% for Class A
    shares and 1.00% for Class B and Class C shares.
(6) Without the voluntary reduction of Investment Advisory and 12b-1 fees, Total
    Operating Expenses would be 1.27% for Class A shares, 1.92% for Class B
    shares, 1.92% for Class C shares and .92% for Fiduciary Class shares.

 EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                         $ 54       $  75       $  96        $159
Class A (without fee waivers)                   $ 57       $  83       $ 112        $191
Class B                                         $ 66       $  81       $ 108        $175
Class B (without fee waivers)                   $ 69       $  90       $ 124        $207
Class C                                         $ 26       $  51       $  88        $192
Class C (without fee waivers)                   $ 29       $  60       $ 104        $224
Fiduciary Class                                 $  7       $  23       $  40        $ 89
Fiduciary Class (without fee waiver)            $  9       $  29       $  51        $113
</TABLE>

Assuming no redemption at the end of each time period, 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                                         $ 54       $  75       $  96        $159
Class A (without fee waivers)                   $ 57       $  83       $ 112        $191
Class B                                         $ 16       $  51       $  88        $175
Class B (without fee waivers)                   $ 19       $  60       $ 104        $207
Class C                                         $ 16       $  51       $  88        $192
Class C (without fee waivers)                   $ 19       $  60       $ 104        $224
Fiduciary Class                                 $  7       $  23       $  40        $ 89
Fiduciary Class (without fee waiver)            $  9       $  29       $  51        $113
</TABLE>

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

These examples are designed to assist you in understanding the various costs and
expenses that may be directly or indirectly paid by investors in the Fund. THESE
EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
                                                                           15

THE ONE GROUP(R) LOUISIANA MUNICIPAL BOND FUND    FINANCIAL HIGHLIGHTS


The Financial Highlights are intended to help you understand the Fund's
financial performance for the past 10 years or since inception, if less than 10
years. The total returns in the table represent the rate a shareholder would
have earned on an investment in the Fund (assuming reinvestment of all dividends
and distributions). This information has been derived from financial statements
audited by Coopers & Lybrand L.L.P., whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.

<TABLE>
<CAPTION>
                                                                                                 YEAR              MARCH 26, 1996
                                                                                                 ENDED                THROUGH
                                                                                               JUNE 30,               JUNE 30,
                                       FIDUCIARY                                                 1997                 1996(a)
<S>                                                                                          <C>                   <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                           $    9.93             $    10.00
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                                                             0.49                   0.13
  Net realized and unrealized gains (losses) from investments                                       0.17                  (0.07)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                                                    0.66                   0.06
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                                                            (0.49)                 (0.13)
- ---------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                                                (0.49)                 (0.13)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                                                 $   10.10             $     9.93
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                                                                        6.81%                0.90%(b)(c)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                                             $113,338             $136,041
  Ratio of expenses to average net assets                                                           0.62%                0.71%(d)
  Ratio of net investment income to average net assets                                              4.91%                4.76%(d)
  Ratio of expenses to average net assets*                                                          0.84%                0.86%(d)
  Ratio of net investment income to average net assets*                                             4.69%                4.61%(d)
  Portfolio turnover(e)                                                                            17.39%                 16.72%
</TABLE>

* 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 date reorganized as a fund of The One
  Group.  (b) Not annualized.  (c) Represents total return for Class A Shares
  from December 1, 1995 through March 25, 1996 plus total return for Fiduciary
  Shares for the period March 26, 1996 through June 30,
  1996.  (d) Annualized.  (e) Portfolio turnover is calculated on the basis of
  the Fund as a whole without distinguishing among the classes of shares issued.

<TABLE>
<CAPTION>
                                                SEVEN
                                  YEARS         MONTHS                             YEAR ENDED NOVEMBER 30,
                                ENDED JUNE    ENDED JUNE
                                   30,           30,             ------------------------------------------------------------
            CLASS A                1997        1996(a)         1995           1994           1993           1992           1991
<S>                             <C>           <C>           <C>            <C>            <C>            <C>            <C>
NET ASSET VALUE, BEGINNING OF
  PERIOD                        $    9.93     $   10.09     $    9.38      $   10.27      $    9.92      $    9.73      $    9.51
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income              0.47          0.24          0.50           0.49           0.52           0.55           0.56
  Net realized and unrealized
    gains (losses) from
    investments                      0.17         (0.16)         0.71          (0.79)          0.42           0.26           0.22
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment
  Activities                         0.64          0.08          1.21          (0.30)          0.94           0.82           0.78
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income             (0.47)        (0.24)        (0.50)         (0.49)         (0.52)         (0.55)         (0.56)
  Net realized gains                --            --            --             (0.10)         (0.07)         (0.07)         --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                 (0.47)        (0.24)        (0.50)         (0.59)         (0.59)         (0.62)         (0.56)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD  $   10.10     $    9.93     $   10.09      $    9.38      $   10.27      $    9.92      $    9.73
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales
  Charge)                            6.55%      0.84%(b)        13.11%        (2.97)%          9.65%          8.64%          8.45%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period
    (000)                         $48,498       $53,479      $206,119       $196,820       $196,534       $135,692        $88,503
  Ratio of expenses to average
    net assets                       0.87%      0.69%(c)         0.62%          0.65%          0.62%          0.58%          0.61%
  Ratio of net investment
    income to average net
    assets                           4.66%      4.71%(c)         5.07%          4.97%          5.07%          5.70%          5.86%
  Ratio of expenses to average
    net assets*                      1.19%      0.86%(c)         0.77%          0.80%          0.78%          0.83%          0.86%
  Ratio of net investment
    income to average net
    assets*                          4.34%      4.54%(c)         4.92%          4.82%          4.91%          5.45%          5.61%
  Portfolio turnover(d)             17.39%        16.72%        28.00%         24.00%         25.00%         32.00%         35.00%
</TABLE>

* During the period certain fees were voluntarily reduced. If such voluntary fee
  reductions had not occurred, the ratios would have been as
  indicated.  (a) Upon reorganizing as a fund of The One Group, the Paragon
  Louisiana Tax-Free Fund became the Louisiana Municipal Bond Fund. Financial
  highlights for the periods prior to March 26, 1996 represents the Paragon
  Louisiana Tax-Free Fund. The per share data for the periods prior to March 26,
  1996 have been restated to reflect the impact of restatement of net asset
  value from $10.67 to $10.00 effective March 26, 1996.  (b) Not
  annualized.  (c) Annualized.  (d) Portfolio turnover is calculated on the
  basis of the Fund as a whole without distinguishing among the classes of
  shares issued.


<PAGE>
16

THE ONE GROUP(R) LOUISIANA MUNICIPAL BOND FUND    FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                               SEVEN
                                                               YEAR            MONTHS              Year             September 16,
                                                              ENDED            ENDED              ended             1994 through
                                                             JUNE 30,         JUNE 30,         November 30,         November 30,
                          CLASS B                              1997           1996(a)              1995                1994(b)
<S>                                                          <C>              <C>              <C>                  <C>
NET ASSET VALUE, BEGINNING OF PERIOD                         $   9.93         $  10.09           $   9.36              $  9.73
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                          0.40             0.21               0.42                 0.08
  Net realized and unrealized gains (losses) from
    investments                                                  0.17           (0.16)               0.73                (0.37)
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                 0.57             0.05               1.15                (0.29)
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                        (0.40)           (0.21)              (0.42)               (0.08)
- ---------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                            (0.40)           (0.21)              (0.42)               (0.08)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                               $  10.10         $   9.93           $  10.09              $  9.36
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                            5.87%         0.48%(c)              12.52%               2.94%(c)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                           $3,835        $3,223                 $2,115                $204
  Ratio of expenses to average net assets                       1.51%         1.50%(d)               1.37%               1.41%(d)
  Ratio of net investment income to average net assets          4.02%         3.98%(d)               4.27%               4.45%(d)
  Ratio of expenses to average net assets*                      1.85%         1.70%(d)               1.52%               1.56%(d)
  Ratio of net investment income to average net assets*         3.68%         3.78%(d)               4.12%               4.30%(d)
  Portfolio turnover(e)                                        17.39%           16.72%              28.00%               24.00%
</TABLE>

* During the period certain fees were voluntarily reduced. If such voluntary fee
  reductions had not occurred, the ratios would have been as
  indicated.  (a) Upon reorganizing as a fund of The One Group, the Paragon
  Louisiana Tax-Free Fund became the Louisiana Municipal Bond Fund. Financial
  highlights for the periods prior to March 26, 1996 represents the Paragon
  Louisiana Tax-Free Fund. The per share data for the periods prior to March 26,
  1996 have been restated to reflect the impact of restatement of net asset
  value from $10.70 to $10.00 effective March 26, 1996.  (b) Class B Shares
  commenced offering on September 16, 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.

<PAGE>
                                                                            17
THE ONE GROUP(R)
OHIO MUNICIPAL BOND FUND
[ICON] INVESTMENT OBJECTIVE
The Fund is a non-diversified fund that seeks current income exempt from Federal
income tax and Ohio personal income tax, consistent with the preservation of
principal.

[ICON] INVESTMENT STRATEGY
The Fund invests in debt securities issued by or on behalf of Ohio and its
respective authorities, political subdivisions, agencies and instrumentalities,
the interest on which, in the opinion of issuer's counsel, is exempt from
Federal income tax and Ohio personal income tax ("Ohio Municipal Securities").
Generally, the Fund's average weighted maturity will be between five and twenty
years, although the Fund may invest in securities of any maturity.

[ICON] PORTFOLIO SECURITIES
The Fund invests at least 80% of its total assets in Ohio Municipal Securities.
This is a fundamental policy. The Fund also may invest up to 20% of its total
assets in bonds and notes of states (other than Ohio) as well as of territories
and possessions of the United States, including the District of Columbia, and
their respective authorities, agencies, instrumentalities, and political
subdivisions, the interest on which, in the opinion of issuer's counsel, is
exempt from Federal income tax ("Municipal Securities"). The securities in which
the Fund invests may have fixed rates of return or floating or variable rates.
For a list of all securities in which the Fund may invest, please read
"Investment Practices."

[ICON] RISK CONSIDERATIONS
The Fund invests in Ohio Municipal Securities, which may be impacted by economic
and political developments in Ohio. The Ohio Municipal Securities also include
fixed-income investments. The value of these securities will change in response
to interest rate changes and other factors. Before you invest, please read "More
About the Funds" and "Investment Risks."

[ICON] TAX CONSIDERATIONS
Up to 100% of the Fund's assets may be invested in Ohio Municipal Securities and
Municipal Securities the interest on which is subject to Federal alternative
minimum tax. Shareholders who are subject to the Federal alternative minimum tax
may have all or a portion of their income from the Fund subject to Federal
income tax. In addition, corporate shareholders will be required to take the
interest on Municipal Securities and Ohio Municipal Securities into account in
determining their alternative minimum taxable income.

[ICON] FUND MANAGEMENT

David M. Sivinski, CFA, has served as the manager of the Fund since May, 1994.
Since 1994, Mr. Sivinski also has managed the Kentucky Municipal Bond Fund. Mr.
Sivinski began managing the Louisiana Municipal Bond Fund in 1996 and the West
Virginia Municipal Bond Fund in 1997. Mr. Sivinski has been with Banc One
Investment Advisors or its affiliates since 1975, working primarily in fixed
income portfolio management and mortgage/asset-backed research.


 SHAREHOLDER EXPENSES

<TABLE>
<CAPTION>
   SHAREHOLDER TRANSACTION EXPENSES (1)      CLASS A   CLASS B   CLASS C   FIDUCIARY CLASS
<S>                                          <C>       <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)         4.50%      none      none          none
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase
  price or redemption proceeds, as
  applicable)                                  none(2)  5.00%     1.00%          none
Redemption Fees                                none      none      none          none
Exchange Fees                                  none      none      none          none

ANNUAL OPERATING EXPENSES (3) (as a
  percentage of average daily net assets)
Investment Advisory Fees (after fee
  waiver) (4)                                  .30%      .30%      .30%          .30%
12b-1 Fees (after fee waiver) (5)              .25%      .90%      .90%          none
Other Expenses                                 .32%      .32%      .32%          .32%
Total Fund Operating Expenses (after fee
  waivers) (6)                                 .87%     1.52%     1.52%          .62%
</TABLE>

(1) If you buy or sell shares through a Shareholder Servicing Agent, you may be
    charged separate transaction fees by the Shareholder Servicing Agent. In
    addition, a $7.00 charge is deducted from redemption amounts paid by wire.
(2) Except for purchases of $1 million or more. Please see "Sales Charges."
(3) Expense information has been restated to reflect current fees.
(4) Without the fee waiver, Investment Advisory Fees would be .60% for all
    classes of shares.
(5) Due to 12b-1 fees, long-term Class A, Class B and Class C shareholders may
    pay more than the equivalent of the maximum front-end sales charges
    permitted by the rules of the National Association of Securities Dealers.
    Without the voluntary waiver of fees, 12b-1 fees would be .35% for Class A
    shares and 1.00% for Class B and Class C shares.
(6) Without the voluntary reduction of Investment Advisory and 12b-1 fees, Total
    Operating Expenses would be 1.27% for Class A shares, 1.92% for Class B
    shares, 1.92% for Class C shares and .92% for Fiduciary Class shares.

 EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                         $ 53       $  72       $  91        $147
Class A (without fee waivers)                   $ 57       $  83       $ 112        $191
Class B                                         $ 65       $  78       $ 103        $164
Class B (without fee waivers)                   $ 69       $  90       $ 124        $207
Class C                                         $ 25       $  48       $  83        $181
Class C (without fee waivers)                   $ 29       $  60       $ 104        $224
Fiduciary Class                                 $  6       $  20       $  35        $ 77
Fiduciary Class (without fee waiver)            $  9       $  29       $  51        $113
</TABLE>

Assuming no redemption at the end of each time period, 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                                         $ 53       $  72       $  91        $147
Class A (without fee waivers)                   $ 57       $  83       $ 112        $191
Class B                                         $ 15       $  48       $  83        $164
Class B (without fee waivers)                   $ 19       $  60       $ 104        $207
Class C                                         $ 15       $  48       $  83        $181
Class C (without fee waivers)                   $ 19       $  60       $ 104        $224
Fiduciary Class                                 $  6       $  20       $  35        $ 77
Fiduciary Class (without fee waiver)            $  9       $  29       $  51        $113
</TABLE>

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

These examples are designed to assist you in understanding the various costs and
expenses that may be directly or indirectly paid by investors in the Fund. THESE
EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
18

THE ONE GROUP(R) OHIO MUNICIPAL BOND FUND    FINANCIAL HIGHLIGHTS


The Financial Highlights are intended to help you understand the Fund's
financial performance for the past 10 years, or since inception if less than 10
years. The total returns in the table represent the rate a shareholder would
have earned on an investment in the Fund (assuming reinvestment of all dividends
and distributions). This information has been derived from financial statements
audited by Coopers & Lybrand L.L.P., whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.


<TABLE>
<CAPTION>
                                                                           YEARS ENDED JUNE 30,
                                               ---------------------------------------------------------------------------
              FIDUCIARY                    1997            1996            1995            1994            1993          1992(c)
<S>                                     <C>             <C>             <C>             <C>             <C>             <C>
NET ASSET VALUE, BEGINNING OF PERIOD    $   10.69       $   10.65       $   10.58       $   11.11       $   10.48       $   10.00
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                      0.56            0.56            0.55            0.51            0.54            0.56
  Net realized and unrealized gains
    (losses) from investments                0.19            0.04            0.07           (0.50)           0.62            0.47
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities             0.75            0.60            0.62            0.01            1.16            1.03
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                     (0.56)          (0.56)          (0.55)          (0.52)          (0.53)          (0.55)
  In excess of net realized gains           --              --              --              (0.02)          --              --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                         (0.56)          (0.56)          (0.55)          (0.54)          (0.53)          (0.55)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD          $   10.88       $   10.69       $   10.65       $   10.58       $   11.11       $   10.48
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return                                 7.22%           5.69%           6.07%           0.07%          11.43%          10.64%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)      $133,172         $80,611         $79,993         $93,261         $74,792         $45,199
  Ratio of expenses to average net
    assets                                   0.54%           0.57%           0.58%           0.53%           0.55%        0.63%(b)
  Ratio of net investment income to
    average net assets                       5.24%           5.17%           5.29%           4.76%           5.14%        5.61%(b)
  Ratio of expenses to average net
    assets*                                  0.84%           0.95%           0.91%           0.86%           0.94%        1.21%(b)
  Ratio of net investment income to
    average net assets*                      4.94%           4.79%           4.96%           4.43%           4.75%        5.03%(b)
  Portfolio turnover(a)                      7.45%          24.61%          77.69%          16.77%          26.67%        9.78%
</TABLE>

* During the period certain fees were voluntarily reduced. If such voluntary fee
  reductions had not occurred, the ratios would have been as
  indicated.  (a) Portfolio turnover is calculated on the basis of the Fund as a
  whole without distinguishing among the classes of shares
  issued.  (b) Annualized.  (c) Fund commenced operation on July 2, 1991.

<TABLE>
<CAPTION>
                                                                           YEARS ENDED JUNE 30,
                                               ---------------------------------------------------------------------------
               CLASS A                     1997            1996            1995            1994            1993          1992(c)
<S>                                     <C>             <C>             <C>             <C>             <C>             <C>
NET ASSET VALUE, BEGINNING OF PERIOD    $   10.72       $   10.68       $   10.61       $   11.13       $   10.48       $   10.29
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                      0.54            0.55            0.53            0.50            0.52            0.20
  Net realized and unrealized gains
    (losses) from investments                0.19            0.03            0.07           (0.48)           0.64            0.21
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities             0.73            0.58            0.60            0.02            1.16            0.41
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                     (0.54)          (0.54)          (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                         (0.54)          (0.54)          (0.53)          (0.54)          (0.51)          (0.22)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD          $   10.91       $   10.72       $   10.68       $   10.61       $   11.13       $   10.48
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)         6.95%           5.44%           5.79%         (0.05)%          11.40%       10.85%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)       $16,114         $16,507         $12,006         $14,883         $13,092          $41
  Ratio of expenses to average net
    assets                                   0.79%           0.82%           0.82%           0.78%           0.77%        1.01%(b)
  Ratio of net investment income to
    average net assets                       4.96%           4.92%           5.01%           4.63%           4.85%        5.16%(b)
  Ratio of expenses to average net
    assets*                                  1.19%           1.30%           1.25%           1.21%           1.25%        1.40%(b)
  Ratio of net investment income to
    average net assets*                      4.56%           4.44%           4.58%           4.20%           4.37%        4.77%(b)
  Portfolio turnover(a)                      7.45%          24.61%          77.69%          16.77%          26.67%        9.78%
</TABLE>

* During the period certain fees were voluntarily reduced. If such voluntary fee
  reductions had not occurred, the ratios would have been as
  indicated.  (a) Portfolio turnover is calculated on the basis of the Fund as a
  whole without distinguishing among the classes of shares
  issued.  (b) Annualized.  (c) Class A Shares commenced offering on February
  18, 1992.


<PAGE>
                                                                           19

THE ONE GROUP(R) OHIO MUNICIPAL BOND FUND    FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                           YEARS ENDED JUNE 30,
                                                                            -------------------------------------------------
                             CLASS B                                       1997            1996            1995          1994(a)
<S>                                                                     <C>             <C>             <C>             <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                    $   10.79       $   10.75       $   10.68       $   11.31
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                                      0.47            0.48            0.43            0.17
  Net realized and unrealized gains (losses) from investments                0.19            0.03            0.07           (0.62)
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                             0.66            0.51            0.50           (0.45)
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                                     (0.47)          (0.47)          (0.43)          (0.17)
  In excess of net investment income                                        --              --              --              (0.01)
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                         (0.47)          (0.47)          (0.43)          (0.18)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                          $   10.98       $   10.79       $   10.75       $   10.68
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                                         6.26%           4.79%           5.17%      (4.02)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                       $14,316          $8,854          $3,209          $2,043
  Ratio of expenses to average net assets                                    1.44%           1.47%           1.48%        1.28%(c)
  Ratio of net investment income to average net assets                       4.33%           4.27%           4.40%        4.23%(c)
  Ratio of expenses to average net assets*                                   1.84%           1.95%           1.91%        1.68%(c)
  Ratio of net investment income to average net assets*                      3.93%           3.79%           3.97%        3.83%(c)
  Portfolio turnover(d)                                                      7.45%          24.61%          77.69%          16.77%
</TABLE>

* 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 B Shares commenced offering on January 14,
  1994.  (b) Not annualized.  (c) Annualized.  (d) Portfolio turnover is
  calculated on the basis of the Fund as a whole without distinguishing among
  the classes of shares issued.


<PAGE>
20

THE ONE GROUP(R)
KENTUCKY MUNICIPAL BOND FUND
[ICON] INVESTMENT OBJECTIVE
The Fund is a non-diversified fund that seeks current income exempt from Federal
income tax and Kentucky personal income tax, consistent with the preservation of
principal.

[ICON] INVESTMENT STRATEGY
The Fund invests in debt securities issued by or on behalf of Kentucky and its
respective authorities, political subdivisions, agencies and instrumentalities,
the interest on which, in the opinion of issuer's counsel, is exempt from
Kentucky personal income tax ("Kentucky Municipal Securities"), as well as debt
securities that, in the opinion of issuer's counsel, produce interest that is
exempt from Federal income tax ("Municipal Securities"). Generally, the Fund's
average weighted maturity will be between five and twenty years, although the
Fund may invest in securities of any maturity.

[ICON] PORTFOLIO SECURITIES
The Fund invests at least 80% of its total assets in Municipal Securities.
Alternatively, the Fund invests its assets so that at least 80% of its annual
interest income is exempt from Federal income tax. The Fund invests at least 65%
of its total assets in Kentucky Municipal Securities. Each of these investment
policies are fundamental. The Fund may also invest up to 35% of its total assets
in bonds and notes of states (other than Kentucky) as well as of territories and
possessions of the United States, including the District of Columbia, and their
respective authorities, agencies, instrumentalities, and political subdivisions,
the interest on which is exempt from Federal income tax. The securities in which
the Fund invests may have fixed rates of return or floating or variable rates.
For a list of all securities in which the Fund may invest, please read
"Investment Practices."

[ICON] RISK CONSIDERATIONS
The Fund invests in Kentucky Municipal Securities, which may be impacted by
economic and political developments in Kentucky. The Fund's investments also
include fixed-income investments. The value of these securities will change in
response to interest rate changes and other factors. Before you invest, please
read "More About the Funds" and "Investment Risks."

[ICON] TAX CONSIDERATIONS
Up to 100% of the Fund's assets may be invested in Kentucky Municipal Securities
and Municipal Securities the interest on which is subject to Federal alternative
minimum tax. Shareholders who are subject to the Federal alternative minimum tax
may have all or a portion of their income from the Fund subject to Federal
income tax. In addition, corporate shareholders will be required to take the
interest on Municipal Securities and Kentucky Municipal Securities into account
in determining their alternative minimum taxable income.

[ICON] FUND MANAGEMENT

David M. Sivinski, CFA, has served as the manager of the Fund since December,
1994. Mr. Sivinski also has managed the Ohio Municipal Bond Fund since 1994. Mr.
Sivinski has managed the West Virginia Municipal Bond Fund since 1997 and the
Louisiana Municipal Bond Fund since 1996. Mr. Sivinski has been with Banc One
Investment Advisors or its affiliates since 1975, working primarily in fixed
income portfolio management and mortgage/asset-backed research.



As of November, 1997 Thomas S. Albright has served as co-manager of the Fund.
From 1981 until its acquisition by BANC ONE CORPORATION in 1994, Mr. Albright
served as an investment officer and portfolio manager for individual client
portfolios and other investment accounts with Liberty National Bank and Trust
Company of Kentucky or its affiliates. Since 1994, Mr. Albright has been
employed by Banc One Investment Advisors where he has been responsible for the
management of individual client portfolios.


 SHAREHOLDER EXPENSES

<TABLE>
<CAPTION>
   SHAREHOLDER TRANSACTION EXPENSES (1)      CLASS A   CLASS B   CLASS C   FIDUCIARY CLASS
<S>                                          <C>       <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)         4.50%      none      none          none
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase
  price or redemption proceeds, as
  applicable)                                  none(2)  5.00%     1.00%          none
Redemption Fees                                none      none      none          none
Exchange Fees                                  none      none      none          none

ANNUAL OPERATING EXPENSES (3) (as a
  percentage of average daily net assets)
Investment Advisory Fees (after fee
  waiver) (4)                                  .40%      .40%      .40%          .40%
12b-1 Fees (after fee waiver) (5)              .25%      .90%      .90%          none
Other Expenses                                 .32%      .32%      .32%          .32%
Total Fund Operating Expenses (after fee
  waivers) (6)                                 .97%     1.62%     1.62%          .72%
</TABLE>

(1) If you buy or sell shares through a Shareholder Servicing Agent, you may be
    charged separate transaction fees by the Shareholder Servicing Agent. In
    addition, a $7.00 charge is deducted from redemption amounts paid by wire.
(2) Except for purchases of $1 million or more. Please see "Sales Charges."
(3) Expense Information has been restated to reflect current fees.
(4) Without the fee waiver, Investment Advisory Fees would be .45% for all
    classes of shares.
(5) Due to 12b-1 fees, long-term Class A, Class B and Class C shareholders may
    pay more than the equivalent of the maximum front-end sales charges
    permitted by the rules of the National Association of Securities Dealers.
    Without the voluntary waiver of fees, 12b-1 fees would be .35% for Class A
    shares and 1.00% for Class B and Class C shares.
(6) Without the voluntary reduction of Investment Advisory and 12b-1 fees, Total
    Operating Expenses would be 1.12% for Class A shares, 1.77% for Class B
    shares, 1.77% for Class C shares and .77% for Fiduciary Class shares.

 EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                         $ 54       $  75       $  96        $159
Class A (without fee waivers)                   $ 56       $  79       $ 104        $175
Class B                                         $ 66       $  81       $ 108        $175
Class B (without fee waivers)                   $ 68       $  86       $ 116        $191
Class C                                         $ 26       $  51       $  88        $192
Class C (without fee waivers)                   $ 28       $  56       $  96        $207
Fiduciary Class                                 $  7       $  23       $  40        $ 89
Fiduciary Class (without fee waiver)            $  8       $  25       $  43        $ 95
</TABLE>

Assuming no redemption at the end of each time period, 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                                         $ 54       $  75       $  96        $159
Class A (without fee waivers)                   $ 56       $  79       $ 104        $175
Class B                                         $ 16       $  51       $  88        $175
Class B (without fee waivers)                   $ 18       $  56       $  96        $191
Class C                                         $ 16       $  51       $  88        $192
Class C (without fee waivers)                   $ 18       $  56       $  96        $208
Fiduciary Class                                 $  7       $  23       $  40        $ 89
Fiduciary Class (without fee waiver)            $  8       $  25       $  43        $ 95
</TABLE>

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

These examples are designed to assist you in understanding the various costs and
expenses that may be directly or indirectly paid by investors in the Fund. THESE
EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
                                                                           21

THE ONE GROUP(R) KENTUCKY MUNICIPAL BOND FUND    FINANCIAL HIGHLIGHTS


The Financial Highlights are intended to help you understand the Fund's
financial performance for the past 10 years or since inception, if less than 10
years. Certain information reflects financial results for a single Fund share.
The total returns in the table represent the rate a shareholder would have
earned on an investment in the Fund (assuming reinvestment of all dividends and
distributions). This information has been derived from financial statements
audited by Coopers & Lybrand L.L.P., whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.


<TABLE>
<CAPTION>
                                                    YEAR            YEAR          JANUARY 20,       FEBRUARY 1,        MARCH 12,
                                                    ENDED           ENDED           1995 TO          1994, TO          1993, TO
                                                  JUNE 30,        JUNE 30,         JUNE 30,         JANUARY 19,       JANUARY 31,
                   FIDUCIARY                        1997            1996            1995(a)           1995(b)         1994(b)(c)
<S>                                               <C>             <C>             <C>               <C>               <C>
NET ASSET VALUE, BEGINNING OF PERIOD              $   10.04       $    9.92        $    9.49         $   10.45         $   10.00
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                0.50            0.50             0.20              0.41              0.36
  Net realized and unrealized gains (losses)
    from investments                                   0.16            0.12             0.43             (0.95)             0.43
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                       0.66            0.62             0.63             (0.54)             0.79
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                              (0.50)          (0.50)            (0.20)            (0.42)            (0.34)
- ---------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                  (0.50)          (0.50)            (0.20)            (0.42)            (0.34)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                    $   10.20       $   10.04        $    9.92         $    9.49         $   10.45
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                          6.74%           6.35%          6.56%(d)        (5.17)%(d)          8.05%(d)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)               $116,830        $30,300         $32,520           $41,953           $64,663
  Ratio of expenses to average net assets             0.59%           0.68%          0.65%(e)          1.03%(e)          0.70%(e)
  Ratio of net investment income to average net
    assets                                            5.12%           4.60%          4.70%(e)          4.27%(e)          4.19%(e)
  Ratio of expenses to average net assets*            0.72%           1.02%          0.97%(e)          1.05%(e)          0.91%(e)
  Ratio of net investment income to average net
    assets*                                           4.99%           4.26%          4.38%(e)          4.25%(e)          3.98%(e)
  Portfolio turnover(f)                              13.30%          16.78%            19.75%            10.00%             5.00%
</TABLE>

* 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 date reorganized as a fund of The One
  Group.  (b) Prior to reorganizing as a fund of The One Group, the Fund offered
  only one class of shares.  (c) Period from commencement of
  operations.  (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>
<CAPTION>
                                                                                     YEAR              YEAR           JANUARY 20,
                                                                                     ENDED             ENDED            1995 TO
                                                                                   JUNE 30,          JUNE 30,          JUNE 30,
                                  CLASS A                                            1997              1996             1995(a)
<S>                                                                               <C>               <C>               <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                               $   10.05         $    9.93         $    9.49
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                                                 0.48              0.44              0.19
  Net realized and unrealized gains from investments                                    0.16              0.12              0.44
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                                        0.64              0.56              0.63
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                                                (0.48)            (0.44)            (0.19)
- ---------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                                    (0.48)            (0.44)            (0.19)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                                     $   10.21         $   10.05         $    9.93
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                                                    6.46%             5.70%          5.66%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                                $   5,554         $   8,178            $8,818
  Ratio of expenses to average net assets                                               0.84%             0.93%          0.90%(c)
  Ratio of net investment income to average net assets                                  4.66%             4.35%          4.44%(c)
  Ratio of expenses to average net assets*                                              1.04%             1.37%          1.33%(c)
  Ratio of net investment income to average net assets*                                 4.46%             3.91%          4.01%(c)
  Portfolio turnover(d)                                                                13.30%            16.78%            19.75%
</TABLE>

* 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 date reorganized as a fund of The One
  Group.  (b) Not annualized.  (c) Annualized.  (d) Portfolio turnover is
  calculated on the basis of the Fund as a whole without distinguishing among
  the classes of shares issued.


<PAGE>
22

THE ONE GROUP(R) KENTUCKY MUNICIPAL BOND FUND    FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                     YEAR              YEAR            MARCH 16,
                                                                                     ENDED             ENDED            1995 TO
                                                                                   JUNE 30,          JUNE 30,          JUNE 30,
                                  CLASS B                                            1997              1996             1995(a)
<S>                                                                               <C>               <C>               <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                               $    9.99         $    9.87         $    9.75
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities:
  Net investment income                                                                 0.41              0.38              0.14
  Net realized and unrealized gains from investments                                    0.16              0.13              0.12
- ---------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                                        0.57              0.51              0.26
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                                                                (0.41)            (0.39)            (0.14)
- ---------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                                    (0.41)            (0.39)            (0.14)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                                     $   10.15         $    9.99         $    9.87
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                                                    5.81%             5.16%          2.63%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                                   $2,399            $1,457            $79
  Ratio of expenses to average net assets                                               1.47%             1.58%          1.58%(c)
  Ratio of net investment income to average net assets                                  4.05%             3.70%          3.89%(c)
  Ratio of expenses to average net assets*                                              1.70%             2.02%          2.21%(c)
  Ratio of net investment income to average net assets*                                 3.82%             3.26%          3.25%(c)
  Portfolio turnover(d)                                                                13.30%            16.78%         19.75%
</TABLE>

* 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 B Shares commenced offering on March 16, 1995.  (b) Not
  annualized.  (c) Annualized.  (d) Portfolio turnover is calculated on the
  basis of the Fund as a whole without distinguishing among the classes of
  shares issued.


<PAGE>

                              MORE ABOUT THE FUNDS

                                                                              23

WHEN THE PROSPECTUS REFERS TO "BONDS", WHAT TYPES OF INVESTMENTS ARE INCLUDED?

"Bonds" include debt instruments issued by the U.S. Treasury, U.S. Government
agencies, mortgage related securities, municipalities and zero coupon
obligations as well as debt instruments issued by states and their respective
authorities, political subdivisions, agencies and instrumentalities.

PORTFOLIO QUALITY
- ----------------------------------------------------

The Funds only purchase securities that meet certain rating criteria:

- - Municipal Securities that are bonds must be rated as investment grade.

- - Arizona Municipal Securities, West Virginia Municipal Securities, Louisiana
  Municipal Securities, Ohio Municipal Securities, and Kentucky Municipal
  Securities that are bonds must be rated as investment grade.

- - Other securities such as tax-exempt commercial paper, notes, and variable
  demand obligations must be rated in one of the two highest investment grade
  categories.

- - The Louisiana Municipal Bond Fund may also invest in short-term tax-exempt
  municipal securities rated at least MIG3 (VMIG3) by Moody's or SP-2 by S&P.
  These securities may have speculative characteristics.

If the securities are unrated, Banc One Investment Advisors must determine that
they are of comparable quality to rated securities. Banc One Investment Advisors
will look at a security's rating at the time of investment. For more information
about ratings, please see "Description of Ratings" in the Appendix.

ILLIQUID INVESTMENTS
- ----------------------------------------------------

Each Fund may invest up to 15% of its net assets in illiquid investments. A
security is illiquid if it cannot be sold at approximately the value assessed by
the Fund within seven (7) days. Banc One Investment Advisors will follow
guidelines adopted by The One Group Board of Trustees in determining whether an
investment is illiquid.

SPECIAL RISK
CONSIDERATIONS
- ----------------------------------------------------


FIXED INCOME SECURITIES: Investments in fixed income securities (for example,
bonds) will increase or decrease in value based on changes in interest rates. If
rates increase, the value of a Fund's investments generally declines. On the
other hand, if rates fall, the value of the investments generally increases. The
value of your investment in a Fund will increase and decrease as the value of a
Fund's investments increase and decrease. While securities with longer duration
and maturities tend to produce higher yields, they also are subject to greater
fluctuations in value when interest rates change. Usually, changes in the value
of fixed income securities will not affect cash income generated, but may affect
the value of your investment.


DERIVATIVES: Some of the Funds invest in securities that are considered to be
derivatives. These securities may be more volatile than other investments. These
include:

- - options

- - futures contracts

- - options on futures contracts

- - mortgage-backed securities, including collateralized mortgage obligations and
  Real Estate Mortgage Investment Conduits (CMOs and REMICs) and stripped
  mortgage-backed securities (IOs and POs)

- - structured instruments

- - swaps, caps and floors

- - new financial products

- - inverse floating rate instruments

Derivatives may be riskier than traditional investments.

NON-DIVERSIFIED FUNDS: All of the Funds (except the Intermediate Tax-Free Bond
Fund and the Municipal Income Fund) are "non-diversified" funds. This means that
the Funds may invest a more significant portion of their assets in the
securities of a single issuer than can a "diversified" fund. In addition, the
Funds' investments are concentrated geographically. These concentrations
increase the risk of loss to the Funds if an issuer fails to make interest or
principal payments or if the market value of a security declines.


MUNICIPAL SECURITIES: Because the Arizona Municipal Bond Fund, the West Virginia
Municipal Bond Fund, the Louisiana Municipal Bond Fund, the Ohio Municipal Bond
Fund, and the Kentucky Municipal Bond Fund are not diversified and because they
concentrate in securities of Arizona, West Virginia, Louisiana, Ohio and
Kentucky issuers, respectively, certain factors may have a disproportionate
negative effect on the Funds' investments. These factors may include certain
economic conditions, constitutional amendments, legislative measures, executive
orders, administrative regulations and voter initiatives. For instance, the Ohio
economy relies to a significant degree on manufacturing. As a result, economic
activity in Ohio tends to be cyclical, which may affect the market value of Ohio
Municipal Securities or the ability of issuers to make timely payments of
interest and principal. Similarly, coal mining and related industries are an
important part of the West Virginia economy. Increased government regulation


<PAGE>

                     HOW TO DO BUSINESS WITH THE ONE GROUP

24

and a reduced demand for coal has adversely affected that industry. The
Louisiana economy, like that of West Virginia, is heavily dependent on a single
industry, in this case energy (oil and gas). Louisiana continues to recover from
the oil price declines of the mid-1980's, although its debt burden is well above
that of other states, while wealth and income indicators are below the national
average. Both West Virginia and Louisiana post unemployment rates above the
national average.

Arizona's population growth continues to outpace the national average. However,
this growth is expensive and Arizona's economic outlook depends on its ability
to match long-term revenues with expenditures. In addition, Arizona's continued
growth depends to some extent on its ability to manage its water resources.

Unlike the municipal securities of most states, nearly all Kentucky Municipal
Securities are not general obligations of the issuer; rather, payment depends on
revenues generated by the property financed by the security.

For a more complete description of the risks of investing in state specific
securities, please see the Statement of Additional Information.

PURCHASING
FUND SHARES
- ----------------------------------------------------

WHERE CAN I BUY SHARES?

You may purchase Fund shares from the following sources:

- - The One Group Services Company, and

- - Shareholder Servicing Agents. These include investment advisors, brokers,
  financial planners, banks, insurance companies, retirement or 401(k) plan
  sponsors, or other intermediaries. Shares purchased this way will be held for
  you by the Shareholder Servicing Agent.

WHEN CAN I BUY SHARES?

- - Purchases may be made on any business day. This includes any day that the
  Funds are open for business, other than weekends and the following holidays:
  New Years Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday,
  Memorial Day, Independence Day, Labor Day, Thanksgiving, and Christmas.

- - Purchase requests received by The One Group Services Company before 4 p.m.
  EST, will be effective that day.

- - Purchase orders may be cancelled by the Fund's Custodian, State Street Bank
  and Trust Company, if it does not receive "federal funds" by 4:00 p.m. EST (i)
  on the business day after the order is placed if you are buying Fiduciary
  Class shares, and (ii) on the third business day if you are purchasing Class
  A, Class B or Class C shares.

- - If your shares are held by a Shareholder Servicing Agent, it is the
  responsibility of the Shareholder Servicing Agent to send your purchase or
  redemption order to the Fund. Your Shareholder Servicing Agent may have an
  earlier cut-off time for purchase and redemption requests.

- - The One Group Services Company can reject a purchase order if it does not
  think that it is in the best interests of a Fund and/or its shareholders to
  accept the order.

- - Shares are electronically recorded. Therefore, certificates will not be
  issued.

WHAT KIND OF SHARES CAN I BUY?

The One Group offers the following classes of shares:

- - Class A, Class B and Class C shares are available to the general public.

- - Fiduciary Class shares are available to institutional investors and any
  organization authorized to act in a fiduciary, advisory, custodial or agency
  capacity. We will refer to these entities as "Intermediaries."

- - If you intend to hold your shares six or more years, Class B shares may be
  appropriate for you. If you intend to hold your shares for less than six
  years, you may want to consider Class A or Class C shares.

HOW MUCH DO SHARES COST?

- - Shares are sold at net asset value ("NAV") plus a sales charge, if any.

- - Each class of shares in each Fund has a different NAV. This is primarily
  because each class has different distribution expenses.

- - NAV per share is calculated by dividing the total market value of a Fund's
  investments and other assets allocable to a class (minus class expenses) by
  the number of outstanding shares in that class.

- - A Fund's NAV changes every day. NAV is calculated each business day at 4:00
  p.m. EST.

HOW DO I OPEN AN ACCOUNT?

1. Read the prospectus carefully, and select the Fund or Funds most appropriate
   for you.

2. Decide how much you want to invest.

   - The minimum initial investment is $1,000 ($100 for employees of BANC ONE
     CORPORATION and its affiliates).

   - Subsequent investments must be at least $100 ($25 for employees of BANC ONE
     CORPORATION and its affiliates).

   - You may purchase no more than $250,000 of Class B shares at one time.

<PAGE>

                                                                              25

   - The One Group Services Company may waive these minimums.

3. Complete the Account Application Form. Be sure to sign up for all of the
   Account privileges that you plan to take advantage of. Doing so now means
   that you will not have to complete additional paperwork later.

4. Send the completed application and a personal check (unless you choose to pay
   by wire or bank transfer) payable to "The One Group" to:

   State Street Bank and Trust Company
   c/o The One Group
   P.O. Box 8500
   Boston, MA 02266-8500

5. All checks should be in U.S. dollars. Third party checks will not be
   accepted. Redemptions from a Fund will not be permitted for ten (10) calendar
   days if purchases are made by check or under the Systematic Investment Plan
   (see below).

6. If you purchase shares through a Shareholder Servicing Agent, you may be
   required to complete additional forms or follow additional procedures. You
   should contact your Shareholder Servicing Agent regarding purchases,
   exchanges and redemptions.

7. If you have any questions, contact your Shareholder Servicing Agent or call
   The One Group Services Company at 1-800-480-4111.

CAN I PURCHASE SHARES OVER THE TELEPHONE?

Yes. Simply select this option on your Account Application Form and then:

- - Contact your Shareholder Servicing Agent or The One Group Services Company at
  1-800-480-4111 to relay your purchase instructions.

- - Send a personal check made payable to "The One Group" to State Street Bank and
  Trust Company (see address above), authorize a bank transfer or initiate a
  wire transfer.

- - The One Group uses reasonable procedures to confirm that instructions given by
  telephone are genuine. These procedures include recording telephone
  instructions and asking for personal identification. If these procedures are
  followed, The One Group will not be responsible for any loss, liability, cost
  or expense of acting upon unauthorized or fraudulent instructions; you bear
  the risk of loss.


- - You may revoke your right to make purchases over the telephone by sending a
  letter to:


  State Street Bank and Trust Company
  c/o The One Group
  P.O. Box 8500
  Boston, MA 02266-8500

CAN I AUTOMATICALLY INVEST ON A
SYSTEMATIC BASIS?

Yes. After your Account is established, you may purchase additional Class A,
Class B and Class C shares by making automatic monthly investments from your
bank account. The minimum initial investment is still $1,000, but minimum
automatic additions are only $25. The One Group Services Company may waive these
minimums. To establish a Systematic Investment Plan:

- - Select the "Systematic Investment Plan" option on the Account Application
  Form.

- - Provide the necessary information about the bank account from which your
  investments will be made.

- - Shares purchased under a Systematic Investment Plan may not be redeemed for
  ten (10) calendar days.

- - The One Group currently does not charge for this service, but may impose a
  charge in the future. However, your bank may impose a charge for debiting your
  bank account.


- - You may revoke your right to make systematic investments by sending a letter
  to:


  State Street Bank and Trust Company
  c/o The One Group
  P.O. Box 8500
  Boston, MA 02266-8500

CONVERSION FEATURE

Your Class B shares automatically convert to Class A shares after eight years
(measured from the end of the month in which they were purchased).

- - After conversion, your shares will be subject to the lower distribution and
  shareholder servicing fees charged on Class A shares

- - You will not be assessed any sales charges or fees for conversion of shares,
  nor will you be subject to any tax.

- - Because the share price of the Class A shares may be higher than that of the
  Class B shares at the time of conversion, you may receive fewer Class A
  shares; however, the dollar value will be the same.

- - If you have exchanged Class B shares of one Fund for Class B shares of
  another, the time you held the shares in each Fund will be added together.

SALES CHARGES
- ----------------------------------------------------


The One Group Services Company compensates Shareholder Servicing Agents who sell
shares of The One Group. Compensation comes from: sales charges, 12b-1 fees and
payments by The One Group Services Company from its own resources. The One Group
Services Company, at its own expense, also will provide promotional incentives
in the form of travel expenses, lodging and bonuses to licensed individuals who
sell shares of the Funds, as well as vacation trips (including lodging at luxury
resorts), tickets to entertainment events, and merchandise.


<PAGE>

26

 CLASS A SHARES

This table shows the amount of sales charge you pay and the commissions paid to

<TABLE>
<CAPTION>
Shareholder Servicing Agents.
                       SALES CHARGE AS A %
                         OF THE OFFERING       SALES CHARGE AS A %     COMMISSION AS A %
AMOUNT OF PURCHASE            PRICE            OF YOUR INVESTMENT      OF OFFERING PRICE
<S>                    <C>                     <C>                     <C>
Less than $100,000            4.50%                   4.71%                  4.05%
$100,000-$249,999             3.50%                   3.63%                  3.05%
$250,000-$499,999             2.50%                   2.56%                  2.05%
$500,000-$999,999             2.00%                   2.04%                  1.60%
$1,000,000*                   0.00%                   0.00%                  0.00%
</TABLE>

*  If you purchase $1 million or more of Class A shares and are not assessed a
   sales charge at the time of purchase, you will be charged the equivalent of
   1% of the purchase price if you redeem any or all of the Class A shares
   within one year of purchase.

 CLASS B SHARES

Class B shares are offered at NAV, without any up-front sales charges. However,
if you redeem these shares within six years of the purchase date, you will be
assessed a Contingent Deferred Sales Charge ("CDSC") according to the following

<TABLE>
<CAPTION>
schedule:
                          CDSC AS A % OF DOLLAR
YEARS SINCE PURCHASE     AMOUNT 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%
     more than 6              0.00%
</TABLE>

The One Group Services Company pays a commission of 4.00% of the original
purchase price to Shareholder Servicing Agents who sell Class B shares.

 CLASS C SHARES

Class C shares are offered at NAV, without any up-front sales charge. However,
if you redeem your shares within one year of the purchase date, you will be

<TABLE>
<CAPTION>
assessed a CDSC as follows:
                          CDSC AS A % OF DOLLAR
YEARS SINCE PURCHASE     AMOUNT SUBJECT TO CHARGE
<S>                      <C>
         0-1                  1.00%
  After first year            None
</TABLE>

Shareholder Servicing Agents selling Class C shares receive a commission of
1.00% of the original purchase price from The One Group Services Company.

How the CDSC is Calculated

- - The Fund assumes that all purchases made in a given month were made on the
  first day of the month.

- - The CDSC is based on the current market value or the original cost of the
  shares, whichever is less.

- - A sales charge is not imposed on increases in NAV above the initial purchase
  price, nor is a sales charge assessed on shares acquired through reinvestment
  of dividends or capital gains distributions.

- - To keep your CDSC as low as possible, the Fund first will redeem any shares in
  your account that carry no CDSC, starting with Class A shares. After that, the
  Fund will redeem the shares you have held for the longest time and thus have
  the lowest CDSC.

<PAGE>

                                                                              27

12B-1 FEES

12b-1 fees are paid by The One Group to The One Group Services Company as
compensation for its services and expenses. The One Group Services Company in
turn pays all or part of the 12b-1 fee to Shareholder Servicing Agents that sell
shares of The One Group.

- - The 12b-1 fees vary by share class as follows:

   1. Class A shares pay a 12b-1 fee of .35% of the average daily net assets of
      the Fund, which is currently being waived to .25%.

   2. Class B and Class C shares pay a 12b-1 fee of 1.00% of the average daily
      net assets of the Fund, which is currently being waived to .90%. This will
      cause expenses for Class B and Class C shares to be higher and dividends
      to be lower than for Class A shares.

   3. There are no 12b-1 fees for Fiduciary Class shares.

- - 12b-1 fees, together with the CDSC, help The One Group Services Company sell
  Class B and Class C shares without an "up-front" sales charge by defraying the
  costs of advancing brokerage commissions and other expenses paid to
  Shareholder Servicing Agents.

- - The One Group Services Company may use up to .25% of the fees for shareholder
  servicing and up to .75% for distribution. During the last fiscal year, The
  One Group Services Company received 12b-1 fees totaling .25% and 1.00% of the
  average daily net assets of Class A and Class B shares, respectively.

- - The One Group Services Company may pay 12b-1 fees to its affiliates and to
  Banc One Investment Advisors and its affiliates (or any sub-advisor) for
  brokerage and other agency transactions.

SALES CHARGE
REDUCTIONS
AND WAIVERS
- ----------------------------------------------------

REDUCING YOUR CLASS A SALES CHARGES

There are several ways you can reduce the sales charges you pay on Class A
shares:

1. Right of Accumulation: You may add the market value of any Class A, Class B
   or Class C shares of a Fund (except a money market fund) that you (and your
   spouse and minor children) already own of any One Group Fund (except a money
   market fund) to the amount of your next Class A purchase for purposes of
   calculating the sales charge. An Intermediary also may take advantage of this
   option.

2. Letter of Intent: With an initial investment of $2,000, you may purchase
   Class A shares of one or more Funds over the next 13 months and pay the same
   sales charge that you would have paid if all shares were purchased at once. A
   percentage of your investment will be held in escrow until the full amount
   covered by the Letter of Intent has been invested.

To take advantage of the accumulation privilege or letter of intent, complete
the appropriate section of your fund application, or contact your Shareholder
Servicing Agent. To determine if you are eligible for the accumulation
privilege, contact The One Group Services Company at 1-800-480-4111. These
programs may be terminated or amended at any time.

WAIVER OF THE CLASS A SALES CHARGE

No sales charge is imposed on Class A shares of the Funds if the shares were:

1. Bought with the reinvestment of dividends and capital gains distributions.

2. Acquired in exchange for other Fund shares if a comparable sales charge has
   been paid for the exchanged shares.

3. Bought by officers, directors or trustees, retirees and employees (and their
   spouses and immediate family members) of:

   - The One Group.

   - BANC ONE CORPORATION and its subsidiaries and affiliates.

   - The One Group Services Company and its subsidiaries and affiliates.

   - State Street Bank and Trust Company and its subsidiaries and affiliates.

   - Broker/dealers who have entered into dealer agreements with The One Group
     and their subsidiaries and affiliates.

   - An investment sub-advisor of a fund of The One Group and such sub-advisor's
     subsidiaries and affiliates.

4. Bought by:

   - Affiliates of BANC ONE CORPORATION and certain accounts (other than IRA
     Accounts) for which an Intermediary acts in a fiduciary, advisory, agency,
     custodial or similar capacity.

   - 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 One Group
     Services Company.

   - Retirement and deferred compensation plans and trusts used to fund those
     plans, including, but not limited to, those defined in Sections 401(a),
     403(b) or 457 of the Internal Revenue Code and "rabbi trusts."

<PAGE>

28

   - Shareholder Servicing Agents who have a dealer arrangement with The One
     Group Services Company, 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 Shareholder Servicing
     Agents who place trades their own accounts if the accounts are linked to
     the master account of such Shareholder Servicing Agent.

5. Bought with proceeds from the sale of Fiduciary Class shares of a Fund of The
   One Group or acquired in an exchange of Fiduciary Class shares of a Fund for
   Class A shares of the same Fund, but only if the purchase is made within 60
   days of the sale or distribution.

6. Bought with proceeds from the sale of shares of a mutual fund (other than a
   fund of The One Group) for which a sales charge was paid, but only if the
   purchase is made within 60 days of the sale or distribution.

7. Bought in an IRA with the proceeds of a distribution from an employee benefit
   plan, but only if the purchase is made within 60 days of the sale or
   distribution and, at the time of the distribution, the employee benefit plan
   had plan assets invested in a Fund of The One Group.

8. Bought with assets of The One Group.

9. Bought in connection with plans of reorganizations of a Fund, such as
   mergers, asset acquisitions and exchange offers to which a Fund is a party.

The waivers described in (5), (6) and (7) above will not continue indefinitely
and may be discontinued at any time without notice.

WAIVER OF THE CLASS B SALES CHARGE

No sales charge is imposed on redemptions of Class B shares of the Funds:

1. Provided that you withdraw no more than 10% of the account value annually.

2. If you buy the shares in connection with certain retirement plans, such as
   401(k) and similar qualified plans.

3. If you are a participant or beneficiary of certain retirement plans and you
   die or become disabled (as defined in the Tax Code), but only if the
   redemption is made within one year of such death or disability.

4. That represent a minimum required distribution from an IRA Account or other
   qualifying retirement plan, but only if you are at least age 70 1/2.

5. Bought in connection with plans of reorganizations of a Fund, such as
   mergers, asset acquisitions and exchange offers to which a Fund is a party.

6. Acquired in exchange for Class B shares of other Funds of The One Group.

WAIVER OF THE CLASS C SALES CHARGE

No sales charge is imposed on redemptions of Class C shares of the Funds:

1. Provided that you withdraw no more than 10% of the account value annually.

2. If you buy the shares in connection with certain retirement plans, such as
   401(k) and similar qualified plans.

3. If you are a participant or beneficiary of certain retirement plans and you
   die or become disabled (as defined in the Tax Code), but only if the
   redemption is made within one year of such death or disability.

4. That represent a minimum required distribution from an IRA Account or other
   qualifying retirement plan, but only if you are at least age 70 1/2.

5. Bought in connection with plans of reorganizations of a Fund, such as
   mergers, asset acquisitions and exchange offers to which a Fund is a party.

6. Acquired in exchange for Class C shares of other Funds of The One Group.

To take advantage of any of these sales charge waivers, you must qualify for
such waiver in advance. To see if you qualify, contact The One Group Services
Company at 1-800-480-4111 or your Shareholder Servicing Agent.

EXCHANGING
FUND SHARES
- ----------------------------------------------------

WHAT ARE MY EXCHANGE PRIVILEGES?

You may make the following exchanges:

- - Fiduciary Class shares of a Fund may be exchanged for Class A shares of that
  Fund or for Class A or Fiduciary Class shares of another Fund of The One
  Group.

- - Class A shares of a Fund may be exchanged for Fiduciary Class shares of that
  Fund or for Class A or Fiduciary Class shares of another Fund of The One
  Group, but only if you are eligible to purchase those shares.

- - Class B shares of a Fund may be exchanged for Class B shares of another Fund
  of The One Group.

- - Class C shares of a Fund may be exchanged for Class C shares of another Fund
  of The One Group.

The One Group does not charge a fee for this privilege. In addition, The One
Group may change the terms and conditions of your exchange privileges upon 60
days written notice.

<PAGE>

                                                                              29

WHEN ARE EXCHANGES PROCESSED?

Exchanges are processed the same business day they are received, provided:

- - State Street Bank and Trust Company receives the request by 4:00 p.m. EST.

- - You have provided The One Group with all of the information necessary to
  process the exchange.

- - You have received a current prospectus of the Fund or Funds in which you wish
  to invest.

- - You have contacted your Shareholder Servicing Agent, if necessary.

DO I PAY A SALES CHARGE ON AN EXCHANGE?

Generally, you will not pay a sales charge on an exchange. However:

- - You will pay a sales charge if you own Fiduciary Class shares of a Fund and
  you want to exchange those shares for Class A shares, unless you qualify for a
  sales charge waiver (see above).

- - You will pay a sales charge if you bought Class A shares of a Fund:

   1. That does not charge a sales charge and you want to exchange them for
      shares of a Fund that does, in which case you would pay the sales charge
      applicable to the Fund into which you are exchanging.

   2. That charged a lower sales charge than the Fund into which you are
      exchanging, in which case you would pay the difference between that Fund's
      sales charge and all other sales charges you have already paid.

- - If you exchange Class B or Class C shares of a Fund, you will not pay a sales
  charge at the time of the exchange, however:

   1. Your new Class B or Class C shares will be subject to the higher CDSC of
      either the Fund from which you exchanged, the Fund into which you
      exchanged, or any Fund from which you previously exchanged.

   2. The current holding period for your exchanged Class B or Class C shares is
      carried over to your new shares.

ARE EXCHANGES TAXABLE?

Generally:

- - An exchange between classes of shares of the same Fund is not taxable.

- - An exchange between Funds is considered a sale and generally results in a
  capital gain or loss for Federal income tax purposes.

- - You should talk to your tax advisor before making an exchange.

ARE THERE LIMITS ON EXCHANGES?

Yes. The exchange privilege is not intended as a way for you to speculate on
short-term movements in the market. Therefore:

- - To prevent disruptions in the management of the Funds, The One Group limits
  excessive exchange activity.

- - Exchange activity is excessive if it EXCEEDS TWO SUBSTANTIVE EXCHANGE
  REDEMPTIONS (WITHIN 30 DAYS OF EACH OTHER) WITHIN A TWELVE MONTH PERIOD.


- - In addition, The One Group reserves the right to reject any exchange request
  (even those that are not excessive) if the Fund reasonably believes that the
  exchange will result in excessive transaction costs or otherwise adversely
  affect other shareholders.


REDEEMING
FUND SHARES
- ----------------------------------------------------

WHEN CAN I REDEEM SHARES?

- - You may redeem all or some of your shares on any day that the Funds are open
  for business.

- - Redemption requests received by The One Group Services Company before 4 p.m.
  EST will be effective that day.

HOW DO I REDEEM SHARES?

- - Unless you have selected the telephone option on your Account Application
  Form, you must send a written redemption request to your Shareholder Servicing
  Agent, if applicable, or State Street Bank and Trust Company at the following
  address:
  The One Group
  c/o State Street Bank and Trust Company
  P.O. Box 8500
  Boston, MA 02266-8500

- - All requests for redemptions from IRA accounts must be in writing.

- - You may request redemption forms by calling The One Group Services Company at
  1-800-480-4111.

- - State Street Bank and Trust Company may require that the signature on your
  redemption request be guaranteed by a commercial bank, a member of a domestic
  stock exchange, or a member of the Securities Transfer Association Medallion
  Program or the Stock Exchange Medallion Program, unless:

   1. the redemption is for $50,000 worth of shares or less;

   2. the redemption is payable to the shareholder of record; and

   3. the redemption check is mailed to the shareholder at the record address.

<PAGE>

30

- - On the Account Application Form you may elect to have the redemption proceeds
  mailed or wired to:


   1. a designated commercial bank; or


   2. State Street Bank and Trust Company or your Shareholder Servicing Agent.


- - State Street Bank and Trust Company may charge you a wire redemption fee. The
  current charge is $7.00.


- - Your redemption proceeds will be paid within seven days after receipt of the
  redemption request.

WHAT WILL MY SHARES BE WORTH?

- - If you own Class A and Fiduciary Class shares and the Fund receives your
  redemption request by 4:00 p.m. EST, you will receive that day's NAV.

- - If you own Class B or Class C shares and the Fund receives your redemption
  request by 4:00 p.m. EST, you will receive that day's NAV, minus the amount of
  any applicable CDSC.

CAN I REDEEM BY TELEPHONE?

Yes, if you selected this option on your Account Application Form.

- - Call your Shareholder Servicing Agent or State Street Bank and Trust Company
  at 1-800-480-4111 to relay your redemption request.

- - Your redemption proceeds will be mailed or wired to the commercial bank
  account you designated on your Account Application Form.

- - State Street Bank and Trust Company may charge you a wire redemption fee. The
  current charge is $7.00.

- - The One Group uses reasonable procedures to confirm that instructions given by
  telephone are genuine. These procedures include recording telephone
  instructions and asking for personal identification. If these procedures are
  followed, The One Group will not be responsible for any loss, liability, cost
  or expense of acting upon unauthorized or fraudulent instructions; you bear
  the risk of loss.

CAN I REDEEM ON A SYSTEMATIC BASIS?

If you have an account value of at least $10,000 you may elect to receive
monthly, quarterly or annual payments of not less than $100 each.

- - Select the "Systematic Withdrawal Plan" option on the Account Application
  Form.

- - Specify the amount you wish to receive and the frequency of the payments.

- - You may designate a person other than yourself as the payee.

- - There is no charge for this service.

- - If you select this option, please keep in mind that:

   1. It may not be in your best interest to buy additional Class A shares while
      participating in a Systematic Withdrawal Plan. This is because Class A
      shares have an up-front sales charge.

   2. If you own Class B or Class C shares, you or your designated payee may
      receive systematic payments provided the payments are limited to no more
      than 10% of your account value annually, measured from the date the
      redemption request is received.

   3. If the amount of the systematic payment exceeds the income earned by your
      account since the previous payment under the Systematic Withdrawal Plan,
      payments will be made by redeeming some of your shares. This will reduce
      the amount of your investment.

ADDITIONAL INFORMATION REGARDING REDEMPTIONS

- - All redemptions will be for cash.

- - If you redeem shares for which you paid by check, and The One Group has not
  yet received payment on the check, The One Group will delay forwarding your
  redemption proceeds for 10 or more days until payment has been collected from
  your bank.

- - Because of the high cost of handling small investments, The One Group will
  automatically redeem shares in accounts which, because of shareholder
  redemptions, have values of less than $1,000. No sales charges will be
  assessed and you will be given 60 days to make additional investments in the
  Fund to increase the value of your account to at least $1,000.

- - The One Group may suspend your ability to redeem, or will redeem your shares
  involuntarily, when it seems appropriate to do so in light of its
  responsibilities under the Federal securities laws. The Statement of
  Additional Information offers more details about this process.

<PAGE>

                            SHAREHOLDER INFORMATION

                                                                              31

VOTING RIGHTS
- ----------------------------------------------------

The Funds do not hold annual shareholder meetings, but may hold special
meetings. The special meetings are held, for example, to elect or remove
Trustees, change a Fund's fundamental investment objective, or approve an
investment advisory contract.

As a Fund shareholder, you have one vote for each share that you own. Each Fund,
and each class of shares within each Fund, vote separately on matters relating
solely to that Fund or class, or which affect that Fund or class differently.
However, all shareholders will have equal voting rights on matters that affect
all shareholders equally.
BANC ONE CORPORATION (100 East Broad Street, Columbus, Ohio, 43271), through its
affiliates, may be deemed for purposes of the Investment Company Act of 1940 to
control the Funds. This is because as of August 5, 1997, BANC ONE CORPORATION or
its affiliates possessed the power to vote substantially all of the Fiduciary
Class shares of the Funds.

On that same date, the following shareholders owned 25% or more of Class A,
Class B and Class C shares of the Funds. As a consequence, they are considered

<TABLE>
<CAPTION>
to be controlling persons of these classes of the Funds.

                                                                                 PERCENTAGE OF      TYPE OF
            NAME AND ADDRESS                           FUND/CLASS                  OWNERSHIP       OWNERSHIP
  <S>                                      <C>                                   <C>               <C>
  Dean Witter Reynolds                     Arizona Municipal Bond Fund               32.61%          Record
  FBO Theodore Cesarano                    Class A
  4617 E. Bernell Drive
  Phoenix, AZ 85028-5520
  The One Group Services Company           Arizona Municipal Bond Fund               50.00%          Record
  Fund Administration                      Class B
  3435 Stelzer Road
  Columbus, Ohio 43219-6004
  Dean Witter Funds Processing Account     Arizona Municipal Bond Fund               50.00%          Record
  5 World Trade Center 6th Floor           Class C
  New York, NY 10048-0205
  Dean Witter for the Benefit of           West Virginia Municipal Bond Fund         61.58%          Record
    Stephen A. Lewis                       Class A
  3720 Noves Ave.
  5 World Trade Center 6th Floor
  New York, NY 10048-0205
</TABLE>

DIVIDEND POLICIES
- ----------------------------------------------------

DIVIDENDS

The Funds generally declare dividends daily. Dividends are distributed on the
first business day of each month. Capital gains, if any, for all Funds are
distributed at least annually.

The Funds pay dividends and distributions on a per-share basis. This means that
the value of your shares will be reduced by the amount of the payment. If you
purchase shares shortly before the record date for a dividend or the
distribution of capital gains, you will pay the full price for the shares and
receive some portion of the price back as a taxable dividend or distribution.

Dividends payable on Fiduciary Class shares will be more than those payable on
other classes of shares. This is because Class A, Class B and Class C shares
have higher distribution expenses.

DIVIDEND REINVESTMENT

You automatically will receive all income dividends and capital gain
distributions in additional shares of the same Fund and class, unless you have
elected to take such payment in cash. The price of the shares is the NAV
determined immediately following the dividend record date. Reinvested dividends
and distributions receive the same tax treatment as dividends and distributions
paid in cash.

If you want to change the way in which you receive dividends and distributions,
you must write to State Street Bank & Trust Company at P.O. Box 8500, Boston, MA
02266-8500, at least 15 days prior to the distribution. The change is effective
upon receipt by State Street.

SPECIAL DIVIDEND RULES FOR CLASS B SHARES

Class B shares received as dividends and capital gains distributions will be
accounted for separately. Each time any Class B shares (other than those in the
sub-account) convert to Class A shares, a percentage of the Class B shares in
the sub-account will also convert to Class A shares. (See "Conversion Feature.")

<PAGE>

32

TAX TREATMENT
OF THE FUNDS
- ----------------------------------------------------

TAX STATUS OF THE FUND

Each Fund intends to qualify as a "regulated investment company" for Federal
income tax purposes. If the Funds qualify, as they have in the past, they will
pay no federal income tax on the earnings they distribute to shareholders.

TAX TREATMENT
OF SHAREHOLDERS
- ----------------------------------------------------

TAXATION OF SHAREHOLDER TRANSACTIONS

A sale, exchange, or redemption of Fund shares generally will produce either a
taxable gain or a loss. You are responsible for any tax liabilities generated by
your transactions.

FEDERAL TAXATION OF DISTRIBUTIONS

EXEMPT-INTEREST DIVIDENDS. If, at the close of each quarter of its taxable year,
at least 50% of the value of a Fund's assets consists of obligations the
interest on which is excludable from gross income, the Fund may pay
"exempt-interest dividends" to you. Generally, exempt-interest dividends are
excludable from gross income. However:

1. If you receive Social Security or Railroad Retirement benefits, you may be
   taxed on a portion of such benefits if you receive exempt-interest dividends
   from the Funds.

2. Receipt of exempt-interest dividends may result in liability for Federal
   alternative minimum tax and for state and local taxes, both for individual
   and corporate shareholders.

INTEREST ON PRIVATE ACTIVITY BONDS: The Municipal Income Fund, the Arizona
Municipal Bond Fund, the West Virginia Municipal Bond Fund, the Kentucky
Municipal Bond Fund, the Louisiana Municipal Bond Fund and the Ohio Municipal
Bond Fund may invest as much as 100% of their assets in municipal securities
issued to finance private activities the interest on which is a tax preference
item for purposes of the Federal alternative minimum tax ("Private Activity
Bonds"). The Intermediate Tax-Free Bond Fund may invest as much as 20% of its
assets in such Private Activity Bonds. As a result, Fund shareholders who are
subject to the Federal alternative minimum tax may have all or a portion of
their income from those Funds subject to Federal income tax. Additionally,
corporate shareholders will be required to take the interest on municipal
securities (including municipal securities of each Fund's respective state) into
account in determining their alternative minimum taxable income. Persons who are
substantial users of facilities financed by private activity bonds or who are
"related persons" of such substantial users should consult their tax advisors
before investing in the Funds.

INVESTMENT INCOME AND CAPITAL GAINS DIVIDENDS. Each Fund will distribute
substantially all of its net investment income (including net short-term capital
gains) on at least an annual basis. Dividends you receive from a Fund, other
than "exempt-interest dividends," will be taxable to you, whether reinvested or
received in cash. Dividends from a Fund's net investment income, if any, will be
taxable as ordinary income and capital gains dividends will be taxable to you as
such, regardless of how long you have held the shares.

Dividends paid in January, but declared in October, November or December of the
previous year, will be considered to have been paid the previous December.

STATE AND LOCAL TAXATION OF DISTRIBUTIONS: Dividends that are derived from the
Funds' investments in U.S. government obligations may not be entitled to the
exemptions from state and local taxes that would be available if you purchased
U.S. government obligations directly.

The funds will notify you annually of the percentage of income and distributions
derived from U.S. government obligations. Unless otherwise discussed below,
investment income and capital gains dividends may be subject to state and local
taxes.

LOUISIANA TAXES: Distributions from the Louisiana Municipal Bond Fund, which are
derived from interest on tax-exempt obligations of the State of Louisiana or its
political subdivisions and certain obligations of the United States or its
territories, are exempt from Louisiana income tax.

ARIZONA TAXES: Exempt-interest dividends from the Arizona Municipal Bond Fund,
which are derived from interest on tax-exempt obligations of the State of
Arizona and its political subdivisions are exempt from Arizona income tax. Other
distributions from the Fund, including those related to long-term and short-term
capital gains, will be subject to Arizona income tax. Arizona law does not
permit a deduction for interest paid or accrued on indebtedness incurred or
continued to purchase or carry obligations, the interest on which is exempt from
Arizona income tax.

WEST VIRGINIA TAXES: Distributions from the West Virginia Bond Fund, which are
derived from interest or dividends on obligations or a securities of a West
Virginia state or local governmental body, generally are exempt from West
Virginia income tax. In addition, you will not pay that tax on the portion of
your income from the Fund which represents interest or dividends received from
the

<PAGE>

                                                                              33

Fund on obligations or securities of the United States and some of its
authorities, commissions or instrumentalities.

KENTUCKY TAXES: Dividends received from the Kentucky Municipal Bond Fund which
are derived from interest on Kentucky Municipal Securities are exempt from the
Kentucky individual income tax. Dividends paid from interest earned on
securities that are merely guaranteed by the Federal government, repurchase
agreements collateralized by U.S. government obligations, or from interest
earned on obligations of other states are not exempt from Kentucky individual
income tax. Any distributions of net short-term and net long-term capital gain
earned by the Fund are includable in each Shareholder's Kentucky adjusted gross
income as dividend income and long-term capital gain, respectively, and are both
taxed at ordinary income tax rates.

OHIO TAXES: Dividends received from the Ohio Municipal Bond Fund which are
derived from interest on Ohio Municipal Securities are exempt from the Ohio
personal income tax. In addition, gain from the sale or transfer of certain Ohio
Municipal Securities is also exempt from Ohio income tax. Certain Ohio
municipalities may have retained the right to tax dividends from the Fund.
Corporate investors must include the Fund shares in the corporation's tax base
for purposes of the Ohio franchise tax net worth computation, but not for the
net income computation.

TAX INFORMATION

The Form 1099 that is mailed to you every January details your dividends and
their federal tax category. Even though the Funds provide you with this
information, you are responsible for verifying your tax liability with your tax
professional. For additional tax information see the Statement of Additional
Information. Please note that this tax discussion is general in nature; no
attempt has been made to present a complete explanation of the Federal, state,
local or foreign tax treatment of the Funds or their shareholders.

SHAREHOLDER INQUIRIES
- ----------------------------------------------------

If you have any questions or need additional information, please write The One
Group Services Company at 3435 Stelzer Road, Columbus, OH 43219 or call
1-800-480-4111.

   REPORTING

   In March and September you will receive a financial report from The One
   Group. In addition, The One Group will periodically send you proxy
   statements and other reports.

<PAGE>

                    ORGANIZATION AND MANAGEMENT OF THE FUNDS
                                   FUND NAME

34

THE FUNDS
Each Fund is a series of The One Group, an open-end management investment
company. The One Group currently consists of 40 separate Funds. Seven of the
Funds are described in this prospectus; the other Funds are described in
separate prospectuses. Two of the Funds described in this prospectus are
diversified, and five of the Funds described in this prospectus are
non-diversified. Each Fund is supervised by the Board of Trustees.

THE BOARD OF TRUSTEES

The Trustees oversee the management and administration of the Funds. The
Trustees are responsible for making major decisions about each Fund's investment
objectives and policies, but delegate the day-to-day administration of the Funds
to the officers of The One Group.

THE ADVISOR

Banc One Investment Advisors makes the day-to-day investment decisions for the
Funds and continuously reviews, supervises and administers the Funds' investment
programs. Banc One Investment Advisors has served as investment advisor to The
One Group since 1993. Prior to that time, The One Group was advised by
affiliates of Banc One Investment Advisors. In addition to The One Group, Banc
One Investment Advisors serves as investment advisor to other mutual funds and
individual, corporate, charitable and retirement accounts. As of June 30, 1997,
Banc One Investment Advisors, an indirect, wholly-owned subsidiary of BANC ONE
CORPORATION, managed over $47 billion in assets.

For the fiscal year ended June 30, 1997, the Funds paid investment advisory fees

<TABLE>
<CAPTION>
at the following rates:
                                                           Annual Rate As Percentage
                                                          of Average Daily Net Assets
<S>      <C>                                              <C>
         The One Group(R) Intermediate Tax-Free Bond
         Fund                                                         .39%
         The One Group(R) Municipal Income Fund                       .35%
         The One Group(R) Arizona Municipal Bond Fund                 .34%
         The One Group(R) West Virginia Municipal Bond
         Fund                                                         .29%
         The One Group(R) Louisiana Municipal Bond Fund               .37%
         The One Group(R) Ohio Municipal Bond Fund                    .30%
         The One Group(R) Kentucky Municipal Fund                     .36%
</TABLE>

THE DISTRIBUTOR

The One Group Services Company, 3435 Stelzer Road, Columbus, Ohio 43219, a
wholly-owned subsidiary of The BISYS Group, Inc., markets the Funds and
distributes shares through selling brokers, financial institutions, investment
advisors, and other financial representatives.

THE ADMINISTRATOR AND SUB-ADMINISTRATOR

The One Group Services Company also serves as the Funds' administrator. The One
Group Services Company is responsible for responding to shareholder inquiries
and requests for information, as well as providing regulatory reporting and
compliance. For these services, The One Group Services Company receives a fee
based on the total assets of The One Group. For the first $1.5 billion in One
Group assets, The One Group Services Company receives an annual fee of .20% of
each Fund's average daily net assets. The annual rate declines to .18% on assets
up to $2 billion, and to .16% when assets exceed $2 billion. The fee is
calculated daily and paid monthly. Some Funds are not included in the
calculations. Banc One Investment Advisors, the Sub-Administrator, provides
office space, equipment, and facilities, as well as legal and regulatory
support.

THE TRANSFER AGENT, CUSTODIAN AND SUB-CUSTODIAN

State Street Bank and Trust Company, P.O. Box 8500, Boston, MA 02266-8500 or
your Shareholder Servicing Agent, if appropriate, handles shareholder
recordkeeping and statements, distributes dividends, and processes buy and sell
requests. As the Funds' custodian, State Street holds the Funds' assets, settles
all portfolio trades and assists in calculating the Funds' net asset values.
Bank One Trust Company, N.A. serves as sub-custodian in connection with the
Funds' securities lending activities under an agreement with State Street Bank
and Trust company and Bank One Trust Company, N.A. Bank One Trust Company, N.A.
is paid a fee by the Funds for this service.

<PAGE>

           DETAILS ABOUT THE FUNDS' INVESTMENT PRACTICES AND POLICIES

                                                                              35

INVESTMENT PRACTICES

The Funds invest in a variety of securities and employ a number of investment
techniques. Each security and technique involves certain risks. What follows is
a list of the securities and techniques utilized by the Funds, as well as the
risks inherent in their use. Fixed income securities are primarily influenced by
market, credit and prepayment risks, although certain securities may be subject
to additional risks. For a more complete discussion, see the Statement of
Additional Information. Following the table is a more complete discussion of
risk.

<TABLE>
<CAPTION>
                               FUND NAME                         FUND CODE
<S>           <C>                                                <C>
              The One Group(R) Intermediate Tax-Free Bond
              Fund                                                    1
              The One Group(R) Municipal Income Fund                  2
              The One Group(R) Arizona Municipal Bond Fund            3
              The One Group(R) West Virginia Municipal Bond
              Fund                                                    4
              The One Group(R) Louisiana Municipal Bond Fund          5
              The One Group(R) Ohio Municipal Bond Fund               6
              The One Group(R) Kentucky Municipal Fund                7
</TABLE>

<TABLE>
<CAPTION>
INSTRUMENT                                                            FUND CODE            RISK TYPE
<S>                                                                   <C>             <C>
U.S. TREASURY OBLIGATIONS: Bills, notes, bonds, STRIPS, and              1-7                Market
CUBES.
TREASURY RECEIPTS: TRS, TIGRS, and CATS.                                 1-7                Market

U.S. GOVERNMENT AGENCY SECURITIES: Securities issued by agencies         1-7                Market
and instrumentalities of the U.S. Government. These include                                 Credit
Ginnie Mae, Fannie Mae and Freddie Mac.

CERTIFICATES OF DEPOSIT: Negotiable instruments with a stated            1-7                Market
maturity.                                                                                   Credit
                                                                                           Liquidity

TIME DEPOSITS: Non-negotiable receipts issued by a bank in               1-7               Liquidity
exchange for the deposit of funds.                                                          Credit
                                                                                            Market

REPURCHASE AGREEMENTS: The purchase of a security and the                1-7                Credit
simultaneous commitment to return the security to the seller at                             Market
an agreed upon price on an agreed upon date. This is treated as                            Liquidity
a loan.

REVERSE REPURCHASE AGREEMENT: The sale of a security and the             1-7                Market
simultaneous commitment to buy the security back at an agreed                              Leverage
upon price on an agreed upon date. This is treated as a
borrowing by a Fund.

SECURITIES LENDING: The lending of up to 33% of the securities           1-7                Credit
owned by a Fund. In return the Fund will receive cash and/or                                Market
other securities as collateral.                                                            Leverage

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS: Purchase or              1-7                Market
contract to purchase securities at a fixed price for delivery at                           Leverage
a future date.                                                                             Liquidity

INVESTMENT COMPANY SECURITIES: Shares of other mutual funds,             1-7                Market
including money market funds of The One Group and shares of
other investment companies for which Banc One Investment
Advisors serves as investment advisor or administrator. Banc One
Investment Advisors will waive certain fees when investing in
funds for which it serves as investment advisor.

CALL AND PUT OPTIONS: A call option gives the buyer the right to         1-7              Management
buy, and obligates the seller of the option to sell, a security                            Liquidity
at a specified price. A put option gives the buyer the right to                             Credit
sell, and obligates the seller of the option to buy, a security                             Market
at a specified price. The Funds will sell only covered call and                            Leverage
secured put options.

FUTURES AND RELATED OPTIONS: A contract providing for the future         1-7              Management
sale and purchase of a specified amount of a specified security,                            Market
class of securities, or an index at a specified time in the                                 Credit
future and at a specified price.                                                           Liquidity
                                                                                           Leverage
</TABLE>

<PAGE>
36

<TABLE>
<CAPTION>
INSTRUMENT                                                            FUND CODE            RISK TYPE
<S>                                                                   <C>             <C>
BANKERS' ACCEPTANCES: Bills of exchange or time drafts drawn on          1-7                Credit
and accepted by a commercial bank. Maturities are generally six                            Liquidity
months or less.                                                                             Market

COMMERCIAL PAPER: Secured and unsecured short-term promissory            1-7                Credit
notes issued by corporations and other entities. Maturities                                Liquidity
generally vary from a few days to nine months.                                              Market

RESTRICTED SECURITIES: Securities not registered under the               1-7               Liquidity
Securities Act of 1933, such as privately placed commercial                                 Market
paper and Rule 144A securities.


VARIABLE AND FLOATING RATE INSTRUMENTS: Obligations with                 1-7                Market
interest rates which are reset daily, weekly, quarterly or some                             Credit
other period and which may be payable to the Fund on demand.                               Liquidity


MORTGAGE-BACKED SECURITIES: Debt obligations secured by real             1-7              Pre-payment
estate loans and pools of loans. These include collateralized                               Market
mortgage obligations ("CMOs"), and Real Estate Mortgage                                     Credit
Investment Conduits ("REMICs").                                                           Regulatory

DEMAND FEATURES: Securities that are subject to puts and standby         1-7                Market
commitments to purchase the securities at a fixed price (usually                           Liquidity
with accrued interest) within a fixed period of time following                            Management
demand by a Fund.

MORTGAGE DOLLAR ROLLS: A transaction in which a Fund sells               1-7              Pre-payment
securities for delivery in a current month and simultaneously                               Market
contracts with the same party to repurchase similar but not                               Regulatory
identical securities on a specified future date.

SWAPS, CAPS AND FLOORS: A Fund may enter into these transactions         1-7              Management
to manage its exposure to changing interest rates and other                                 Credit
factors. Swaps involve an exchange of obligations by two                                   Liquidity
parties. Caps and floors entitle a purchaser to a principal                                 Market
amount from the seller of the cap or floor to the extent that a
specified index exceeds or falls below a predetermined interest.

NEW FINANCIAL PRODUCTS: New options and futures contracts and            1-7              Management
other financial products continue to be developed and the Fund                              Credit
may invest in such options, contracts and products.                                         Market
                                                                                           Liquidity

STRUCTURED INSTRUMENTS: Debt securities issued by agencies and           1-7                Market
instrumentalities of the U.S. government, banks, municipalities,                           Liquidity
corporations and other businesses whose interest and/or                                   Management
principal payments are indexed to foreign currency exchange                                 Credit
rates, interest rates, or one or more other references indices.                       Foreign Investment

MUNICIPAL SECURITIES: Securities issued by a state or political          1-7                Credit
subdivision to obtain funds for various public purposes.                                   Political
Municipal securities include private activity bonds and                                       Tax
industrial development bonds, as well as General Obligation                                 Market
Notes, Anticipation Notes, Bond Tax Anticipation Notes, Revenue
Anticipation Notes, Project Notes, other short-term tax-exempt
obligations, municipal leases, participations in pools of
municipal securities, and obligations of municipal housing
authorities and single family revenue bonds.

STRIPPED MORTGAGE-BACKED SECURITIES: Derivative multi-class              1-7              Pre-payment
mortgage securities which are usually structured with two                                   Market
classes of shares that receive different proportions of the                                 Credit
interest and principal from a pool of mortgage assets. These                              Regulatory
include IO's and PO's.

ASSET-BACKED SECURITIES: Securities secured by company                   1-7              Pre-payment
receivables, home equity loans, truck and auto loans, leases,                               Market
credit card receivables and other securities backed by other                                Credit
types of receivables or other assets.

ZERO-COUPON DEBT SECURITIES: Bonds and other debt that pay no            1-7                Credit
interest, but are issued at a discount from their value at                                  Market
maturity. When held to maturity, their entire return equals the
differences between their issue price and their maturity value.

INVERSE FLOATING RATE INSTRUMENTS: Leveraged floating rate debt          1-7                Credit
instruments with interest rates that reset in the opposite                                  Market
direction from the market rate of interest to which the inverse                            Leverage
floater is indexed.

LOAN PARTICIPATIONS AND ASSIGNMENTS: Participations in, or               1-7                Market
assignments of municipal securities, including municipal leases.                            Credit
                                                                                           Political
                                                                                           Liquidity
                                                                                              Tax
</TABLE>

<PAGE>

                                                                              37

INVESTMENT RISKS
- ----------------------------------------------------

Below is a more complete discussion of the types of risks inherent in the
securities and investment techniques listed above. Because of these risks, the
value of the securities held by the Funds may fluctuate, as will the value of
your investment in the Funds. Certain investments are more susceptible to these
risks than others.

- - CREDIT RISK. The risk that the issuer of a security, or the counterparty to a
  contract, will default or otherwise be unable to honor a financial obligation.
  Credit risk is generally higher for non-investment grade securities. The price
  of a security can be adversely affected prior to actual default as its credit
  status deteriorates and the probability of default rises.


- - LEVERAGE RISK. The risk associated with securities or practices that multiply
  small index or market movements into large changes in value. Leverage is often
  associated with investments in derivatives, but also may be embedded directly
  in the characteristics of other securities.


   - HEDGED. When a derivative (a security whose value is based on another
     security or index) is used as a hedge against an opposite position that the
     fund also holds, any loss generated by the derivative should be
     substantially offset by gains on the hedged investment, and vice versa.
     While hedging can reduce or eliminate losses, it can also reduce or
     eliminate gains. Hedges are sometimes subject to imperfect matching between
     the derivative and underlying security, and there can be no assurance that
     a Fund's hedging transactions will be effective.

   - SPECULATIVE. To the extent that a derivative is not used as a hedge, the
     fund is directly exposed to the risks of that derivative. Gains or losses
     from speculative positions in a derivative may be substantially greater
     than the derivative's original cost.

- - LIQUIDITY RISK. The risk that certain securities may be difficult or
  impossible to sell at the time and the price that normally prevails in the
  market. The seller may have to lower the price, sell other securities instead
  or forego an investment opportunity, any of which could have a negative effect
  on fund management or performance. This includes the risk of missing out on an
  investment opportunity because the assets necessary to take advantage of it
  are tied up in less advantageous investments.

- - MANAGEMENT RISK. The risk that a strategy used by a fund's management may fail
  to produce the intended result. This includes the risk that changes in the
  value of a hedging instrument will not match those of the asset being hedged.
  Incomplete matching can result in unanticipated risks.

- - MARKET RISK. The risk that the market value of a security may move up and
  down, sometimes rapidly and unpredictably. These fluctuations may cause a
  security to be worth less than the price originally paid for it, or less than
  it was worth at an earlier time. Market risk may affect a single issuer,
  industry, sector of the economy or the market as a whole. There is also the
  risk that the current interest rate may not accurately reflect existing market
  rates. For fixed income securities, market risk is largely, but not
  exclusively, influenced by changes in interest rates. A rise in interest rates
  typically causes a fall in values, while a fall in rates typically causes a
  rise in values. Finally, key information about a security or market may be
  inaccurate or unavailable. This is particularly relevant to investments in
  foreign securities.

- - POLITICAL RISK. The risk of losses attributable to unfavorable governmental or
  political actions, seizure of foreign deposits, changes in tax or trade
  statutes, and governmental collapse and war.

- - FOREIGN INVESTMENT RISK. Risk associated with higher transaction costs,
  delayed settlements, currency controls and adverse economic developments. This
  also includes the risk that fluctuations in the exchange rates between the
  U.S. dollar and foreign currencies may negatively affect an investment.
  Adverse changes in exchange rates may erode or reverse any gains produced by
  foreign currency denominated investments and may widen any losses. Exchange
  rate volatility also may affect the ability of an issuer to repay U.S. dollar
  denominated debt, thereby increasing credit risk.

- - PRE-PAYMENT RISK. The risk that the principal repayment of a security will
  occur at an unexpected time, especially that the repayment of a mortgage or
  asset-backed security occurs either significantly sooner or later than
  expected. Changes in pre-payment rates can result in greater price and yield
  volatility. Pre-payments generally accelerate when interest rates decline.

<PAGE>

38

  When mortgage and other obligations are pre-paid, a Fund may have to reinvest
  in securities with a lower yield. Further, with early prepayment, a Fund may
  fail to recover any premium paid, resulting in an unexpected capital loss.

- - TAX RISK. The risk that the issuer of the securities will fail to comply with
  certain requirements of the Internal Revenue Code, which would cause adverse
  tax consequences.

- - REGULATORY RISK. The risk associated with Federal and state laws which may
  restrict the remedies that a mortgage lender has when a borrower defaults on
  mortgage loans. These laws include restrictions on foreclosures, redemption
  rights after foreclosure, Federal and state bankruptcy and debtor relief laws,
  restrictions on "due on sale" clauses, and state usury laws.

INVESTMENT POLICIES
- ----------------------------------------------------

Each Fund's investment objective and the following investment policies
summarized below are fundamental. This means that they cannot be changed without
the consent of a majority of the outstanding shares of the Funds. In addition to
the fundamental policies mentioned earlier, the following fundamental policies
apply to each Fund as specified. The full text of the fundamental policies can
be found in the Statement of Additional Information.

INVESTMENT POLICIES FOR SPECIFIC FUNDS

The Intermediate Tax-Free Bond Fund and the Municipal Income Fund may not:

1. Purchase the securities of an issuer if as a result more than 5% of its total
   assets would be invested in the securities of that issuer, or the Fund would
   own more than 10% of the outstanding voting securities of that issuer. This
   does not include securities issued or guaranteed by the United States, its
   agencies or instrumentalities, and repurchase agreements involving these
   securities. This restriction applies to 75% of a Fund's total assets.

2. Concentrate in a particular industry or group of industries. This does not
   include Municipal Securities or governmental guarantees of Municipal
   Securities, and with respect to the Municipal Income Fund, housing authority
   obligations. Private activity bonds that are backed only by the assets and
   revenues of a non-governmental issuer are not Municipal Securities for
   purposes of this restriction.

The Arizona Municipal Bond Fund, the West Virginia Municipal Bond Fund, the
Louisiana Municipal Bond Fund, the Ohio Municipal Bond Fund and the Kentucky
Municipal Bond Fund may not:

1. Purchase the securities of an issuer if as a result more than 25% of its
   total assets would be invested in the securities of that issuer. This
   restriction applies with respect to 50% of a Fund's total assets. With
   respect to the remaining 50% of its total assets, a Fund may not purchase the
   securities of an issuer if as a result more than 5% of its total assets would
   be invested in the securities of that issuer. This restriction does not apply
   to securities issued or guaranteed by the United States, its agencies, or
   instrumentalities, securities of regulated investment companies, and
   repurchase agreement involving such securities.

2. Concentrate their investment in the securities of one or more issuers
   conducting their principal business in a particular industry or group of
   industries. This does not include:

   - Obligations issued or guaranteed by the U.S. government or its agencies and
     instrumentalities and repurchase agreements involving such securities;

   - Municipal Securities; and

   - Ohio Municipal Securities, Kentucky Municipal Securities, Arizona Municipal
     Securities, West Virginia Municipal Securities, and Louisiana Municipal
     Securities or governmental guarantees of such securities. With respect to
     the Arizona Municipal Bond Fund and the West Virginia Municipal Bond Fund,
     private activity bonds that are backed only by the assets and revenues of a
     non-governmental issuer are not Arizona Municipal Securities or West
     Virginia Municipal Securities for purposes of this restriction.

INVESTMENT POLICIES FOR ALL FUNDS

None of the Funds may make loans, except that a 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.

Additional investment policies are set forth in the Statement of Additional
Information.

TEMPORARY DEFENSIVE POSITION

For temporary defensive purposes, each 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.

<PAGE>

                                                                              39

The Arizona Municipal Bond Fund, the West Virginia Municipal Bond Fund, the
Louisiana Municipal Bond Fund and the Ohio Municipal Bond Fund also may invest
up to 20% of their total assets in securities other than Arizona, West Virginia,
Louisiana and Ohio Municipal Securities, respectively. The Kentucky Municipal
Bond Fund may invest up to 35% of its total assets in securities other than
Kentucky Municipal Securities.

While the Funds are engaged in a temporary defensive position, they will not be
pursuing their investment objectives. Therefore, the Funds will pursue a
temporary defensive position only when market conditions warrant.

PORTFOLIO TURNOVER

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 Funds and may result in additional tax consequences to you. The portfolio
turnover rate for each Fund for the fiscal year ended June 30, 1997 is shown on
the Financial Highlights.

<PAGE>

                                    APPENDIX

40

DESCRIPTION OF RATINGS

The following is a summary of published ratings by major credit rating agencies.
Credit ratings evaluate only the safety of principal and interest payments, not
the market value risk of lower quality securities. Credit rating agencies may
fail to change credit ratings to reflect subsequent events on a timely basis.
Although Banc One Investment Advisors considers security ratings when making
investment decisions, it also performs its own investment analysis and does not
rely solely on the ratings assigned by credit agencies.

Unrated securities will be treated as non-investment grade securities unless
Banc One Investment Advisors 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 COMMERCIAL PAPER RATINGS

DUFF & PHELPS CREDIT RATING CO. ("DUFF")

    D-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
         obligations.

     D-1 Very high certainty of timely payment. Liquidity factors are excellent
         and supported by good fundamental protection factors. Risk factors are
         minor.

    D-1- High certainty of timely payment. Liquidity factors are strong and
         supported by good fundamental protection factors. Risk factors are very
         small.

STANDARD & POOR'S CORPORATION ("S&P")

     A-1 Highest category of commercial paper. Capacity to meet financial
         commitment is strong. Obligations designated with a plus sign (+)
         indicate that capacity to meet financial commitment is extremely
         strong.

     A-2 Issues somewhat more susceptible to adverse effects of changes in
         circumstances and economic conditions than obligations in higher rating
         categories. However, the capacity to meet financial commitments is
         satisfactory.

FITCH'S INVESTORS SERVICE, L.P. ("FITCH")

    F-1+ Exceptionally strong credit quality. Strongest degree of assurance for
         timely payment.

     F-1 Very strong credit quality. Assurance of timely payment is only
         slightly less in degree than issues rated F-1+.

     F-2 Good credit quality. Satisfactory degree of assurance for timely
         payment, but the margin of safety is not as good as for issues assigned
         F-1+ and F-1 ratings.

IBCA LIMITED ("IBCA")

      A1 Highest capacity for timely repayment. Those issues rated A1+ possess a
         particularly strong credit feature.

      A2 Satisfactory capacity for timely repayment although such capacity may
         be susceptible to adverse changes in business, economic or financial
         conditions.

MOODY'S INVESTORS SERVICE ("MOODY'S")

 PRIME-1 Superior ability for repayment.

 PRIME-2 Strong ability for repayment.

DESCRIPTION OF BANK RATINGS

MOODY'S

These ratings represent Moody's opinion of a bank's intrinsic safety and
soundness.

       A These banks possess exceptional intrinsic financial strength. Typically
         they will be major financial institutions with highly valuable and
         defensible business franchises, strong financial fundamentals, and a
         very attractive and stable operating environment.

       B These banks possess strong intrinsic financial strength. Typically,
         they will be important institutions with valuable and defensible
         business franchises, good financial fundamentals, and an attractive and
         stable operating environment.

       C These banks possess good intrinsic financial strength. Typically, they
         will be institutions with valuable and defensible business franchises.
         These banks will demonstrate either acceptable financial fundamentals
         within a stable operating environment, or better than average financial
         fundamentals within an unstable operating environment.

<PAGE>

                                                                              41

S&P
 S&P's credit rating is a current opinion of an obligor's overall financial
 capacity (its creditworthiness) to pay its financial obligation.

    AAA The highest rating assigned by S&P. The obligor's capacity to meet its
        financial commitment on the obligation is extremely strong.

     AA The obligor's capacity to meet its financial commitments on the
        obligation is very strong.

       A The obligation is somewhat more susceptible to the adverse effects of
         changes in circumstances and economic conditions than obligations in
         higher rated categories. However, the obligor's capacity to meet its
         financial commitment on the obligation is still strong.

DESCRIPTION OF INSURANCE RATINGS

MOODY'S

These ratings represent Moody's opinions of the ability of insurance companies
to pay punctually senior policyholder claims and obligations.

    AAA Insurance companies rated in this category offer exceptional financial
        security. While the financial strength of these companies is likely to
        change, such changes as can be visualized are most unlikely to impair
        their fundamentally strong position.

      AA These insurance companies offer excellent financial security. Together
         with the Aaa group, they constitute what are generally known as high
         grade companies. They are rated lower than Aaa companies because
         long-term risks appear somewhat larger.

       A Insurance companies rated in this category offer good financial
         security. However, elements may be present which suggest a
         susceptibility to impairment sometime in the future.

S&P

S&P's credit rating is a current opinion of the creditworthiness of an obligor
with respect to a specific financial obligation, a specific class of financial
obligations, or a specific financial program.

    AAA This is the highest rating assigned by S&P. The obligor's capacity to
        meet its financial commitment on the obligation is extremely strong.

     AA The obligor's capacity to meet its financial commitments on the
        obligation is very strong.

       A An obligation rated A is somewhat more susceptible to the adverse
         effects of changes in circumstances and economic conditions than
         obligations in higher rated categories. However, the obligor's capacity
         to meet its financial commitment on the obligation is still strong.

DESCRIPTION OF MUNICIPAL BOND RATINGS
(including mortgage and asset-backed securities)

S&P

Investment Grade

    AAA The highest rating. The rating indicates an extremely strong capacity to
        meet its financial commitment.

     AA Differs from AAA issues only in a small degree. The obligor's capacity
        to meet its financial commitment is very strong.

       A These bonds are somewhat more susceptible to the adverse effects of
         changes in circumstances and economic conditions than debt in higher
         rated categories. However, capacity to meet its financial commitment on
         the obligations is still strong.

    BBB Exhibits adequate protection parameters. However, adverse economic
        conditions or changing circumstances are more likely to lead to a
        weakened capacity to meet its financial commitment on the obligations.

Speculative Grade

     BB Less vulnerable to non-payment than other speculative issues. However,
        these bonds face major ongoing uncertainties or exposure to adverse
        business, financial or economic conditions which could lead to
        inadequate capacity to meet financial commitment on the obligation.

       B More vulnerable to non-payment than obligations rated BB, but currently
         has the capacity to meet its financial commitment on the obligation.
         Adverse business, financial or economic conditions will likely impair
         capacity or willingness to meet its financial commitment on the
         obligation.

    CCC Currently vulnerable to non-payment, and is dependent upon favorable
        business, financial, and economic conditions to meet its financial
        commitment on the

<PAGE>
42

        obligation. In the event of adverse business, financial, or economic
        conditions, they are not likely to have the capacity to meet its
        financial commitment on the obligation.

      CC Currently highly vulnerable to non-payment.

       C This rating may be used to cover a situation where a bankruptcy
         petition has been filed, or similar action has been taken, but payments
         on this obligation are being continued.

       D Bonds in payment default.

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

MOODY'S

Investment Grade

    AAA 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 an exceptionally stable, margin and principal is secure.

      AA High quality by all standards. Margins of protection may not be as
         large as in Aaa securities, fluctuation of protective elements may be
         greater, or there may be other elements present that make the long-term
         risks appear somewhat larger than in Aaa securities.

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

    BAA These bonds are considered 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.

Non-Investment Grade

      BA These bonds have speculative elements; their future cannot be
         considered as well assured. The protection of interest and principal
         payments may be very moderate and thereby not well safeguarded during
         good and bad times over the future.

       B These bonds 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 any long period of time may be
         small).

     CAA Bonds in this category have poor standing and may be in default. These
         bonds carry an element of danger with respect to principal and interest
         payments.

      CA Speculative to a high degree and could be in default or have other
         marked shortcomings. Ca is the lowest rating.

DESCRIPTION OF MUNICIPAL NOTE RATINGS

MOODY'S
          MIG1 & VMIG1
          Short-term municipal securities rated MIG1 or VMIG1 are of the best
          quality. They have strong protection from established cash flows,
          superior liquidity support or demonstrated broad-based access to the
          market for refinancing.

          MIG2 & VMIG2
          These Short-term municipal securities rated MIG2 or VMIG2 are of high
          quality. Margins of protection are ample although not so large as in
          the preceding group.

          MIG3 & VMIG3
          Favorable quality. All security elements are accounted for, but the
          undeniable strength of the preceding grades is lacking. Liquidity and
          cash flow protection may be narrow and marketing access for
          refinancing is likely to be less well established.

S&P

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.

    SP-1 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.

    SP-3 Speculative capacity to pay principal and interest.

<PAGE>

                                                                              43

DESCRIPTION OF PREFERRED STOCK RATINGS

MOODY'S

     AAA Top-quality preferred stock. This rating indicates good asset
         protection and the least risk of dividend impairment within the
         universe of preferred stocks.

      AA High-grade preferred stock. This rating indicates that there is a
         reasonable assurance the earnings and asset protection will remain
         relatively well maintained in the foreseeable future.

       A Upper-medium grade preferred stock. While risks are judged to be
         somewhat greater than in the "aaa" and "aa" classification, earnings
         and asset protection are, nevertheless, expected to be maintained at
         adequate levels.

     BAA Medium-grade preferred stock, neither highly protected nor poorly
         secured. Earnings and asset protection appear adequate at present but
         may be questionable over any great length of time.

S&P

S&P's preferred stock rating is an assessment of the capacity and willingness of
an issuer to pay preferred stock dividends and any applicable sinking fund
obligations.

    AAA Highest rating. This rating indicates an extremely strong capacity to
        pay the preferred stock obligations.

     AA High-quality, fixed-income security. The capacity to pay preferred stock
        obligations is very strong, although not as overwhelming as for issues
        rated "AAA."

       A Backed by a sound capacity to pay the preferred stock obligations,
         although it is somewhat more susceptible to the adverse effects of
         changes in circumstances and economic conditions.

    BBB Backed by an adequate capacity to pay the preferred stock obligations.
        Whereas the issuer normally exhibits adequate protection parameters,
        adverse economic conditions or changing circumstances are more likely to
        lead to a weakened capacity to make payments for a preferred stock in
        this category than for issues in the "A" category.

SHORT-TERM DEBT RATINGS

Thompson Bank Watch, Inc. ("TBW") assigns ratings to specific debt instruments
with original maturities of one year or less. The TBW Short-Term ratings
specifically assess the likelihood of an untimely payment of principal and
interest.

  TBW-1 Very high degree of likelihood that principal and interest will be paid
        on a timely basis.

  TBW-2 While degree of safety regarding timely repayment of principal and
        interest is strong, the relative degree is not as high as for issues
        rated TBW-1.

  TBW-3 Lowest investment grade category. While more susceptible to adverse
        developments than obligations with higher ratings, capacity to service
        principal and interest in a timely fashion is considered adequate.

  TBW-4 Non-investment grade and, therefore, speculative.

<PAGE>
Investment Advisor and Sub-Administrator
Banc One Investment Advisors Corporation
1111 Polaris Parkway
P.O. Box 710211
Columbus, OH 43271-0211

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

Administrator
The One Group 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







THE STATEMENT OF ADDITIONAL INFORMATION CONTAINS MORE DETAILED INFORMATION ABOUT
THE FUNDS. THE CURRENT STATEMENT OF ADDITIONAL INFORMATION HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION AND IS AVAILABLE WITHOUT CHARGE BY
CALLING 1-800-480-4111 OR BY WRITING TO THE ONE GROUP SERVICES COMPANY AT 3435
STELZER ROAD, COLUMBUS, OHIO 43219. THE STATEMENT OF ADDITIONAL INFORMATION IS
INCORPORATED INTO THIS PROSPECTUS BY REFERENCE. THE SEC MAINTAINS A WEB SITE
(WWW.SEC.COM) THAT CONTAINS THE STATEMENT OF ADDITIONAL INFORMATION, MATERIALS
INCORPORATED BY REFERENCE AND OTHER INFORMATION REGARDING THE ONE GROUP(R).


TOG-F-121
<PAGE>
                    THE ONE GROUP(R) FAMILY OF MUTUAL FUNDS

                                   BOND FUNDS

                              COMBINED PROSPECTUS

                                NOVEMBER 1, 1997


                     THE ONE GROUP(R) INTERMEDIATE BOND FUND

                        THE ONE GROUP(R) INCOME BOND FUND

                      THE ONE GROUP(R) GOVERNMENT BOND FUND

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

                  THE ONE GROUP(R) LIMITED VOLATILITY BOND FUND

                     THE ONE GROUP(R) TREASURY & AGENCY FUND


          This prospectus describes six mutual funds with a variety of
    investment objectives, including income, capital preservation, tax-exempt
        income, and low volatility. The information in this prospectus is
                                   important.
             Please read it carefully before you invest, and save it
                             for future reference.

         PLEASE REMEMBER THAT SHARES OF THE FUNDS: O ARE NOT DEPOSITS OR
 OBLIGATIONS OF, OR GUARANTEED BY BANC ONE CORPORATION OR ITS AFFILIATES; O ARE
    NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
                 BY ANY FEDERAL OR STATE GOVERNMENTAL AGENCY; O
                 INVOLVE INVESTMENT RISK, INCLUDING THE POSSIBLE
                     LOSS OF THE PRINCIPAL AMOUNT INVESTED.

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


<PAGE>


                              TABLE OF CONTENTS
<TABLE>
                   <S>                                                      <C>
                   A BRIEF PREVIEW OF THE FUNDS............................    1
                   ABOUT THE FUNDS.........................................    2
                      The One Group(R) Intermediate Bond Fund..............    2
                      The One Group(R) Income Bond Fund....................    5
                      The One Group(R) Government Bond Fund................    8
                      The One Group(R) Ultra Short-Term Income Fund........   11
                      The One Group(R) Limited Volatility Bond Fund........   14
                      The One Group(R) Treasury & Agency Fund..............   17
                   MORE ABOUT THE FUNDS....................................   20
                   HOW TO DO BUSINESS WITH THE ONE GROUP...................   22
                      Purchasing Fund Shares...............................   22
                      Sales Charges........................................   23
                      Sales Charge Reductions and Waivers..................   26
                      Exchanging Fund Shares...............................   28
                      Redeeming Fund Shares................................   28
                   SHAREHOLDER INFORMATION.................................   31
                      Voting Rights........................................   31
                      Dividend Policies....................................   31
                      Tax Treatment of the Funds...........................   32
                      Tax Treatment of Shareholders........................   32
                      Shareholder Inquiries................................   32
                   ORGANIZATION AND MANAGEMENT OF THE FUNDS................   33
                      The Funds............................................   33
                      The Board of Trustees................................   33
                      The Advisor..........................................   33
                      The Distributor......................................   33
                      The Administrator and Sub-Administrator..............   33
                      The Transfer Agent, Custodian and Sub-Custodian......   33
                   DETAILS ABOUT THE FUNDS' INVESTMENT PRACTICES AND
                     POLICIES..............................................   34
                      Investment Practices.................................   34
                      Investment Risks.....................................   37
                      Investment Policies..................................   38
                   APPENDIX: DESCRIPTION OF RATINGS........................   39
</TABLE>



<PAGE>

                                                                               1

                          A BRIEF PREVIEW OF THE FUNDS

             WHAT ARE THE GOALS OF THE ONE GROUP BOND FUNDS?
             The Funds are designed for a variety of investment objectives,
             including current income consistent with the preservation of
             capital, current income with a primary focus on income that is
             exempt from state income taxes, and current income consistent
             with low volatility of principal. Each Fund pursues a
             different objective and involves different risks. Please read
             about each Fund before investing.

             WHAT ARE THE FUNDS' INVESTMENT STRATEGIES?
             The Intermediate Bond Fund, the Limited Volatility Bond Fund,
             the Ultra Short-Term Income Fund and the Income Bond Fund
             invest in high and medium grade debt securities of all types
             with average maturities ranging from one to fifteen years. The
             Income Bond Fund also may invest in lower grade debt
             securities, although it will limit its investments in such
             securities to no more than 30% of its total assets. The
             Government Bond Fund and the Treasury & Agency Fund invest in
             obligations issued or guaranteed by the U.S. government, its
             agencies and instrumentalities. Several of the Funds may
             invest in preferred stock.

             WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUNDS?
             The Funds invest in fixed-income investments that are subject
             to market fluctuations as a result of changes in interest
             rates. As a result, the value of investments in the Funds may
             decrease during periods of rising interest rates and increase
             during periods of declining interest rates. In addition, some
             of the Funds invest in mortgage-related securities which have
             significantly greater price and yield volatility than
             traditional fixed-income securities. Also, the Income Bond
             Fund may invest up to 30% of its total assets in securities in
             ANY rating category, some of which are regarded as
             predominately speculative. For more information about risks,
             please read "More About the Funds" and "Investment Risks."

             WHAT CLASSES OF SHARES ARE AVAILABLE?
             The Funds currently offer four classes of Shares: Class A,
             Class B, Class C and Fiduciary Class. Class A, Class B and
             Class C 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. Fiduciary Class shares are
             not available to Individual Retirement Accounts ("IRA"). The
             section called "How To Do Business With The One Group" will
             provide more information.

             HOW DO I PURCHASE AND REDEEM SHARES?

             You may buy and redeem shares of the Funds on any day that the
             Funds are open for business. Class C shares are not available
             for purchase in all of the funds. Purchase and redemption
             procedures are explained in greater detail in "How To Do
             Business With The One Group." For additional information, call
             The One Group Services Company at 1-800-480-4111.


             HOW ARE DIVIDENDS PAID?
             Generally, dividends are declared on each business day and are
             distributed 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 you
             elect to take the payment in cash. For a more detailed
             discussion of dividends, see "Dividend Policies."

             WHO MANAGES THE FUNDS?
             Banc One Investment Advisors Corporation ("Banc One Investment
             Advisors"), an indirect subsidiary of BANC ONE CORPORATION,
             serves as the advisor of the Funds. Banc One Investment
             Advisors is paid a fee for its services. A more detailed
             discussion regarding Banc One Investment Advisors, its
             services and compensation can be found in the Prospectus under
             the headings "The Advisor" and "Expense Summary."

<PAGE>
2

THE ONE GROUP(R)

INTERMEDIATE BOND FUND
[ICON] INVESTMENT OBJECTIVE
The Fund seeks current income consistent with the preservation of capital by
investing in high and medium-grade fixed-income securities with intermediate
maturities.

[ICON] INVESTMENT STRATEGY
Generally, the Fund invests in debt securities of all types including bonds,
notes, U.S. Government obligations, and taxable and tax-exempt municipal
securities rated as investment grade at the time of investment, (or, if unrated,
determined by Banc One Investment Advisors, to be of comparable quality). The
fund's average weighted maturity will ordinarily range between three and ten
years, taking into account expected prepayment of principal on certain
investments, although the Fund may shorten the weighted average maturity to as
little as one year for temporary defensive purposes.

[ICON] PORTFOLIO SECURITIES

The Fund normally invests at least 80% of its total assets in debt securities.
Debt securities include bonds, notes and other obligations. As a matter of
fundamental policy, at least 65% of the Fund's total assets will consist of
bonds and 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. However, the Fund intends to hold at least 65%
of its total assets in such government obligations. Up to 20% of the Fund's
total assets may be invested in preferred stock. For a list of all the
securities in which the Fund may invest, please read "Investment Practices."


[ICON] RISK CONSIDERATIONS
The Fund may invest in debt securities that are rated in the lowest investment
grade category. Such investments are considered to have speculative
characteristics. In addition, the Fund invests in fixed-income securities. The
value of these securities will change in response to interest rate changes and
other factors. This is especially true to the extent the Fund invests in debt
securities in the lowest investment grade category. The Fund also invests in
mortgage-related securities which may have greater price and yield volatility
than traditional fixed income securities. Before you invest, please read "More
About the Funds" and "Investment Risks."

[ICON] FUND MANAGEMENT

James A. Sexton, CFA, has served as the manager of the Fund since its inception
in January 1994. Since 1994, Mr. Sexton also has served as Managing Director of
Fixed Income Mutual Funds. Mr. Sexton has been employed by Banc One Investment
Advisors or its affiliates as an analyst and portfolio manager since 1980.


 SHAREHOLDER EXPENSES

<TABLE>
<CAPTION>
   SHAREHOLDER TRANSACTION EXPENSES (1)      CLASS A   CLASS B   CLASS C   FIDUCIARY CLASS
<S>                                          <C>       <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)         4.50%      none      none          none
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase
  price or redemption proceeds, as
  applicable)                                  none(2)  5.00%     1.00%          none
Redemption Fees                                none      none      none          none
Exchange Fees                                  none      none      none          none

ANNUAL OPERATING EXPENSES (3) (as a
  percentage of average daily net assets)
Investment Advisory Fees (after fee
  waiver) (4)                                  .40%      .40%      .40%          .40%
12b-1 Fees (after fee waiver) (5)              .25%      .90%      .90%          none
Other Expenses                                 .22%      .22%      .22%          .22%
Total Fund Operating Expenses (after fee
  waivers) (6)                                 .87%     1.52%     1.52%          .62%
</TABLE>

(1) If you buy or sell shares through a Shareholder Servicing Agent, you may be
    charged separate transaction fees by the Shareholder Servicing Agent. In
    addition, a $7.00 charge is deducted from redemption amounts paid by wire.
(2) Except for purchases of $1 million or more. Please see "Sales Charges."
(3) Expense information has been restated to reflect current fees.
(4) Without the fee waiver, Investment Advisory Fees would be .60% for all
    classes of shares.
(5) Due to 12b-1 fees, long-term Class A, Class B and Class C shareholders may
    pay more than the equivalent of the maximum front-end sales charges
    permitted by the rules of the National Association of Securities Dealers.
    Without the voluntary waiver of fees, 12b-1 fees would be .35% for Class A
    shares and 1.00% for Class B and Class C shares.
(6) Without the voluntary reduction of Investment Advisory and 12b-1 fees, Total
    Operating Expenses would be 1.17% for Class A shares, 1.82% for Class B
    shares, 1.82% for Class C shares and .82% for Fiduciary Class shares.






 EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                         $ 53       $  72       $  91        $147
Class A (without fee waivers)                   $ 56       $  80       $ 106        $181
Class B                                         $ 65       $  78       $ 103        $164
Class B (without fee waivers)                   $ 68       $  87       $ 119        $197
Class C                                         $ 25       $  48       $  83        $181
Class C (without fee waivers)                   $ 28       $  57       $  99        $214
Fiduciary Class                                 $  6       $  20       $  35        $ 77
Fiduciary Class (without fee waiver)            $  8       $  26       $  46        $101
</TABLE>

Assuming no redemption at the end of each time period, 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                                         $ 53       $  72       $  91        $147
Class A (without fee waivers)                   $ 56       $  80       $ 106        $181
Class B                                         $ 15       $  48       $  83        $164
Class B (without fee waivers)                   $ 18       $  57       $  99        $197
Class C                                         $ 15       $  48       $  83        $181
Class C (without fee waivers)                   $ 18       $  57       $  99        $214
Fiduciary Class                                 $  6       $  20       $  35        $ 77
Fiduciary Class (without fee waiver)            $  8       $  26       $  46        $101
</TABLE>

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

These examples are designed to assist you in understanding the various costs and
expenses that may be directly or indirectly paid by investors in the Fund. THESE
EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
                                                                            3
THE ONE GROUP(R) INTERMEDIATE BOND FUND    FINANCIAL HIGHLIGHTS


The Financial Highlights are intended to help you understand the Fund's
financial performance for the past 10 years or since inception, if less than 10
years. The total returns in the table represent the rate a shareholder would
have earned on an investment in the Fund (assuming reinvestment of all dividends
and distributions). This information has been derived from financial statements
audited by Coopers & Lybrand L.L.P., whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.


<TABLE>
<CAPTION>
                                                                              YEARS ENDED JUNE 30,
                                                     ----------------------------------------------------------------------
                 FIDUCIARY                      1997           1996           1995           1994          1993(e)    1992(c)(e)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>            <C>            <C>            <C>            <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD          $   9.84       $  10.01       $   9.72       $  10.51       $  10.09    $  10.00
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                           0.65           0.66           0.66           0.60           0.63        0.22
  Net realized and unrealized gains (losses)
    from investments and futures                  0.08          (0.17)          0.29          (0.67)          0.42        0.08
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                  0.73           0.49           0.95          (0.07)          1.05        0.30
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  Net investment income                          (0.65)         (0.66)         (0.66)         (0.60)         (0.63)      (0.21)
  In excess of net investment income             --             --             --             (0.02)         --          --
  Net realized gains                             --             --             --             (0.10)         --          --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                              (0.65)         (0.66)         (0.66)         (0.72)         (0.63)      (0.21)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                $   9.92       $   9.84       $  10.01       $   9.72       $  10.51    $  10.09
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return                                      7.68%          4.95%         10.15%         (0.74)%        10.67%       3.00%(d)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)           $522,423       $230,812       $191,216        $98,483        $44,252     $23,457
  Ratio of expenses to average net assets         0.54%          0.54%          0.56%          0.32%          0.39%       0.36%(b)
  Ratio of net investment income to average
    net assets                                    6.63%          6.56%          6.88%          6.04%          6.14%       6.99%(b)
  Ratio of expenses to average net assets*        0.81%          0.87%          0.99%          0.87%          1.17%       1.33%(b)
  Ratio of net investment income to average
    net assets*                                   6.36%          6.23%          6.45%          5.49%          5.36%       6.02%(b)
  Portfolio Turnover (a)                         55.91%        101.06%         99.71%         85.62%         21.51%      11.74%
</TABLE>

* During the period certain fees were voluntarily reduced. If such voluntary fee
  reductions had not occurred, the ratios would have been as
  indicated.  (a) Portfolio turnover is calculated on the basis of the Fund as a
  whole without distinguishing among the classes of shares
  issued.  (b) Annualized.  (c) The Fund commenced operations February 28,
  1992.  (d) Not annualized.  (e) Audited by other auditors.

<TABLE>
<CAPTION>
                                                                                                  YEARS ENDED JUNE 30,
                                                                                         --------------------------------------
                                       CLASS A                                           1997             1996            1995(A)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>              <C>              <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                   $   9.87         $  10.04         $   9.45
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                                                    0.63             0.64             0.37
  Net realized and unrealized gains (losses) from investments and futures                  0.08            (0.17)            0.59
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                                           0.71             0.47             0.96
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  Net investment income                                                                   (0.63)           (0.64)           (0.37)
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                                       (0.63)           (0.64)           (0.37)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                                         $   9.95         $   9.87         $  10.04
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                                                       7.40%            4.77%        10.29%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                                     $18,763          $13,706        $4,941
  Ratio of expenses to average net assets                                                  0.78%            0.79%         0.83%(c)
  Ratio of net investment income to average net assets                                     6.35%            6.31%         6.64%(c)
  Ratio of expenses to average net assets*                                                 1.16%            1.22%         1.66%(c)
  Ratio of net investment income to average net assets*                                    5.97%            5.88%         5.81%(c)
  Portfolio Turnover (d)                                                                  55.91%          101.06%           99.71%
</TABLE>

* 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 operations November 30,
  1994.  (b) Not annualized.  (c) Annualized.  (d) Portfolio turnover is
  calculated on the basis of the Fund as a whole without distinguishing among
  the classes of shares issued.

<PAGE>

4

THE ONE GROUP(R) INTERMEDIATE BOND FUND    FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                                   YEAR ENDED JUNE 30,
                                                                                         --------------------------------------
                                       CLASS B                                           1997             1996            1995(a)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>              <C>              <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                   $   9.83         $  10.01        $   9.45
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                                                    0.56             0.58            0.23
  Net realized and unrealized gains (losses) from investments and futures                  0.09            (0.18)           0.56
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                                           0.65             0.40            0.79
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  Net investment income                                                                   (0.56)           (0.58)          (0.23)
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                                       (0.56)           (0.58)          (0.23)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                                         $   9.92         $   9.83        $  10.01
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                                                       6.83%            4.10%           8.22%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                                     $10,152           $6,077          $  266
  Ratio of expenses to average net assets                                                  1.44%            1.44%           1.51%(c)
  Ratio of net investment income to average net assets                                     5.71%            5.66%           6.15%(c)
  Ratio of expenses to average net assets*                                                 1.81%            1.87%           2.34%(c)
  Ratio of net investment income to average net assets*                                    5.34%            5.23%           5.31%(c)
  Portfolio Turnover (d)                                                                  55.91%          101.06%          99.71%
</TABLE>

* 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 November 30, 1994.  (b) Not
  annualized.  (c) Annualized.  (d) Portfolio turnover is calculated on the
  basis of the Fund as a whole without distinguishing among the classes of
  shares issued.



<PAGE>
                                                                             5

THE ONE GROUP(R)
INCOME BOND FUND
[ICON] INVESTMENT OBJECTIVE
The Fund seeks a high level of current income by investing primarily in a
diversified portfolio of high, medium and low grade debt securities.

[ICON] INVESTMENT STRATEGY
The Fund invests in all types of debt securities rated as investment grade or
below investment grade, as well as convertible securities, preferred stock, and
loan participations. The Fund's average weighted maturity will normally range
between five and twenty years, although the Fund may shorten its weighted
average to as little as two years if deemed appropriate for temporary defensive
purposes.

[ICON] PORTFOLIO SECURITIES
The Fund invests at least 70% of its total assets in debt securities of all
types rated as investment grade at the time of investment or, if unrated,
determined to be of comparable quality by Banc One Investment Advisors. In
addition, up to 30% of the Fund's total assets may be invested in convertible
securities, preferred stock, loan participations and debt securities rated below
investment grade or, if unrated, determined by Banc One Investment Advisors to
be of comparable quality. Securities rated below investment grade are called
"high yield bonds," "non-investment grade bonds" and "junk bonds." These
securities are rated in the fifth or lower rating categories (for example, BB or
lower by Standard & Poor's Corporation and Ba or lower by Moody's Investors
Service, Inc.), and are considered to be speculative. Even though it may invest
in debt securities in all rating categories, the Fund will not invest more than
20% of its total assets in securities rated below the fifth rating category. As
a matter of fundamental policy, at least 65% of the Fund's total assets will
consist of bonds. The Fund also may purchase taxable or tax-exempt municipal
securities. For a list of all the securities in which the Fund may invest,
please read "Investment Practices."

[ICON] RISK CONSIDERATIONS
The Fund invests in debt securities rated below investment grade that are
considered speculative. While these securities generally provide a higher yield
than higher rated debt securities, they are subject to a greater degree of risk.
Issuers of these securities may include smaller, less creditworthy companies or
highly indebted firms. The credit quality of securities in the high yield bond
market can change suddenly and unexpectedly. Before you invest, please read
"More About the Funds" and "Investment Risks."

[ICON] FUND MANAGEMENT
Roger A. Craig has been the manager of the Fund since 1993. Mr. Craig has served
as a fixed income manager for Banc One Investment Advisors and its affiliates
since 1986.

 SHAREHOLDER EXPENSES

<TABLE>
<CAPTION>
   SHAREHOLDER TRANSACTION EXPENSES (1)      CLASS A   CLASS B   CLASS C   FIDUCIARY CLASS
<S>                                          <C>       <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)         4.50%      none      none          none
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase
  price or redemption proceeds, as
  applicable)                                  none(2)  5.00%     1.00%          none
Redemption Fees                                none      none      none          none
Exchange Fees                                  none      none      none          none

ANNUAL OPERATING EXPENSES (3) (as a
  percentage of average daily net assets)
Investment Advisory Fees (after fee
  waiver) (4)                                  .40%      .40%      .40%          .40%
12b-1 Fees (after fee waiver) (5)              .25%      .90%      .90%          none
Other Expenses                                 .22%      .22%      .22%          .22%
Total Fund Operating Expenses (after fee
  waiver) (6)                                  .87%     1.52%     1.52%          .62%
</TABLE>

(1) If you buy or sell shares through a Shareholder Servicing Agent, you may be
    charged separate transaction fees by the Shareholder Servicing Agent. In
    addition, a $7.00 charge is deducted from redemption amounts paid by wire.
(2) Except for purchases of $1 million or more. Please see "Sales Charges."
(3) Expense information has been restated to reflect current fees.
(4) Without the fee waiver, Investment Advisory Fees would be .60% for all
    classes of shares.
(5) Due to 12b-1 fees, long-term Class A, Class B and Class C shareholders may
    pay more than the equivalent of the maximum front-end sales charges
    permitted by the rules of the National Association of Securities Dealers.
    Without the voluntary waiver of fees, 12b-1 fees would be .35% for Class A
    shares and 1.00% for Class B and Class C shares.
(6) Without the voluntary reduction of Investment Advisory and 12b-1 fees, Total
    Operating Expenses would be 1.17% for Class A shares, 1.82% for Class B
    shares, 1.82% for Class C shares and .82% for Fiduciary Class shares.






 EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                         $ 53       $  72       $  91        $147
Class A (without fee waivers)                   $ 56       $  80       $ 106        $181
Class B                                         $ 65       $  78       $ 103        $164
Class B (without fee waivers)                   $ 68       $  87       $ 119        $197
Class C                                         $ 25       $  48       $  83        $181
Class C (without fee waivers)                   $ 28       $  57       $  99        $214
Fiduciary Class                                 $  6       $  20       $  35        $ 77
Fiduciary Class (without fee waiver)            $  8       $  26       $  46        $101
</TABLE>

Assuming no redemption at the end of each time period, 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                                         $ 53       $  72       $  91        $147
Class A (without fee waivers)                   $ 56       $  80       $ 106        $181
Class B                                         $ 15       $  48       $  83        $164
Class B (without fee waivers)                   $ 18       $  57       $  99        $197
Class C                                         $ 15       $  48       $  83        $181
Class C (without fee waivers)                   $ 18       $  57       $  99        $214
Fiduciary Class                                 $  6       $  20       $  35        $ 77
Fiduciary Class (without fee waiver)            $  8       $  26       $  46        $101
</TABLE>

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

These examples are designed to assist you in understanding the various costs and
expenses that may be directly or indirectly paid by investors in the Fund. THESE
EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
6

THE ONE GROUP(R) INCOME BOND FUND    FINANCIAL HIGHLIGHTS


The Financial Highlights are intended to help you understand the Fund's
financial performance for the past 10 years or since inception, if less than 10
years. The total returns in the table represent the rate a shareholder would
have earned on an investment in the Fund (assuming reinvestment of all dividends
and distributions). This information has been derived from financial statements
audited by Coopers & Lybrand L.L.P., whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.

<TABLE>
<CAPTION>
                                                                    YEARS ENDED JUNE 30,
                                  ----------------------------------------------------------------------------------------
           FIDUCIARY                 1997         1996         1995         1994         1993         1992         1991
- --------------------------------------------------------------------------------------------------------------------------
<S>                               <C>          <C>          <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF
  PERIOD                          $    9.33    $    9.54    $    9.23    $   10.43    $   10.18    $    9.59    $    9.49
- --------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                0.64         0.65         0.64         0.54         0.66         0.71         0.79
  Net realized and unrealized
    gains (losses) from
    investments and futures            0.09        (0.21)        0.35        (0.74)        0.38         0.59         0.06
- --------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities       0.73         0.44         0.99        (0.20)        1.04         1.30         0.85
- --------------------------------------------------------------------------------------------------------------------------
Distributions
  Net investment income               (0.64)       (0.65)       (0.64)       (0.57)       (0.66)       (0.71)       (0.75)
  Net realized gains                  --           --           (0.04)       (0.43)       (0.13)       --           --
- --------------------------------------------------------------------------------------------------------------------------
Total Distributions                   (0.64)       (0.65)       (0.68)       (1.00)       (0.79)       (0.71)       (0.75)
- --------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD    $    9.42    $    9.33    $    9.54    $    9.23    $   10.43    $   10.18    $    9.59
- --------------------------------------------------------------------------------------------------------------------------
Total Return                           8.10%        4.62%       11.29%      (2.54)%       10.62%       13.85%        9.20%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period
    (000)                          $730,754     $520,239     $474,124     $560,071     $483,291     $376,898     $269,856
  Ratio of expenses to average
    net assets                         0.60%        0.59%        0.59%        0.53%        0.56%        0.49%        0.29%
  Ratio of net investment income
    to average net assets              6.85%        6.76%        6.94%        5.35%        6.44%        7.18%        7.88%
  Ratio of expenses to average
    net assets*                        0.80%        0.81%        0.86%        0.85%        0.90%        1.04%        0.89%
  Ratio of net investment income
    to average net assets*             6.65%        6.54%        6.67%        5.03%        6.10%        6.63%        7.28%
  Portfolio Turnover (a)              55.18%       95.52%      262.25%      131.04%      143.52%       32.50%       39.63%

<CAPTION>

                                  -------------------------------------
           FIDUCIARY                 1990          1989        1988(c)
- ----------------------------------------------------------------------
<S>                               <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF
  PERIOD                          $    9.92    $    9.88    $   10.00
- ----------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                0.80         0.64         0.54
  Net realized and unrealized
    gains (losses) from
    investments and futures           (0.20)        0.04        (0.12)
- --------------------------------------------------------------------------------------------------------------------------

Total from Investment Activities       0.60         0.68         0.42
- --------------------------------------------------------------------------------------------------------------------------

Distributions
  Net investment income               (0.80)       (0.64)       (0.54)
  Net realized gains                  (0.23)       --           --
- --------------------------------------------------------------------------------------------------------------------------

Total Distributions                   (1.03)       (0.64)       (0.54)
- --------------------------------------------------------------------------------------------------------------------------

NET ASSET VALUE, END OF PERIOD    $    9.49    $    9.92      $  9.88(b)
- --------------------------------------------------------------------------------------------------------------------------

Total Return                           6.37%        7.32%        4.00%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period
    (000)                           $57,308      $49,128         $998
  Ratio of expenses to average
    net assets                         0.40%        0.45%        1.96%(b)
  Ratio of net investment income
    to average net assets              8.27%        8.66%        5.88%(b)
  Ratio of expenses to average
    net assets*                        1.00%        1.06%        2.78%(b)
  Ratio of net investment income
    to average net assets*             7.67%        8.05%        5.08%(b)
  Portfolio Turnover (a)             119.23%      194.19%        0.00%
</TABLE>

* During the period certain fees were voluntarily reduced. If such voluntary fee
  reductions had not occurred, the ratios would have been as
  indicated.  (a) Portfolio turnover is calculated on the basis of the Fund as a
  whole without distinguishing among the classes of shares
  issued.  (b) Annualized.  (c) The Fund commenced operations on July 2, 1987;
  at that time, the Fund did not offer multiple classes of shares. Subsequently,
  all shares of the Fund were redesignated as Fiduciary Class shares.

<TABLE>
<CAPTION>
                                                                                   YEAR ENDED JUNE 30,
                                                       --------------------------------------------------------------
                       CLASS A                            1997         1996         1995         1994         1993       1992(c)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>          <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD                   $    9.32    $    9.54    $    9.22    $   10.43    $   10.16    $  10.06
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                     0.62         0.63         0.61         0.52         0.63        0.26
  Net realized and unrealized gains (losses) from
    investments and futures                                 0.09        (0.23)        0.36        (0.75)        0.41        0.11
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                            0.71         0.40         0.97        (0.23)        1.04        0.37
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  Net investment income                                    (0.62)       (0.62)       (0.60)       (0.55)       (0.64)      (0.27)
  In excess of net investment income                       --           --           (0.01)       --           --           --
  Net realized gains                                       --           --           (0.04)       (0.43)       (0.13)       --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                        (0.62)       (0.62)       (0.65)       (0.98)       (0.77)      (0.27)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                         $    9.41    $    9.32    $    9.54    $    9.22    $   10.43    $  10.16
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                        7.85%        4.26%       10.90%      (2.33)%       10.58%      10.16%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                      $14,325      $10,127       $6,796       $5,347       $7,064        $188
  Ratio of expenses to average net assets                   0.85%        0.84%        1.01%        0.78%        0.77%       0.97%(b)
  Ratio of net investment income to average net
    assets                                                  6.59%        6.51%        6.57%        5.25%        6.12%       6.58%(b)
  Ratio of expenses to average net assets*                  1.15%        1.16%        1.38%        1.20%        1.26%       1.27%(b)
  Ratio of net investment income to average net
    assets*                                                 6.29%        6.19%        6.20%        4.83%        5.63%       6.28%(b)
  Portfolio Turnover (a)                                   55.18%       95.52%      262.25%      131.04%      143.52%      32.50%
</TABLE>

* During the period certain fees were voluntarily reduced. If such voluntary fee
  reductions had not occurred, the ratios would have been as
  indicated.  (a) Portfolio turnover is calculated on the basis of the Fund as a
  whole without distinguishing among the classes of shares
  issued.  (b) Annualized.  (c) Class A Shares commenced offering on February
  18, 1992.


<PAGE>
                                                                            7
THE ONE GROUP(R) INCOME BOND FUND    FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                          YEAR ENDED JUNE 30,
                                                                          ---------------------------------------------------
                              CLASS B                                   1997             1996             1995          1994(a)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>              <C>              <C>            <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                  $   9.40         $   9.62         $   9.29       $   9.97
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                                   0.56             0.56             0.56           0.17
  Net realized and unrealized gains (losses) from investments and
    futures                                                               0.09            (0.21)            0.38          (0.70)
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                          0.65             0.35             0.94          (0.53)
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  Net investment income                                                  (0.56)           (0.57)           (0.57)         (0.15)
  Net realized gains                                                     --               --               (0.04)         --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                      (0.56)           (0.57)           (0.61)         (0.15)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                        $   9.49         $   9.40         $   9.62         $ 9.29
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                                      7.15%            3.65%           10.63%         (5.29)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                   $10,873          $6,110           $1,887             $723
  Ratio of expenses to average net assets                                 1.50%            1.49%            1.49%          1.45%(c)
  Ratio of net investment income to average net assets                    5.95%            5.86%            6.16%          5.20%(c)
  Ratio of expenses to average net assets*                                1.80%            1.81%            1.86%          1.84%(c)
  Ratio of net investment income to average net assets*                   5.65%            5.54%            5.80%          4.81%(c)
  Portfolio Turnover(d)                                                  55.18%           95.52%          262.25%        131.04%
</TABLE>

* 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 B Shares commenced offering on January 17,
  1994.  (b) Not annualized.  (c) Annualized.  (d) Portfolio turnover is
  calculated on the basis of the Fund as a whole without distinguishing among
  the classes of shares issued.


<PAGE>
8


THE ONE GROUP(R)
GOVERNMENT BOND FUND
[ICON] INVESTMENT OBJECTIVE
The Fund seeks a high level of current income with liquidity and safety of
principal.

[ICON] INVESTMENT STRATEGY
The Fund limits its investments to securities issued by the U.S. Government and
its agencies and instrumentalities or related to securities issued by the U.S.
Government and its agencies and instrumentalities. The Fund's average weighted
remaining maturity will ordinarily range between three and fifteen years, taking
into account expected prepayment of principal on certain investments. However,
the Fund's average weighted remaining maturity may be outside this range if
warranted by market conditions.

[ICON] PORTFOLIO SECURITIES

At least 65% of the Fund's total assets will be invested in debt instruments
with principal and interest guaranteed 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 secured by mortgages that
are issued or guaranteed by certain U.S. government agencies or
instrumentalities. For a list of all the securities in which the Fund may
invest, please read "Investment Practices."


[ICON] RISK CONSIDERATIONS
The Fund's ability to achieve higher income is not as great as that of funds
that invest in lower-quality instruments. In addition, the Fund invests in
fixed-income securities. The value of these securities will change in response
to interest rate changes and other factors. The Fund also invests in
mortgage-related securities which may have greater price and yield volatility
than traditional fixed income securities. Before you invest, please read "More
About the Funds" and "Investment Risks."

[ICON] FUND MANAGEMENT

Thomas E. Donne, CFA, has been a Manager of the Fund since January, 1995. Since
1988, Mr. Donne has held various portfolio management positions with Banc One
Investment Advisors and its affiliates.



   Michael J. Sais, CFA, is head of mortgage research for Banc One Investment
Advisors and has been a Manager of the Fund since November, 1996. Mr. Sais also
has managed the Ultra Short-Term Fund since 1995. Before joining Banc One
Investment Advisors in 1995, Mr. Sais was a Eurodollar trader with Citibank, a
senior portfolio manager for Valley National Bank of Arizona (now Bank One,
Arizona, N.A.), and head portfolio manager for PRIMERIT Bank FSB. Mr. Sais has
nine years of investment management experience.


 SHAREHOLDER EXPENSES

<TABLE>
<CAPTION>
   SHAREHOLDER TRANSACTION EXPENSES (1)      CLASS A   CLASS B   CLASS C   FIDUCIARY CLASS
<S>                                          <C>       <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)         4.50%      none      none          none
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase
  price or redemption proceeds, as
  applicable)                                  none(2)  5.00%     1.00%          none
Redemption Fees                                none      none      none          none
Exchange Fees                                  none      none      none          none

ANNUAL OPERATING EXPENSES (3) (as a
  percentage of average daily net assets)
Investment Advisory Fees                       .45%      .45%      .45%          .45%
12b-1 Fees (after fee waiver) (4)              .25%      .90%      .90%          none
Other Expenses                                 .24%      .24%      .24%          .24%
Total Fund Operating Expenses (after fee
  waiver) (5)                                  .94%     1.59%     1.59%          .69%
</TABLE>

(1) If you buy or sell shares through a Shareholder Servicing Agent, you may be
    charged separate transaction fees by the Shareholder Servicing Agent. In
    addition, a $7.00 charge is deducted from redemption amounts paid by wire.
(2) Except for purchases of $1 million or more. Please see "Sales Charges."
(3) Expense information has been restated to reflect current expenses.
(4) Due to 12b-1 fees, long-term Class A, Class B and Class C shareholders may
    pay more than the equivalent of the maximum front-end sales charges
    permitted by the rules of the National Association of Securities Dealers.
    Without the voluntary waiver of fees, 12b-1 fees would be .35% for Class A
    shares and 1.00% for Class B and Class C shares.
(5) Without the voluntary reduction of 12b-1 fees, Total Operating Expenses
    would be 1.04% for Class A shares and 1.69% for Class B shares and Class C
    shares.





 EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                         $ 54       $  74       $  95        $155
Class A (without fee waiver)                    $ 55       $  77       $ 100        $166
Class B                                         $ 66       $  80       $ 107        $172
Class B (without fee waiver)                    $ 67       $  83       $ 112        $183
Class C                                         $ 26       $  50       $  87        $189
Class C (without fee waiver)                    $ 27       $  53       $  92        $200
Fiduciary Class                                 $  7       $  22       $  38        $ 86
Fiduciary Class (without fee waiver)            $  7       $  22       $  38        $ 86
</TABLE>

Assuming no redemption at the end of each time period, 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                                         $ 54       $  74       $  95        $155
Class A (without fee waiver)                    $ 55       $  77       $ 100        $166
Class B                                         $ 16       $  50       $  87        $172
Class B (without fee waiver)                    $ 17       $  53       $  92        $183
Class C                                         $ 16       $  50       $  87        $189
Class C (without fee waiver)                    $ 17       $  53       $  92        $200
Fiduciary Class                                 $  7       $  22       $  38        $ 86
Fiduciary Class (without fee waiver)            $  7       $  22       $  38        $ 86
</TABLE>

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

These examples are designed to assist you in understanding the various costs and
expenses that may be directly or indirectly paid by investors in the Fund. THESE
EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
                                                                             9
THE ONE GROUP(R) GOVERNMENT BOND FUND    FINANCIAL HIGHLIGHTS


The Financial Highlights are intended to help you understand the Fund's
financial performance for the past 10 years or since inception, if less than 10
years. The total returns in the table represent the rate a shareholder would
have earned on an investment in the Fund (assuming reinvestment of all dividends
and distributions). This information has been derived from financial statements
audited by Coopers & Lybrand L.L.P., whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.


<TABLE>
<CAPTION>
                                                                                   YEAR ENDED JUNE 30,
                                                              --------------------------------------------------------------
                      FIDUCIARY                            1997            1996            1995            1994          1993(a)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>             <C>             <C>             <C>             <C>
NET ASSET VALUE, BEGINNING OF PERIOD                    $    9.56       $    9.81       $    9.35       $   10.15      $   10.00
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                      0.62            0.62            0.62            0.51           0.20
  Net realized and unrealized gains (losses) from
    investments and futures                                  0.13           (0.25)           0.46           (0.77)          0.15
- ----------------------------------------------------------------------------------------------------------------------------------

Total from Investment Activities                             0.75            0.37            1.08           (0.26)          0.35
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  Net investment income                                     (0.62)          (0.62)          (0.61)          (0.50)         (0.20)
  In excess of net investment income                        --              --              (0.01)          (0.02)          --
  In excess of net realized gains                           --              --              --              (0.02)          --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                         (0.62)          (0.62)          (0.62)          (0.54)         (0.20)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                          $    9.69       $    9.56       $    9.81       $    9.35       $  10.15
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return                                                 8.10%           3.81%          12.04%         (2.73)%          9.03%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                     $ 724,423       $ 677,326       $ 379,826       $ 209,692       $ 52,152
  Ratio of expenses to average net assets                    0.62%           0.68%           0.71%           0.68%          0.69%(b)
  Ratio of net investment income to average net assets       6.45%           6.34%           6.65%           5.13%          5.43%(b)
  Ratio of expenses to average net assets*                   0.68%           0.69%           0.73%           0.71%          1.05%(b)
  Ratio of net investment income to average net
    assets*                                                  6.39%           6.33%           6.63%           5.10%          5.07%(b)
  Portfolio Turnover(c)                                     60.53%          62.70%         106.14%         377.78%        139.24%
</TABLE>

* 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 offering on February 8, 1993.  (b) Annualized.  (c) Portfolio
  turnover is calculated on the basis of the Fund as a whole without
  distinguishing among the classes of shares issued.

<TABLE>
<CAPTION>
                                                                                   YEAR ENDED JUNE 30,
                                                              --------------------------------------------------------------
                       CLASS A                             1997            1996            1995            1994         1993(a)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>             <C>             <C>             <C>            <C>
NET ASSET VALUE, BEGINNING OF PERIOD                    $    9.56       $    9.81       $    9.35       $   10.17      $   10.22
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                      0.60            0.60            0.61            0.48           0.17
  Net realized and unrealized gains (losses) from
    investments and futures                                  0.13           (0.25)           0.45           (0.79)         (0.05)
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                             0.73            0.35            1.06           (0.31)          0.12
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  Net investment income                                     (0.60)          (0.60)          (0.59)          (0.47)         (0.17)
  In excess of net investment income                        --              --              (0.01)          (0.02)         --
  In excess of net realized gains                           --              --              --              (0.02)         --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                         (0.60)          (0.60)          (0.60)          (0.51)         (0.17)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                          $    9.69       $    9.56       $    9.81       $    9.35      $   10.17
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                         7.83%           3.58%          11.84%         (3.16)%          5.35%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                     $  34,727       $  38,800       $   8,130       $   1,690      $     840
  Ratio of expenses to average net assets                    0.87%           0.93%           0.97%           0.92%          0.95%(b)
  Ratio of net investment income to average net assets       6.20%           6.09%           6.46%           4.84%          5.56%(b)
  Ratio of expenses to average net assets*                   1.03%           1.04%           1.09%           1.05%          1.44%(b)
  Ratio of net investment income to average net
    assets*                                                  6.04%           5.98%           6.34%           4.71%          5.07%(b)
  Portfolio Turnover(c)                                     60.53%          62.70%         106.14%         377.78%        139.24%
</TABLE>

* 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 March 6,
  1993.  (b) Annualized.  (c) Portfolio turnover is calculated on the basis of
  the Fund as a whole without distinguishing among the classes of shares issued.



<PAGE>
10

THE ONE GROUP(R) GOVERNMENT BOND FUND    FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                          YEAR ENDED JUNE 30,
                                                                          ---------------------------------------------------
                              CLASS B                                   1997             1996             1995          1994(a)
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>              <C>              <C>            <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                  $   9.56         $   9.81         $   9.35       $  10.04
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                                   0.54             0.54             0.55           0.18
  Net realized and unrealized gains (losses) from investments and
    futures                                                               0.13            (0.25)            0.46          (0.69)
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                          0.67             0.29             1.01          (0.51)
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  Net investment income                                                  (0.54)           (0.54)           (0.55)         (0.16)
  In excess of net investment income                                     --               --               --             (0.02)
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                      (0.54)           (0.54)           (0.55)         (0.18)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                        $   9.69         $   9.56         $   9.81       $   9.35
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                                      7.14%            2.95%           11.20%         (4.99)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                    $11,729          $10,782           $2,513          $ 656
  Ratio of expenses to average net assets                                 1.52%            1.58%            1.62%          1.52%(c)
  Ratio of net investment income to average net assets                    5.55%            5.44%            5.76%          4.60%(c)
  Ratio of expenses to average net assets*                                1.68%            1.69%            1.74%          1.63%(c)
  Ratio of net investment income to average net assets*                   5.39%            5.33%            5.64%          4.49%(c)
  Portfolio Turnover(d)                                                  60.53%           62.70%          106.14%        377.78%
</TABLE>

* 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 B Shares commenced offering on January 14,
  1994.  (b) Not annualized.  (c) Annualized.  (d) Portfolio turnover is
  calculated on the basis of the Fund as a whole without distinguishing among
  the classes of shares issued.


<PAGE>
                                                                            11
THE ONE GROUP(R)
ULTRA SHORT-TERM INCOME FUND
[ICON] 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.

[ICON] INVESTMENT STRATEGY
The Fund invests in all types of debt securities, including money market
instruments, adjustable rate mortgage backed securities and taxable and
tax-exempt municipal securities. The Fund will maintain a maximum duration
approximately equal to that of a two-year U.S. Treasury security, although the
Fund's actual duration is expected to be approximately equal to that of a one
year U.S. Treasury security.

[ICON] PORTFOLIO SECURITIES
The Fund normally invests at least 80% of its total assets in debt securities.
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 secured 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 may also purchase mortgage-backed securities that are issued by
non-governmental entities. Such securities may or may not have private insurer
guarantees of timely payments. For a list of all the securities in which the
Fund may invest, please read "Investment Practices."

[ICON] RISK CONSIDERATIONS
The Fund invests in fixed-income investments that are subject to market
fluctuations as a result of changes in interest rates. As a result, the value of
investments in the Fund may decrease during periods of rising interest rates. In
addition, the Fund invests in mortgage-related securities which may have greater
price and yield volatility than traditional fixed-income securities. The Fund
also uses investment management hedging techniques that may expose the Fund to
special risks. Before you invest, please read "More About the Funds" and
"Investment Risks."

[ICON] FUND MANAGEMENT

Michael J. Sais, CFA, is head of mortgage research for Banc One Investment
Advisors and has been a Manager of the Fund since 1995. Before joining Banc One
Investment Advisors in 1995, Mr. Sais was a Eurodollar trader with Citibank, a
senior portfolio manager for Valley National Bank of Arizona (now Bank One,
Arizona, N.A.), and head portfolio manager for PRIMERIT Bank FSB. Mr. Sais has
nine years of investment management experience.


 SHAREHOLDER EXPENSES

<TABLE>
<CAPTION>
   SHAREHOLDER TRANSACTION EXPENSES (1)      CLASS A   CLASS B   CLASS C   FIDUCIARY CLASS
<S>                                          <C>       <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)         3.00%      none      none          none
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase
  price or redemption proceeds, as
  applicable)                                  none(2)  3.00%     1.00%          none
Redemption Fees                                none      none      none          none
Exchange Fees                                  none      none      none          none
ANNUAL OPERATING EXPENSES (3) (as a
  percentage of average daily net
  assets) (4)
Investment Advisory Fees (after fee
  waiver) (4)                                  .30%      .30%      .30%          .30%
12b-1 Fees (after fee waiver) (5)              .25%      .75%      .75%          none
Other Expenses (6)                             .25%      .25%      .25%          .25%
Total Fund Operating Expenses (after fee
  waivers) (7)                                 .80%     1.30%     1.30%          .55%
</TABLE>

(1) If you buy or sell shares through a Shareholder Servicing Agent, you may be
    charged separate transaction fees by the Shareholder Servicing Agent. In
    addition, a $7.00 charge is deducted from redemption amounts paid by wire.
(2) Except for purchases of $1 million or more. Please see "Sales Charges."
(3) Expense information has been restated to reflect current fees.
(4) Without the fee waiver, Investment Advisory Fees would be .55% for all
    classes of shares.
(5) Due to 12b-1 fees, long-term Class A, Class B and Class C shareholders may
    pay more than the equivalent of the maximum front-end sales charges
    permitted by the rules of the National Association of Securities Dealers.
    Without the voluntary waiver of fees, 12b-1 fees would be .35% for Class A
    shares and 1.00% for Class B and Class C shares.
(6) Without the fee waiver, Other Expenses would be .31% for all classes of
    shares.
(7) Without the voluntary reduction of Investment Advisory and 12b-1 fees, Total
    Operating Expenses would be 1.21% for Class A shares, 1.80% for Class B
    shares, 1.80% for Class C shares, and .86% for Fiduciary Class shares.

 EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                         $ 38       $  55       $  73        $126
Class A (without fee waivers)                   $ 42       $  67       $  95        $172
Class B                                         $ 43       $  61       $  71        $130
Class B (without fee waivers)                   $ 48       $  77       $  97        $182
Class C                                         $ 23       $  41       $  71        $157
Class C (without fee waivers)                   $ 28       $  57       $  97        $212
Fiduciary Class                                 $  6       $  18       $  31        $ 69
Fiduciary Class (without fee waiver)            $  9       $  27       $  48        $106
</TABLE>

Assuming no redemption at the end of each time period, 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                                         $ 38       $  55       $  73        $126
Class A (without fee waivers)                   $ 42       $  67       $  95        $172
Class B                                         $ 13       $  41       $  71        $130
Class B (without fee waivers)                   $ 18       $  57       $  97        $182
Class C                                         $ 13       $  41       $  71        $157
Class C (without fee waivers)                   $ 18       $  57       $  97        $212
Fiduciary Class                                 $  6       $  18       $  31        $ 69
Fiduciary Class (without fee waiver)            $  9       $  27       $  48        $106
</TABLE>

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

These examples are designed to assist you in understanding the various costs and
expenses that may be directly or indirectly paid by investors in the Fund. THESE
EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
12

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


The Financial Highlights are intended to help you understand the Fund's
financial performance for the past 10 years or since inception, if less than 10
years. The total returns in the table represent the rate a shareholder would
have earned on an investment in the Fund (assuming reinvestment of all dividends
and distributions). This information has been derived from financial statements
audited by Coopers & Lybrand L.L.P., whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.


<TABLE>
<CAPTION>
                                                                                   YEAR ENDED JUNE 30,
                                                              --------------------------------------------------------------
                      FIDUCIARY                            1997            1996            1995            1994          1993(a)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>             <C>             <C>             <C>             <C>
NET ASSET VALUE, BEGINNING OF PERIOD                    $    9.79       $    9.84       $    9.85       $   10.03       $  10.00
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                      0.62            0.62            0.55            0.36           0.17
  Net realized and unrealized gains (losses) from
    investments and futures                                  0.05           (0.07)          (0.05)          (0.15)          0.03
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                             0.67            0.55            0.50            0.21           0.20
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  Net investment income                                     (0.59)          (0.60)          (0.48)          (0.37)         (0.17)
  In excess of net investment income                        --              --              (0.03)          (0.02)         --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                         (0.59)          (0.60)          (0.51)          (0.39)         (0.17)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                          $    9.87       $    9.79       $    9.84       $    9.85       $  10.03
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return                                                 7.14%           5.71%           5.14%           2.16%          4.93%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                      $114,413         $57,276         $51,050        $139,593       $154,413
  Ratio of expenses to average net assets                    0.35%           0.45%           0.61%           0.65%          0.58%(b)
  Ratio of net investment income to average net assets       6.02%           6.20%           5.18%           3.70%          4.71%(b)
  Ratio of expenses to average net assets*                   0.81%           1.06%           1.01%           0.81%          1.03%(b)
  Ratio of net investment income to average net
    assets*                                                  5.56%           5.59%           4.78%           3.54%          4.26%(b)
  Portfolio Turnover(c)                                     70.36%          67.65%           2.91%         242.20%        109.96%
</TABLE>

* 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 2, 1993.  (b) Annualized.  (c) Portfolio
  turnover is calculated on the basis of the Fund as a whole without
  distinguishing among the classes of shares issued.

<TABLE>
<CAPTION>
                                                                                   YEAR ENDED JUNE 30,
                                                              --------------------------------------------------------------
                       CLASS A                             1997            1996            1995            1994         1993(a)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>             <C>             <C>             <C>            <C>
NET ASSET VALUE, BEGINNING OF PERIOD                    $    9.78       $    9.83       $    9.84       $   10.03      $   10.00
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                      0.58            0.58            0.52            0.36           0.14
  Net realized and unrealized gains (losses) from
    investments and futures                                  0.09           (0.06)          (0.06)          (0.17)          0.03
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                             0.67            0.52            0.46            0.19           0.17
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  Net investment income                                     (0.58)          (0.57)          (0.46)          (0.34)         (0.14)
  In excess of net investment income                        --              --              (0.01)          (0.04)         --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                         (0.58)          (0.57)          (0.47)          (0.38)         (0.14)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                          $    9.87       $    9.78       $    9.83       $    9.84       $  10.03
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                         7.00%           5.42%           4.84%           1.95%          4.78%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                       $29,643          $3,969          $4,631         $19,053         $3,106
  Ratio of expenses to average net assets                    0.61%           0.70%           0.86%           0.89%          0.81%(b)
  Ratio of net investment income to average net assets       5.78%           5.95%           4.88%           3.54%          4.47%(b)
  Ratio of expenses to average net asset*                    1.17%           1.41%           1.36%           1.14%          1.34%(b)
  Ratio of net investment income to average net asset*       5.22%           5.24%           4.38%           3.29%          3.95%(b)
  Portfolio Turnover(c)                                     70.36%          67.65%           2.91%         242.20%        109.96%
</TABLE>

* 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 offering on March 10, 1993.  (b) Annualized.  (c) Portfolio
  turnover is calculated on the basis of the Fund as a whole without
  distinguishing among the classes of shares issued.


<PAGE>
                                                                           13

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

<TABLE>
<CAPTION>
                                                                                          YEAR ENDED JUNE 30,
                                                                          ---------------------------------------------------
                              CLASS B                                   1997             1996             1995          1994(a)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>              <C>              <C>            <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                  $   9.76         $   9.84         $   9.86       $   9.98
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                                   0.54             0.52             0.47           0.12
  Net realized and unrealized gains (losses) from investments and
    futures                                                               0.05            (0.07)           (0.04)         (0.11)
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                          0.59             0.45             0.43           0.01
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  Net investment income                                                  (0.54)           (0.53)           (0.45)         (0.12)
  In excess of net investment income                                     --               --               --             (0.01)
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                      (0.54)           (0.53)           (0.45)         (0.13)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                        $   9.81         $   9.76         $   9.84       $   9.86
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                                      6.22%            4.63%            4.77%         (0.09)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                   $  2,818         $  1,144         $    160       $     15
  Ratio of expenses to average net assets                                 1.07%            1.20%            1.31%          1.41%(c)
  Ratio of net investment income to average net assets                    5.18%            5.45%            4.91%          3.49%(c)
  Ratio of expenses to average net assets*                                1.81%            2.06%            1.96%          1.83%(c)
  Ratio of net investment income to average net assets*                   4.44%            4.59%            4.26%          3.07%(c)
  Portfolio Turnover(d)                                                  70.36%           67.65%            2.91%        242.20%
</TABLE>

* 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 offering on January 14, 1994.  (b) Not
  annualized.  (c) Annualized.  (d) Portfolio turnover is calculated on the
  basis of the Fund as a whole without distinguishing among the classes of
  shares issued.


<PAGE>
14

THE ONE GROUP(R)
LIMITED VOLATILITY BOND FUND
[ICON] INVESTMENT OBJECTIVE
The Fund seeks current income consistent with preservation of capital through
investment in high and medium-grade fixed-income securities.

[ICON] INVESTMENT STRATEGY
The Fund invests in all types of debt securities with short to intermediate
maturities. The Fund's average weighted maturity will ordinarily range between
one and five years taking into account expected prepayment of principal on
certain investments, although the Fund may shorten the weighted average maturity
to as little as 90 days for temporary defensive purposes.

[ICON] PORTFOLIO SECURITIES

The Fund invests at least 80% of its total assets in debt securities with short
to intermediate maturities. At least 65% of the Fund's total assets will consist
of bonds and at least 65% of total assets will consist of obligations issued by
the U.S. Government, its agencies, or instrumentalities (some of which may be
subject to repurchase agreements). The Fund also may purchase taxable or
tax-exempt municipal securities. Up to 20% the total assets may be invested in
preferred stock. For a list of all the securities in which the Fund may invest,
please read "Investment Practices."


[ICON] RISK CONSIDERATIONS
The Fund invests in fixed-income securities. The value of these securities will
change in response to interest rate changes and other factors. In addition, the
Fund invests in mortgage-related securities which may have greater price and
yield volatility than traditional fixed-income securities. Before you invest,
please read "More About the Funds" and "Investment Risks."

[ICON] FUND MANAGEMENT
Roger A. Craig has been the manager of the Fund since November, 1996. Mr. Craig
has served as a fixed income manager for Banc One Investment Advisors and its
affiliates since 1986.

 SHAREHOLDER EXPENSES

<TABLE>
<CAPTION>
   SHAREHOLDER TRANSACTION EXPENSES (1)      CLASS A   CLASS B   CLASS C   FIDUCIARY CLASS
<S>                                          <C>       <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)         3.00%      none      none          none
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase
  price or redemption proceeds, as
  applicable)                                  none(2)  3.00%     1.00%          none
Redemption Fees                                none      none      none          none
Exchange Fees                                  none      none      none          none

ANNUAL OPERATING EXPENSES (3) (as a
  percentage of average daily net assets)
Investment Advisory Fees (after fee
  waiver) (4)                                  .40%      .40%      .40%          .40%
12b-1 Fees (after fee waiver) (5)              .25%      .75%      .75%          none
Other Expenses                                 .22%      .22%      .22%          .22%
Total Fund Operating Expenses (after fee
  waiver) (6)                                  .87%     1.37%     1.37%          .62%
</TABLE>

(1) If you buy or sell shares through a Shareholder Servicing Agent, you may be
    charged separate transaction fees by the Shareholder Servicing Agent. In
    addition, a $7.00 charge is deducted from redemption amounts paid by wire.
(2) Except for purchases of $1 million or more. Please see "Sales Charges."
(3) Expense information has been restated to reflect current fees.
(4) Without the fee waiver, Investment Advisory Fees would be .60% for all
    classes of shares.
(5) Due to 12b-1 fees, long-term Class A, Class B and Class C shareholders may
    pay more than the equivalent of the maximum front-end sales charges
    permitted by the rules of the National Association of Securities Dealers.
    Without the voluntary waiver of fees, 12b-1 fees would be .35% for Class A
    shares and 1.00% for Class B and Class C shares.
(6) Without the voluntary reduction of Investment Advisory and 12b-1 fees, Total
    Operating Expenses would be 1.17% for Class A shares, 1.82% for Class B
    shares, 1.82% for Class C shares and .82% for Fiduciary Class shares.

 EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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       $  57       $  77        $134
Class A (without fee waivers)                   $ 42       $  66       $  92        $168
Class B                                         $ 44       $  63       $  75        $138
Class B (without fee waivers)                   $ 48       $  77       $  99        $181
Class C                                         $ 24       $  43       $  75        $165
Class C (without fee waivers)                   $ 28       $  57       $  99        $214
Fiduciary Class                                 $  6       $  20       $  35        $ 77
Fiduciary Class (without fee waiver)            $  8       $  26       $  46        $101
</TABLE>

Assuming no redemption at the end of each time period, 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                                         $ 39       $  57       $  77        $134
Class A (without fee waivers)                   $ 42       $  66       $  92        $168
Class B                                         $ 14       $  43       $  75        $138
Class B (without fee waivers)                   $ 18       $  57       $  99        $181
Class C                                         $ 14       $  43       $  75        $165
Class C (without fee waivers)                   $ 18       $  57       $  99        $214
Fiduciary Class                                 $  6       $  20       $  35        $ 77
Fiduciary Class (without fee waiver)            $  8       $  26       $  46        $101
</TABLE>

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

These examples are designed to assist you in understanding the various costs and
expenses that may be directly or indirectly paid by investors in the Fund. THESE
EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
                                                                           15

THE ONE GROUP(R) LIMITED VOLATILITY BOND FUND    FINANCIAL HIGHLIGHTS


The Financial Highlights are intended to help you understand the Fund's
financial performance for the past 10 years or since inception, if less than 10
years. The total returns in the table represent the rate a shareholder would
have earned on an investment in the Fund (assuming reinvestment of all dividends
and distributions). This information has been derived from financial statements
audited by Coopers & Lybrand L.L.P., whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.


<TABLE>
<CAPTION>
                                                                         YEAR ENDED JUNE 30,
                                            -----------------------------------------------------------------------------
            FIDUCIARY                  1997          1996          1995          1994          1993          1992          1991
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>           <C>           <C>           <C>           <C>           <C>           <C>
NET ASSET VALUE, BEGINNING OF
  PERIOD                            $   10.42     $   10.53     $   10.33     $   10.87     $   10.72     $   10.26    $   10.00
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                  0.63          0.64          0.60          0.54          0.61          0.70         0.58
  Net realized and unrealized
    gains (losses) from
    investments and futures              0.05         (0.11)         0.19         (0.45)         0.25          0.47         0.25
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities         0.68          0.53          0.79          0.09          0.86          1.17         0.83
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  Net investment income                 (0.63)        (0.64)        (0.59)        (0.55)        (0.62)        (0.70)       (0.57)
  In excess of net investment
    income                              --            --            --            (0.02)        --            --           --
  Net realized gains                    --            --            --            (0.06)        (0.09)        (0.01)       --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                     (0.63)        (0.64)        (0.59)        (0.63)        (0.71)        (0.71)       (0.57)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD      $   10.47     $   10.42     $   10.53     $   10.33     $   10.87     $   10.72    $   10.26
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return                             6.75%         5.13%         7.96%         0.79%         8.27%        11.75%        9.76%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period
    (000)                            $563,979      $604,916      $410,746      $447,394      $397,820      $301,907     $154,991
  Ratio of expenses to average net
    assets                               0.51%         0.51%         0.52%         0.50%         0.56%         0.52%        0.32%(b)
  Ratio of net investment income
    to average net assets                6.06%         6.06%         5.82%         5.10%         5.70%         6.63%        7.49%(b)
  Ratio of expenses to average net
    assets*                              0.81%         0.82%         0.85%         0.85%         0.90%         1.04%        0.92%(b)
  Ratio of net investment income
    to average net assets*               5.76%         5.75%         5.49%         4.75%         5.36%         6.11%        6.89%(b)
  Portfolio Turnover(a)                 66.61%        75.20%        76.43%        30.61%        40.28%        43.87%       24.69%
</TABLE>

* During the period certain fees were voluntarily reduced. If such voluntary fee
  reductions had not occurred, the ratios would have been as
  indicated.  (a) Portfolio turnover is calculated on the basis of the Fund as a
  whole without distinguishing among the classes of shares
  issued.  (b) Annualized.

<TABLE>
<CAPTION>
                                                                                YEAR ENDED JUNE 30,
                                                         ------------------------------------------------------------------
                    CLASS A                          1997          1996          1995          1994          1993        1992(c)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>           <C>           <C>           <C>           <C>           <C>
NET ASSET VALUE, BEGINNING OF PERIOD              $   10.41     $   10.52     $   10.32     $   10.87     $   10.72     $  10.61
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                0.61          0.63          0.56          0.52          0.59         0.24
  Net realized and unrealized gains (losses)
    from investments and futures                       0.05         (0.13)         0.21         (0.46)         0.24         0.13
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                       0.66          0.50          0.77          0.06          0.83         0.37
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  Net investment income                               (0.61)        (0.61)        (0.56)        (0.51)        (0.59)       (0.26)
  In excess of net investment income                  --            --            (0.01)        (0.04)        --            --
  Net realized gains                                  --            --            --            (0.06)        (0.09)        --
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                   (0.61)        (0.61)        (0.57)        (0.61)        (0.68)       (0.26)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                    $   10.46     $   10.41     $   10.52     $   10.32     $   10.87    $   10.72
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                   6.47%         4.86%         7.67%         0.49%         8.04%        9.84%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                 $20,055       $21,343       $12,516       $15,216       $15,719    $     161
  Ratio of expenses to average net assets              0.76%         0.76%         0.77%         0.75%         0.76%        0.99%(b)
  Ratio of net investment income to average net
    assets                                             5.81%         5.81%         5.57%         4.92%         5.35%        5.95%(b)
  Ratio of expenses to average net assets*             1.16%         1.17%         1.20%         1.20%         1.27%        1.29%(b)
  Ratio of net investment income to average net
    assets*                                            5.41%         5.40%         5.14%         4.47%         4.84%        5.65%(b)
  Portfolio Turnover(a)                               66.61%        75.20%        76.43%        30.61%        40.28%       43.87%
</TABLE>

* During the period certain fees were voluntarily reduced. If such voluntary fee
  reductions had not occurred, the ratios would have been as
  indicated.  (a) Portfolio turnover is calculated on the basis of the Fund as a
  whole without distinguishing among the classes of shares
  issued.  (b) Annualized.  (c) Class A Shares commenced offering on February
  18, 1992.

<PAGE>
16

THE ONE GROUP(R) LIMITED VOLATILITY BOND FUND    FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                          YEAR ENDED JUNE 30,
                                                                          ---------------------------------------------------
                              CLASS B                                   1997             1996             1995          1994(a)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>              <C>              <C>            <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                  $  10.49         $  10.60         $  10.40       $  10.78
- ----------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                                   0.55             0.55             0.53           0.17
  Net realized and unrealized gains (losses) from investments and
    futures                                                               0.04            (0.10)            0.19          (0.37)
- ----------------------------------------------------------------------------------------------------------------------------------
Total from Investment Activities                                          0.59             0.45             0.72          (0.20)
- ----------------------------------------------------------------------------------------------------------------------------------
Distributions
  Net investment income                                                  (0.55)           (0.56)           (0.52)         (0.15)
  In excess of net realized gains                                        --               --               --             (0.03)
- ----------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                                      (0.55)           (0.56)           (0.52)         (0.18)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                        $  10.53         $  10.49         $  10.60       $  10.40
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)                                      5.74%            4.28%            7.18%         (1.81)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                     $4,920           $4,923           $2,906         $1,974
  Ratio of expenses to average net assets                                 1.20%            1.26%            1.28%          1.26%(c)
  Ratio of net investment income to average net assets                    5.21%            5.31%            5.10%          4.39%(c)
  Ratio of expenses to average net assets*                                1.81%            1.82%            1.86%          1.86%(c)
  Ratio of net investment income to average net assets*                   4.60%            4.75%            4.52%          3.79%(c)
  Portfolio Turnover(d)                                                  66.61%           75.20%           76.43%         30.61%
</TABLE>

* 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 B Shares commenced offering on January 14,
  1994.  (b) Not annualized.  (c) Annualized.  (d) Portfolio turnover is
  calculated on the basis of the Fund as a whole without distinguishing among
  the classes of shares issued.


<PAGE>
                                                                           17
THE ONE GROUP(R)
TREASURY & AGENCY FUND
[ICON] INVESTMENT OBJECTIVE
The Fund seeks a high level of current income by investing in U.S. Treasury and
other U.S. Agency obligations with a primary, but not exclusive, focus on issues
that produce income exempt from state income taxes.

[ICON] INVESTMENT STRATEGY
The Fund invests in U.S. Treasury and other U.S. Agency obligations including
fixed-income securities and mortgage-related securities. Normally, the Fund's
average weighted maturity will range between two and five years.

[ICON] PORTFOLIO SECURITIES
The Fund normally invests at least 65% of its total assets in U.S. Treasury
bills, notes and other obligations issued or guaranteed by the U.S. Treasury
("Treasury Obligations") and securities issued or guaranteed by U.S. Government
agencies and instrumentalities. Treasury Obligations may include Separately
Traded Registered Interest and Principal Securities ("STRIPS"), Coupon Under
Book Entry Safekeeping ("CUBES"), and securities of other government-only
investment companies, including other funds of The One Group. The Fund also may
invest in government mortgage-backed securities and government adjustable rate
mortgage loans ("ARMs"), as well as engage in securities lending. For a list of
all the securities in which the Fund may invest, please read "Investment
Practices."

[ICON] RISK CONSIDERATIONS
The Fund invests in fixed-income securities. The value of these securities will
change in response to interest rate changes and other factors. Before you
invest, please read "More About the Funds" and "Investment Risks."

[ICON] FUND MANAGEMENT
Scott Grimshaw has been a manager of the Fund since 1996. Mr. Grimshaw is also
head of Derivatives Research for Banc One Investment Advisors and Manager of the
fixed income portion of the Asset Allocation Fund, having served in that
position since November 1994. Mr. Grimshaw served as the Senior Investment
Officer in the Quantitative and Analysis Group for BANC ONE CORPORATION prior to
his current position. Mr. Grimshaw has been employed by BANC ONE CORPORATION or
its affiliates since 1988.

 SHAREHOLDER EXPENSES

<TABLE>
<CAPTION>
   SHAREHOLDER TRANSACTION EXPENSES (1)      CLASS A   CLASS B   CLASS C   FIDUCIARY CLASS
<S>                                          <C>       <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)         3.00%      none      none          none
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase
  price or redemption proceeds, as
  applicable)                                  none(2)  3.00%     1.00%          none
Redemption Fees                                none      none      none          none
Exchange Fees                                  none      none      none          none

ANNUAL OPERATING EXPENSES (3) (as a
  percentage of average daily net assets)
Investment Advisory Fees (after fee
  waiver) (4)                                  .20%      .20%      .20%          .20%
12b-1 Fees (after fee waiver) (5)              .25%      .75%      .75%          none
Other Expenses (6)                             .25%      .25%      .25%          .25%
Total Fund Operating Expenses (after fee
  waiver) (7)                                  .70%     1.20%     1.20%          .45%
</TABLE>

(1) If you buy or sell shares through a Shareholder Servicing Agent, you may be
    charged separate transaction fees by the Shareholder Servicing Agent. In
    addition, a $7.00 charge is deducted from redemption amounts paid by wire.
(2) Except for purchases of $1 million or more. Please see "Sales Charges."
(3) Expense information has been restated to reflect current fees.
(4) Without the fee waiver, Investment Advisory Fees would be .40% for all
    classes of shares.
(5) Due to 12b-1 fees, long-term Class A, Class B and Class C shareholders may
    pay more than the equivalent of the maximum front-end sales charges
    permitted by the rules of the National Association of Securities Dealers.
    Without the voluntary waiver of fees, 12b-1 fees would be .35% for Class A
    shares and 1.00% for Class B and Class C shares.
(6) Without the voluntary reduction, Other Expenses would be .36% for all
    classes of shares.
(7) Without the voluntary reduction of fees, Total Operating Expenses would be
    1.11% for Class A shares, 1.76% for Class B shares, 1.76% for Class C shares
    and .76% for Fiduciary Class shares.













 EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                         $ 37       $  52       $  68        $114
Class A (without fee waivers)                   $ 41       $  64       $  89        $161
Class B                                         $ 42       $  58       $  66        $119
Class B (without fee waivers)                   $ 48       $  75       $  95        $174
Class C                                         $ 22       $  38       $  66        $145
Class C (without fee waivers)                   $ 28       $  55       $  95        $207
Fiduciary Class                                 $  5       $  14       $  25        $ 57
Fiduciary Class (without fee waivers)           $  8       $  24       $  42        $ 94
</TABLE>

Assuming no redemption at the end of each time period, 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                                         $ 37       $  52       $  68        $114
Class A (without fee waivers)                   $ 41       $  64       $  89        $161
Class B                                         $ 12       $  38       $  66        $119
Class B (without fee waivers)                   $ 18       $  55       $  95        $174
Class C                                         $ 12       $  38       $  66        $145
Class C (without fee waivers)                   $ 18       $  55       $  95        $207
Fiduciary Class                                 $  5       $  14       $  25        $ 57
Fiduciary Class (without fee waivers)           $  8       $  24       $  42        $ 94
</TABLE>

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

These examples are designed to assist you in understanding the various costs and
expenses that may be directly or indirectly paid by investors in the Fund. THESE
EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
18

THE ONE GROUP(R) TREASURY & AGENCY FUND    FINANCIAL HIGHLIGHTS


The Financial Highlights are intended to help you understand the Fund's
financial performance for the past 10 years or since inception, if less than 10
years. The total returns in the table represent the rate a shareholder would
have earned on an investment in the Fund (assuming reinvestment of all dividends
and distributions). This information has been derived from financial statements
audited by Coopers & Lybrand L.L.P., whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.


<TABLE>
<CAPTION>
                                                                                                                 JANUARY 20, 1997
                                                                                                                     THROUGH
                                                   FIDUCIARY                                                     JUNE 30, 1997(a)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                              <C>

NET ASSET VALUE, BEGINNING OF PERIOD                                                                                $    10.00
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                                                                                   0.28
  Net realized and unrealized gains (losses) from investments and futures                                                (0.01)
- ---------------------------------------------------------------------------------------------------------------------------------

Total from Investment Activities                                                                                          0.27
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions
Net investment income                                                                                                    (0.28)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                                                                      $     9.99
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)(b)                                                                                   2.78%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                                                                 $  110,084
  Ratio of expenses to average net assets(c)                                                                              0.45%
  Ratio of net investment income to average net assets(c)                                                                 6.44%
  Ratio of expenses to average net assets*(c)                                                                             0.78%
  Ratio of net investment income to average net assets*(c)                                                                6.11%
  Portfolio Turnover (d)                                                                                                 54.44%
</TABLE>

* 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) Not
  annualized.  (c) Annualized.  (d) Portfolio turnover is calculated on the
  basis of the Fund as a whole without distinguishing among the classes of
  shares issued.

<TABLE>
<CAPTION>
                                                                                                                 JANUARY 20, 1997
                                                                                                                     THROUGH
                                                    CLASS A                                                      JUNE 30, 1997(a)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                              <C>

NET ASSET VALUE, BEGINNING OF PERIOD                                                                                $    10.00
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                                                                                   0.29
  Net realized and unrealized gains (losses) from investments and futures                                                (0.02)
- ---------------------------------------------------------------------------------------------------------------------------------

Total from Investment Activities                                                                                          0.27
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions
Net investment income                                                                                                    (0.29)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                                                                      $     9.98
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge)(b)                                                                                   2.78%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                                                                 $       94
  Ratio of expenses to average net assets(c)                                                                              0.71%
  Ratio of net investment income to average net assets(c)                                                                 6.47%
  Ratio of expenses to average net assets*(c)                                                                             1.15%
  Ratio of net investment income to average net assets*(c)                                                                6.03%
  Portfolio Turnover(d)                                                                                                  54.44%
</TABLE>

* 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) Not
  annualized.  (c) Annualized.  (d) Portfolio turnover is calculated on the
  basis of the Fund as a whole without distinguishing among the classes of
  shares issued.


<PAGE>
                                                                           19

THE ONE GROUP(R) TREASURY & AGENCY FUND    FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                                                 JANUARY 20, 1997
                                                                                                                     THROUGH
                                                    CLASS B                                                      JUNE 30, 1997(a)
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                              <C>

NET ASSET VALUE, BEGINNING OF PERIOD                                                                                $    10.00
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                                                                                   0.26
  Net realized and unrealized gains (losses) from investments and futures                                                (0.01)
- ---------------------------------------------------------------------------------------------------------------------------------

Total from Investment Activities                                                                                          0.25
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions
Net investment income                                                                                                    (0.26)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                                                                      $     9.99
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (Excludes Sales Charge) (b)                                                                                  2.58%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                                                                  $      80
  Ratio of expenses to average net assets (c)                                                                             1.23%
  Ratio of net investment income to average net assets (c)                                                                6.30%
  Ratio of expenses to average net assets* (c)                                                                            1.81%
  Ratio of net investment income to average net assets* (c)                                                               5.72%
  Portfolio Turnover (d)                                                                                                 54.44%
</TABLE>

* 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) Not
  annualized.  (c) Annualized.  (d) Portfolio turnover is calculated on the
  basis of the Fund as a whole without distinguishing among the classes of
  shares issued.


<PAGE>

                              MORE ABOUT THE FUNDS

20


WHEN THE PROSPECTUS REFERS TO "BONDS," WHAT TYPES OF INVESTMENTS ARE INCLUDED?



"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, stripped government securities and zero
coupon obligations.


PORTFOLIO QUALITY
- ----------------------------------------------------

The Funds only purchase securities that meet the following criteria.

DEBT SECURITIES

- - The Limited Volatility Bond Fund, the Government Bond Fund and the Treasury &
  Agency Fund may invest in debt securities rated in any of the three highest
  investment grade rating categories.

- - The Ultra Short-Term Income Fund and the Intermediate Bond Fund may invest in
  debt securities rated in any of the four investment grade rating categories.

- - The Income Bond Fund may purchase securities in ANY rating category. Please
  read "Special Risk Considerations" and "High Yield/Junk Bonds" for more
  information about the Income Bond Fund.

PREFERRED STOCK

- - The Ultra Short-Term Income Fund and the Intermediate Bond Fund may only
  invest in preferred stock rated in one of the four highest rating categories.

- - Preferred stock purchased by the Limited Volatility Bond Fund must be rated in
  one of the three highest rating categories.

- - The Income Bond Fund may invest in preferred stock in ANY rating category.

MUNICIPAL SECURITIES

- - The Intermediate Bond Fund and the Ultra Short-Term Income Fund may only
  invest in municipal bonds rated in one of the four highest rating categories.

- - Municipal bonds purchased by the Limited Volatility Bond Fund must be rated in
  one of the three highest rating categories.

- - The Intermediate Bond Fund and the Ultra Short-Term Income Fund may only
  invest in other municipal securities, such as tax-exempt commercial paper,
  notes and variable rate demand obligations that are rated in the highest or
  second highest rating categories. The Limited Volatility Bond Fund may invest
  in such securities only if they are rated in the highest rating category.


- - The Income Bond Fund may invest in municipal securities rated in ANY category.


If the securities are unrated, Banc One Investment Advisors must determine that
they are of comparable quality to rated securities. Banc One Investment Advisors
will look at a security's rating at the time of investment. For more information
about ratings, please see "Description of Ratings" in the Appendix.

ILLIQUID INVESTMENTS
- ----------------------------------------------------

Each Fund may invest up to 15% of its net assets in illiquid investments. A
security is illiquid if it cannot be sold at approximately the value assessed by
the Fund within seven (7) days. Banc One Investment Advisors will follow
guidelines adopted by The One Group Board of Trustees in determining whether an
investment is illiquid.

SPECIAL RISK
CONSIDERATIONS
- ----------------------------------------------------


FIXED INCOME SECURITIES: Investments in fixed income securities (for example,
bonds) will increase or decrease in value based on changes in interest rates. If
rates increase, the value of a Fund's investments generally declines. On the
other hand, if rates fall, the value of the investments generally increases. The
value of your investment in a Fund will increase and decrease as the value of a
Fund's investments increase and decrease. While securities with longer duration
and maturities tend to produce higher yields, they also are subject to greater
fluctuations in value when interest rates change. Usually, changes in the value
of fixed income securities will not affect cash income generated, but may affect
the value of your investment.


DERIVATIVES: Some of the Funds invest in securities that are considered to be
derivatives. These securities may be more volatile than other investments. These
include:

- - options, futures contracts, and options on futures contracts

- - mortgage-backed securities, including collateralized mortgage obligations and
  Real Estate Mortgage Investment Conduits (CMOs and REMICs) and stripped
  mortgage-backed securities (IOs and POs)

- - asset-backed securities

- - swap, cap and floor transactions

- - new financial products

- - structured instruments

- - inverse floating rate instruments

<PAGE>

                                                                              21

Derivatives may be riskier than traditional investments.

LOWER RATED SECURITIES: The Intermediate Bond Fund, the Ultra Short-Term Income
Fund and the Income Bond Fund may invest in debt securities rated in the lowest
investment grade category. Securities in this rating category are considered to
have speculative characteristics. Changes in economic conditions or other
circumstances may have a greater effect on the ability of issuers of these
securities to make principal and interest payments than they do on issuers of
higher grade securities.

HIGH YIELD/JUNK BONDS: The Income Bond Fund may invest in debt securities rated
below investment grade. These securities are regarded as predominately
speculative. Lower rated securities generally provide a higher yield than higher
rated debt securities of similar maturity, but are subject to a greater degree
of risk that the issuer may not be able to make principal and interest payments.
Issuers of these 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.

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 change can 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, political changes or adverse
developments specific to the issuer. A projection of an economic downturn, for
example, could cause the price of these securities to decline because a
recession could lessen the ability of a highly leveraged company to make
principal and interest payments on its debt securities. In the event of a
default, the Income Bond Fund would experience a decrease in income and a
decline in the market value of its investments. 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 debt securities generally fluctuate with changes
in interest rates so that the Income Bond 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 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, the
Income Bond Fund will not rely solely on ratings issued by established credit
rating agencies, but will use such ratings in conjunction with Banc One
Investment Advisors' independent and ongoing review of credit quality.

Because investments in lower rated securities involve greater investment risk,
achievement of the Income Bond Fund's investment objectives may be more
dependent on Banc One Advisor's credit analysis than would be the case if the
Income Bond Fund were investing in higher rated securities. The Income Bond Fund
may seek to hedge investments through transactions in options, futures contracts
and related options. The Income Bond Fund also may use swap agreements to
further manage exposure to lower rated securities.

<PAGE>

                     HOW TO DO BUSINESS WITH THE ONE GROUP

22

PURCHASING
FUND SHARES
- ----------------------------------------------------

WHERE CAN I BUY SHARES?

You may purchase Fund shares from the following sources:

- - The One Group Services Company, and

- - Shareholder Servicing Agents. These include investment advisors, brokers,
  financial planners, banks, insurance companies, retirement or 401(k) plan
  sponsors, or other intermediaries. Shares purchased this way will be held for
  you by the Shareholder Servicing Agent.

WHEN CAN I BUY SHARES?

- - Purchases may be made on any business day. This includes any day that the
  Funds are open for business, other than weekends and the following holidays:
  New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday,
  Memorial Day, Independence Day, Labor Day, Thanksgiving, and Christmas.

- - Purchase requests received by The One Group Services Company before 4 p.m.
  Eastern Standard Time ("EST"), will be effective that day.

- - Purchase orders may be canceled by the Fund's Custodian, State Street Bank and
  Trust Company, if it does not receive "federal funds" by 4:00 p.m. EST (i) on
  the business day after the order is placed if you are buying Fiduciary Class
  shares, and (ii) on the third business day if you are purchasing Class A,
  Class B or Class C shares.

- - If your shares are held by a Shareholder Servicing Agent, it is the
  responsibility of the Shareholder Servicing Agent to send your purchase or
  redemption order to the Fund. Your Shareholder Servicing Agent may have an
  earlier cut-off time for purchase and redemption requests.

- - The One Group Services Company can reject a purchase order if it does not
  think that it is in the best interests of a Fund and/or its shareholders to
  accept the order.

- - Shares are electronically recorded. Therefore, certificates will not be
  issued.

WHAT KIND OF SHARES CAN I BUY?

The One Group offers the following classes of shares:

- - Class A, Class B and Class C shares are available to the general public.

- - Fiduciary Class shares are available to institutional investors and any
  organization authorized to act in a fiduciary, advisory, custodial or agency
  capacity. We will refer to these entities as "Intermediaries."

- - If you intend to hold your shares six or more years, Class B shares may be
  appropriate for you. If you intend to hold your shares for less than six
  years, you may want to consider Class A or Class C shares.


The One Group Fund Direct IRA. The One Group offers a retirement plan and, in
1998, will offer an education plan. These plans allow participants to defer
taxes while their retirement and education savings grow. The education IRA
requires a minimum investment of $500. Call The One Group Services Company at
1-800-480-4111 for an Adoption Agreement.


HOW MUCH DO SHARES COST?

- - Shares are sold at net asset value ("NAV") plus a sales charge, if any.

- - Each class of shares in each Fund has a different NAV. This is primarily
  because each class has different distribution expenses.

- - NAV per share is calculated by dividing the total market value of a Fund's
  investments and other assets allocable to a class (minus class expenses) by
  the number of outstanding shares in that class.

- - A Fund's NAV changes every day. NAV is calculated each business day at 4:00
  p.m. EST.

HOW DO I OPEN AN ACCOUNT?

1. Read the prospectus carefully, and select the Fund or Funds most appropriate
   for you.

2. Decide how much you want to invest.

   - The minimum initial investment for all Funds except the Treasury & Agency
     Fund is $1,000 ($100 for employees of BANC ONE CORPORATION and its
     affiliates). The minimum initial investment for the Treasury & Agency Fund
     is $50,000.

   - Subsequent investments for all Funds except the Treasury & Agency Fund must
     be at least $100 ($25 for employees of BANC ONE CORPORATION and its
     affiliates). Subsequent investments for the Treasury & Agency Fund must be
     at least $1,000.

   - You may purchase no more than $250,000 of Class B shares at one time.

   - The One Group Services Company may waive these minimums.

3. Complete the Account Application Form. Be sure to sign up for all of the
   Account privileges that you plan to take advantage of. Doing so now means
   that you will not have to complete additional paperwork later.

4. Send the completed application and a personal check (unless you choose to pay
   by wire or bank transfer) payable to "The One Group" to:

   State Street Bank and Trust Company
   c/o The One Group
   P.O. Box 8500
   Boston, MA 02266-8500

   Contributions to Fund Direct IRAs should be made payable to "State Street
   Bank and Trust Company for the Benefit of (your name)."

5. All checks should be in U.S. dollars. Third party checks will not be
   accepted. Redemptions

<PAGE>

                                                                              23

   from a Fund will not be permitted for ten (10) calendar days if purchases are
   made by check or under the Systematic Investment Plan (see below).

6. If you purchase shares through a Shareholder Servicing Agent, you may be
   required to complete additional forms or follow additional procedures. You
   should contact your Shareholder Servicing Agent regarding purchases,
   exchanges and redemptions.

7. If you have any questions, contact your Shareholder Servicing Agent or call
   The One Group Services Company at 1-800-480-4111.

CAN I PURCHASE SHARES OVER THE TELEPHONE?

Yes, simply select this option on your Account Application Form and then:

- - Contact your Shareholder Servicing Agent or The One Group Services Company at
  1-800-480-4111 to relay your purchase instructions.

- - Send a personal check made payable to "The One Group" to State Street Bank and
  Trust Company (see address above), to authorize a bank transfer or initiate a
  wire transfer.

- - The One Group uses reasonable procedures to confirm that instructions given by
  telephone are genuine. These procedures include recording telephone
  instructions and asking for personal identification. If these procedures are
  followed, The One Group will not be responsible for any loss, liability, cost
  or expense of acting upon unauthorized or fraudulent instructions; you bear
  the risk of loss.


- - You may revoke your right to make purchases over the telephone by sending a
  letter to:


  State Street Bank and Trust Company
  c/o The One Group
  P.O. Box 8500
  Boston, MA 02266-8500

CAN I AUTOMATICALLY INVEST ON A
SYSTEMATIC BASIS?

Yes, except for The Treasury & Agency Fund. After your Account is established,
you may purchase additional Class A, Class B and Class C shares by making
automatic monthly investments from your bank account. The minimum initial
investment is still $1,000, but minimum automatic additions are only $25. The
One Group Services Company may waive these minimums. To establish a Systematic
Investment Plan:

- - Select the "Systematic Investment Plan" option on the Account Application
  Form.

- - Provide the necessary information about the bank account from which your
  investments will be made.

- - Shares purchased under a Systematic Investment Plan may not be redeemed for
  ten (10) calendar days.

- - The One Group currently does not charge for this service, but may impose a
  charge in the future. However, your bank may impose a charge for debiting your
  bank account.


- - You may revoke your right to make systematic investments by sending a letter
  to:


  State Street Bank and Trust Company
  c/o The One Group
  P.O. Box 8500
  Boston, MA 02266-8500

CONVERSION FEATURE

- - Your Class B shares automatically convert to Class A shares. Class B shares of
  the Intermediate Bond Fund, the Income Bond Fund, and the Government Bond Fund
  automatically convert to Class A shares after eight years.

- - Class B shares of the Ultra Short-Term Income Fund, the Limited Volatility
  Bond Fund, and the Treasury & Agency Fund automatically convert to Class A
  shares after six years.

- - Conversion periods are measured from the end of the month in which the Class B
  shares were purchased.


- - After conversion, your shares will be subject to the lower distribution and
  shareholder servicing fees charged on Class A shares.


- - You will not be assessed any sales charges or fees for conversion of shares,
  nor will you be subject to any tax.

- - Because the share price of the Class A shares may be higher than that of the
  Class B shares at the time of conversion, you may receive fewer Class A
  shares; however, the dollar value will be the same.

- - If you have exchanged Class B shares of one Fund for Class B shares of
  another, the time you held the shares in each Fund will be added together for
  purposes of calculating the six and eight year time periods.

SALES CHARGES
- ----------------------------------------------------


The One Group Services Company compensates Shareholder Servicing Agents who sell
shares of The One Group. Compensation comes from: sales charges, 12b-1 fees and
payments by The One Group Services Company from its own resources. The One Group
Services Company, at its own expense, also will provide promotional incentives
in the form of travel expenses, lodging and bonuses to licensed individuals who
sell shares of the Funds, as well as vacation trips, (including lodging at
luxury resorts), tickets to entertainment events, and merchandise.


<PAGE>

24

 CLASS A SHARES

If you buy Class A shares of THE LIMITED VOLATILITY BOND FUND, THE ULTRA
SHORT-TERM INCOME FUND and THE TREASURY & AGENCY FUND, the following table shows
the amount of sales charge and the commissions paid to Shareholder Servicing
Agents.

<TABLE>
<CAPTION>
                       SALES CHARGE AS A %
                         OF THE OFFERING       SALES CHARGE AS A %     COMMISSION AS A %
AMOUNT OF PURCHASE            PRICE            OF YOUR INVESTMENT      OF OFFERING PRICE
<S>                    <C>                     <C>                     <C>
Less than $100,000            3.00%                   3.09%                  2.70%
$100,000-$249,999             2.50%                   2.56%                  2.18%
$250,000-$499,999             2.00%                   2.04%                  1.64%
$500,000-$999,999             1.50%                   1.52%                  1.20%
$1,000,000*                   0.00%                   0.00%                  0.00%
</TABLE>

If you buy Class A shares of THE INTERMEDIATE BOND FUND, THE INCOME BOND FUND,
and THE GOVERNMENT BOND FUND, the following table shows the amount of sales
charge and the commissions paid to Shareholder Servicing Agents.

<TABLE>
<CAPTION>
                       SALES CHARGE AS A %
                         OF THE OFFERING       SALES CHARGE AS A %     COMMISSION AS A %
AMOUNT OF PURCHASE            PRICE            OF YOUR INVESTMENT      OF OFFERING PRICE
<S>                    <C>                     <C>                     <C>
Less than $100,000            4.50%                   4.71%                  4.05%
$100,000-$249,999             3.50%                   3.63%                  3.05%
$250,000-$499,999             2.50%                   2.56%                  2.05%
$500,000-$999,999             2.00%                   2.04%                  1.60%
$1,000,000*                   0.00%                   0.00%                  0.00%
</TABLE>

*  If you purchase $1 million or more of Class A shares and are not assessed a
   sales charge at the time of purchase, you will be charged the equivalent of
   1% of the purchase price if you redeem any or all of the Class A shares
   within one year of purchase.

 CLASS B SHARES

Class B shares are offered at NAV, without any up-front sales charges. However,
if you redeem Class B shares of the INTERMEDIATE BOND FUND, THE INCOME BOND FUND
OR THE GOVERNMENT BOND FUND before the sixth anniversary of purchase, you will
be assessed a Contingent Deferred Sales Charge ("CDSC") according to the
following schedule:

<TABLE>
<CAPTION>
                          CDSC AS A % OF DOLLAR
YEARS SINCE PURCHASE     AMOUNT 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%
     more than 6                    None
</TABLE>

<PAGE>

                                                                              25


Or if you redeem Class B shares of the ULTRA SHORT-TERM INCOME FUND, THE LIMITED
VOLATILITY BOND FUND OR THE TREASURY & AGENCY FUND prior to the fourth
anniversary of purchase, you will be assessed a CDSC according to the following
schedule:

<TABLE>
<CAPTION>
                          CDSC AS A % OF DOLLAR
YEARS SINCE PURCHASE     AMOUNT SUBJECT TO CHARGE
<S>                      <C>
         0-1                       3.00%
         1-2                       3.00%
         2-3                       2.00%
         3-4                       1.00%
     more than 4                    None
</TABLE>

The One Group Services Company pays a commission of 4.00% of the original
purchase to Shareholder Servicing Agents who sell Class B shares of the
Intermediate Bond Fund, the Income Bond Fund and the Government Bond Fund.
Shareholder Servicing Agents who sell Class B shares of the Ultra Short-Term
Income Fund, the Limited Volatility Bond Fund and the Treasury & Agency Fund
receive a commission of 2.75% from The One Group Services Company.

 CLASS C SHARES

Class C shares are offered at NAV, without any up-front sales charge. However,
if you redeem your shares within one year of the purchase date, you will be
assessed a CDSC as follows:

<TABLE>
<CAPTION>
                          CDSC AS A % OF DOLLAR
YEARS SINCE PURCHASE     AMOUNT SUBJECT TO CHARGE
<S>                      <C>
         0-1                       1.00%
  After first year                  None
</TABLE>

Shareholder Servicing Agents selling Class C shares receive a commission of
1.00% of the original purchase price from The One Group Services Company.

How the CDSC is Calculated

- - The Fund assumes that all purchases made in a given month were made on the
  first day of the month.

- - The CDSC is based on the current market value or the original cost of the
  shares, whichever is less.

- - A sales charge is not imposed on increases in NAV above the initial purchase
  price, nor is a sales charge assessed on shares acquired through reinvestment
  of dividends or capital gains distributions.

- - To keep your CDSC as low as possible, the Fund first will redeem any shares in
  your account that carry no CDSC, starting with Class A shares. After that, the
  Fund will redeem the shares you have held for the longest time and thus have
  the lowest CDSC.

<PAGE>

26

12B-1 FEES

12b-1 fees are paid by The One Group to The One Group Services Company as
compensation for its services and expenses. The One Group Services Company in
turn pays all or part of the 12b-1 fee to Shareholder Servicing Agents that sell
shares of The One Group.

- - The 12b-1 fees vary by share class as follows:

   1. Class A shares pay a 12b-1 fee of .35% of the average daily net assets of
      the Fund, which is currently being waived to .25%.

   2. Class B and Class C shares pay a 12b-1 fee of 1.00% of the average daily
      net assets of the Fund, which is currently being waived to .90% for the
      Intermediate Bond Fund, the Income Bond Fund, and the Government Bond Fund
      and to .75% for the Limited Volatility Bond Fund, the Ultra Short-Term
      Income Fund, and the Treasury & Agency Fund. This will cause expenses for
      Class B and Class C shares to be higher and dividends to be lower than for
      Class A shares.

   3. There are no 12b-1 fees for Fiduciary Class shares.

- - 12b-1 fees, together with the CDSC, help The One Group Services Company sell
  Class B and Class C shares without an "up-front" sales charge by defraying the
  costs of advancing brokerage commissions and other expenses paid to
  Shareholder Servicing Agents.

- - The One Group Services Company may use up to .25% of the fees for shareholder
  servicing and up to .75% for distribution. During the last fiscal year, The
  One Group Services Company received 12b-1 fees totaling .25% of the average
  daily net assets of the Class A shares of the Funds. In addition, The One
  Group Services Company received 12b-1 fees totaling .90% of the average daily
  net assets of the Class B shares of the Intermediate Bond Fund, the Income
  Bond Fund, and the Government Bond Fund, and .75% for Class B shares of the
  Limited Volatility Bond Fund, the Ultra Short-Term Income Fund, and the
  Treasury & Agency Fund.

- - The One Group Services Company may pay
   12b-1 fees to its affiliates and to Banc One Investment Advisors and its
   affiliates (or any sub-advisor) for brokerage and other agency transactions.

SALES CHARGE
REDUCTIONS
AND WAIVERS
- ----------------------------------------------------

REDUCING YOUR CLASS A SALES CHARGES

There are several ways you can reduce the sales charges you pay on Class A
shares:

1. Right of Accumulation: You may add the market value of any Class A, Class B
   or Class C shares of a Fund (except a money market fund) that you (and your
   spouse and minor children) already own to the amount of your next Class A
   purchase for purposes of calculating the sales charge. An Intermediary also
   may take advantage of this option.

2. Letter of Intent: With an initial investment of $2,000, you may purchase
   Class A shares of one or more Funds over the next 13 months and pay the same
   sales charge that you would have paid if all shares were purchased at once. A
   percentage of your investment will be held in escrow until the full amount
   covered by the Letter of Intent has been invested.

To take advantage of the accumulation privilege or letter of intent, complete
the appropriate section of your fund application, or contact your Shareholder
Servicing Agent. To determine if you are eligible for the accumulation
privilege, contact The One Group Services Company at 1-800-480-4111. These
programs may be terminated or amended at any time.

WAIVER OF THE CLASS A SALES CHARGE

No sales charge is imposed on Class A shares of the Funds if the shares were:

1. Bought with the reinvestment of dividends and capital gains distributions.

2. Acquired in exchange for other Fund shares if a comparable sales charge has
   been paid for the exchanged shares.

3. Bought by officers, directors or trustees, retirees and employees (and their
   spouses and immediate family members) of:

   - The One Group.

   - BANC ONE CORPORATION and its subsidiaries and affiliates.

   - The One Group Services Company and its subsidiaries and affiliates.

   - State Street Bank and Trust Company and its subsidiaries and affiliates.

   - Broker/dealers who have entered into dealer agreements with The One Group
     and their subsidiaries and affiliates.

<PAGE>

                                                                              27

   - An investment sub-advisor of a fund of The One Group and such sub-advisor's
     subsidiaries and affiliates.

4. Bought by:

   - Affiliates of BANC ONE CORPORATION and certain accounts (other than IRA
     Accounts) for which an Intermediary acts in a fiduciary, advisory, agency,
     custodial or similar capacity.

   - 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 One Group
     Services Company.

   - Retirement and deferred compensation plans and trusts used to fund those
     plans, including, but not limited to, those defined in sections 401(a),
     403(b) or 457 of the Internal Revenue Code and "rabbi trusts."

   - Shareholder Servicing Agents who have a dealer arrangement with The One
     Group Services Company, 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 Shareholder Servicing
     Agents who place trades for their own accounts if the accounts are linked
     to the master account of such Shareholder Servicing Agent.

5. Bought with proceeds from the sale of Fiduciary Class shares of a Fund of The
   One Group or acquired in an exchange of Fiduciary Class shares of a Fund for
   Class A shares of the same Fund, but only if the purchase is made within 60
   days of the sale or distribution.

6. Bought with proceeds from the sale of shares of a mutual fund (other than a
   fund of The One Group) for which a sales charge was paid, but only if the
   purchase is made within 60 days of the sale or distribution.

7. Bought in an IRA with the proceeds of a distribution from an employee benefit
   plan, but only if the purchase is made within 60 days of the sale or
   distribution and, at the time of the distribution, the employee benefit plan
   had plan assets invested in a Fund of The One Group.

8. Bought with assets of The One Group.

9. Bought in connection with plans of reorganizations of a Fund, such as
   mergers, asset acquisitions and exchange offers to which a Fund is a party.

The waivers described in (5), (6) and (7) above will not continue indefinitely
and may be discontinued at any time without notice.

WAIVER OF THE CLASS B SALES CHARGE

No sales charge is imposed on redemptions of Class B shares of the Funds:

1. Provided that you withdraw no more than 10% of the account value annually.

2. If you buy the shares in connection with certain retirement plans, such as
   401(k) and similar qualified plans.

3. If you are a participant or beneficiary of certain retirement plans and you
   die or become disabled (as defined in the Tax Code), but only if the
   redemption is made within one year of such death or disability.

4. That represent a minimum required distribution from an IRA Account or other
   qualifying retirement plan, but only if you are at least age 70 1/2.

5. Bought in connection with plans of reorganizations of a Fund, such as
   mergers, asset acquisitions and exchange offers to which a Fund is a party.

6. Acquired in exchange for Class B shares of other Funds of The One Group.

WAIVER OF THE CLASS C SALES CHARGE

No sales charge is imposed on redemptions of Class C shares of the Funds:

1. Provided that you withdraw no more than 10% of the account value annually.

2. If you buy the shares in connection with certain retirement plans, such as
   401(k) and similar qualified plans.

3. If you are a participant or beneficiary of certain retirement plans and you
   die or become disabled (as defined in the Tax Code), but only if the
   redemption is made within one year of such death or disability.

4. That represent a minimum required distribution from an IRA Account or other
   qualifying retirement plan, but only if you are at least age 70 1/2.

5. Bought in connection with plans of reorganizations of a Fund, such as
   mergers, asset acquisitions and exchange offers to which a Fund is a party.

6. Acquired in exchange for Class C shares of other Funds of The One Group.

To take advantage of any of these sales charge waivers, you must qualify for
such waiver in advance of the purchase. To see if you qualify, contact The One
Group Services Company at 1-800-480-4111 or your Shareholder Servicing Agent.

<PAGE>

28

EXCHANGING
FUND SHARES
- ----------------------------------------------------

WHAT ARE MY EXCHANGE PRIVILEGES?

You may make the following exchanges:

- - Fiduciary Class shares of a Fund may be exchanged for Class A shares of that
  Fund or for Class A or Fiduciary Class shares of another Fund of The One
  Group.

- - Class A shares of a Fund may be exchanged for Fiduciary Class shares of that
  Fund or for Class A or Fiduciary Class shares of another Fund of The One
  Group, but only if you are eligible to purchase those shares.

- - Class B shares of a Fund may be exchanged for Class B shares of another Fund
  of The One Group.

- - Class C shares of a Fund may be exchanged for Class C shares of another Fund
  of The One Group.

The One Group does not charge a fee for this privilege. In addition, The One
Group may change the terms and conditions of your exchange privileges upon 60
days written notice.

WHEN ARE EXCHANGES PROCESSED?

Exchanges are processed the same business day they are received, provided:

- - State Street Bank and Trust Company receives the request by 4:00 p.m., EST.

- - You have provided The One Group with all of the information necessary to
  process the exchange.

- - You have received a current prospectus of the Fund or Funds in which you wish
  to invest.

- - You have contacted your Shareholder Servicing Agent, if necessary.

DO I PAY A SALES CHARGE ON AN EXCHANGE?

Generally, you will not pay a sales charge on an exchange. However:

- - You will pay a sales charge if you own Fiduciary Class shares of a Fund and
  you want to exchange those shares for Class A shares, unless you qualify for a
  sales charge waiver (see above).

- - You will pay a sales charge if you bought Class A shares of a Fund:

   1. That does not charge a sales charge and you want to exchange them for
      shares of a Fund that does, in which case you would pay the sales charge
      applicable to the Fund into which you are exchanging.

   2. That charged a lower sales charge than the Fund into which you are
      exchanging, in which case you would pay the difference between that Fund's
      sales charge and all other sales charges you have already paid.

- - If you exchange Class B or Class C shares of a Fund, you will not pay a sales
  charge the time of the exchange, however:

   1. Your new Class B or Class C shares will be subject to the higher CDSC of
      either the Fund from which you exchanged, the Fund into which you
      exchanged, or any Fund from which you previously exchanged.

   2. The current holding period for your exchanged Class B or Class C shares is
      carried over to your new shares.

ARE EXCHANGES TAXABLE?

Generally:

- - An exchange between classes of shares of the same Fund is not taxable.

- - An exchange between Funds is considered a sale and generally results in a
  capital gain or loss for Federal income tax purposes.

- - You should talk to your tax advisor before making an exchange.

ARE THERE LIMITS ON EXCHANGES?

Yes. The exchange privilege is not intended as a way for you to speculate on
short-term movements in the market. Therefore:

- - To prevent disruptions in the management of the Funds, The One Group limits
  excessive exchange activity.

- - Exchange activity is excessive if it EXCEEDS TWO SUBSTANTIVE EXCHANGE
  REDEMPTIONS (WITHIN 30 DAYS OF EACH OTHER) WITHIN A TWELVE MONTH PERIOD.


- - In addition, The One Group reserves the right to reject any exchange request
  (even those that are not excessive) if the Fund reasonably believes that the
  exchange will result in excessive transaction costs or otherwise adversely
  affect other shareholders.


REDEEMING
FUND SHARES
- ----------------------------------------------------

WHEN CAN I REDEEM SHARES?

- - You may redeem all or some of your shares on any day that the Funds are open
  for business.

- - Redemption requests received by The One Group Services Company before 4 p.m.
  EST, will be effective that day.

<PAGE>

                                                                              29

HOW DO I REDEEM SHARES?

- - Unless you have selected the telephone option on your Account Application
  Form, you must send a written redemption request to your Shareholder Servicing
  Agent, if applicable, or State Street Bank and Trust Company at the following
  address:

  The One Group
  c/o State Street Bank and Trust Company
  P.O. Box 8500
  Boston, MA 02266-8500

- - All requests for redemptions from IRA accounts must be in writing.

- - You may request redemption forms by calling The One Group Services Company at
  (800) 480-4111.

- - State Street Bank and Trust Company may require that the signature on your
  redemption request be guaranteed by a commercial bank, a member of a domestic
  stock exchange, or a member of the Securities Transfer Association Medallion
  Program or the Stock Exchange Medallion Program, unless:

   1. the redemption is for $50,000 worth of shares or less;

   2. the redemption is payable to the shareholder of record; and

   3. the redemption check is mailed to the shareholder at the record address.

- - On the Account Application Form, you may elect to have the redemption proceeds
  mailed or wired to:


   1. a designated commercial bank; or


   2. State Street Bank and Trust Company or your Shareholder Servicing Agent.


- - State Street Bank and Trust Company may charge you a wire redemption fee. The
  current charge is $7.00


- - Your redemption proceeds will be paid within seven days after receipt of the
  redemption request.

WHAT WILL MY SHARES BE WORTH?

- - If you own Class A and Fiduciary Class shares and the Fund receives your
  redemption request by 4:00 p.m. EST, you will receive that day's NAV.

- - If you own Class B or Class C shares and the Fund receives your redemption
  request by 4:00 p.m. EST, you will receive that day's NAV, minus the amount of
  any applicable CDSC.

CAN I REDEEM BY TELEPHONE?

Yes, if you selected this option on your Account Application Form.

- - Call your Shareholder Servicing Agent or State Street Bank and Trust Company
  at 1-800-480-4111 to relay your redemption request.

- - Your redemption proceeds will be mailed or wired to the commercial bank
  account you designated on your Account Application Form.

- - State Street Bank and Trust Company may charge you a wire redemption fee. The
  current charge is $7.00

- - The One Group uses reasonable procedures to confirm that instructions given by
  telephone are genuine. These procedures include recording telephone
  instructions and asking for personal identification. If these procedures are
  followed, The One Group will not be responsible for any loss, liability, cost
  or expense of acting upon unauthorized or fraudulent instructions; you bear
  the risk of loss.

- - REDEMPTIONS FROM YOUR IRA ACCOUNT MAY NOT BE MADE BY TELEPHONE.

CAN I REDEEM ON A SYSTEMATIC BASIS?

If you have an account value of at least $10,000 you may elect to receive
monthly, quarterly or annual payments of not less than $100 each.

- - Select the "Systematic Withdrawal Plan" option on the Account Application
  Form.

- - Specify the amount you wish to receive and the frequency of the payments.

- - You may designate a person other than yourself as the payee.

- - There is no charge for this service.

- - If you select this option, please keep in mind that:

   1. It may not be in your best interest to buy additional Class A shares while
      participating in a Systematic Withdrawal Plan. This is because Class A
      shares have an up-front sales charge.

   2. If you own Class B or Class C shares, you or your designated payee may
      receive systematic payments provided the payments are limited to no more
      than 10% of your account value annually, measured from the date the
      redemption request is received.

   3. If you are age 70 1/2, you may elect to receive payments to the extent
      that the payment represents a minimum required distribution from an IRA or
      other qualifying retirement plan. These payments may be less than $100
      each.

   4. If the amount of the systematic payment exceeds the income earned by your
      account since the previous payment under the Systematic Withdrawal Plan,
      payments will be

<PAGE>

30

      made by redeeming some of your shares. This will reduce the amount of your
      investment.

ADDITIONAL INFORMATION REGARDING REDEMPTIONS

- - All redemptions will be for cash.

- - If you redeem shares for which you paid by check, and The One Group has not
  yet received payment on the check, The One Group will delay forwarding your
  redemption proceeds for 10 or more days until payment has been collected from
  your bank.

- - Because of the high cost of handling small investments, The One Group will
  automatically redeem shares in accounts which, because of shareholder
  redemptions, have values of less than $1,000. No sales charges will be
  assessed and you will be given 60 days to make additional investments in the
  Fund to increase the value of your account to at least $1,000.

- - The One Group may suspend your ability to redeem, or will redeem your shares
  involuntarily, when it seems appropriate to do so in light of its
  responsibilities under the Federal securities laws. The Statement of
  Additional Information offers more details about this process.

<PAGE>

                            SHAREHOLDER INFORMATION

                                                                              31

VOTING RIGHTS
- ----------------------------------------------------

The Funds do not hold annual shareholder meetings, but may hold special
meetings. The special meetings are held, for example, to elect or remove
Trustees, change a Fund's fundamental investment objective, or approve an
investment advisory contract.

As a Fund shareholder, you have one vote for each share that you own. Each Fund,
and each class of shares within each Fund, vote separately on matters relating
solely to that Fund or class, or which affect that Fund or class differently.
However, all shareholders will have equal voting rights on matters that affect
all shareholders equally.

BANC ONE CORPORATION (100 East Broad Street, Columbus, Ohio, 43271), through its
affiliates, may be deemed for purposes of the Investment Company Act of 1940 to
control the Funds. This is because as of August 5, 1997, BANC ONE CORPORATION or
its affiliates possessed the power to vote substantially all of the Fiduciary
Class shares of the Funds.

On the same date, the following shareholders owned 25% or more of Class A or
Class B shares of the Fund. As a consequence, they are considered to be
controlling persons of these classes of the Fund listed below.

<TABLE>
<CAPTION>

                                                                                 PERCENTAGE OF      TYPE OF
            NAME AND ADDRESS                           FUND/CLASS                  OWNERSHIP       OWNERSHIP
  <S>                                      <C>                                   <C>               <C>
  Dean Witter FBO City of Montgomery       Treasury & Agency Fund                    83.57%          Record
  10101 Montgomery Road                    Class A
  Church St Station -- P.O. Box 250
  New York, NY 10013-0250

  Dean Witter FBO Helen D Johnson          Treasury & Agency Fund                    31.02%          Record
  Rt 2 Box 118                             Class B
  Church St Station- P.O. Box 250
  New York, NY 10277-0001

  Dean Witter for the Benefit of           Ultra Short-Term                          25.34%          Record
  St. Joseph Hospital                      Income Fund
  Attn: Rick West                          Class A
  5 World Trade Center, 6th Floor
  New York, NY 10048-0205
</TABLE>

DIVIDEND POLICIES
- ----------------------------------------------------

DIVIDENDS

The Funds generally declare dividends on each business day. Dividends are
distributed on the first business day of each month. Capital gains, if any, for
all Funds are distributed at least annually. To maintain a relatively even rate
of distributions from the Treasury & Agency Fund, the monthly distributions for
that Fund may be fixed from time to time at rates consistent with Banc One
Investment Advisors' long-term earnings expectations.

Dividends payable on Fiduciary Class shares will be more than those payable on
other classes of shares. This is because Class A, Class B and Class C shares
have higher distribution expenses.

The Funds pay dividends and distributions on a per-share basis. This means that
the value of your shares will be reduced by the amount of the payment. If you
purchase shares shortly before the record date for a dividend or the
distribution of capital gains, you will pay the full price for the shares and
receive some portion of the price back as a taxable dividend or distribution.

DIVIDEND REINVESTMENT

You automatically will receive all income dividends and capital gain
distributions in additional shares of the same Fund and class, unless you have
elected to take such payment in cash. The price of the shares is the NAV
determined immediately following the dividend record date. Reinvested dividends
and distributions receive the same tax treatment as dividends and distributions
paid in cash.

If you want to change the way in which you receive dividends and distributions,
you must write to State Street Bank & Trust Company at P.O. Box 8500, Boston, MA
02266-8500, at least 15 days prior to the distribution. The change is effective
upon receipt by State Street.

<PAGE>

32

SPECIAL DIVIDEND RULES FOR CLASS B SHARES

Class B shares received as dividends and capital gains distributions will be
accounted for separately. Each time any Class B shares (other than those in the
sub-account) convert to Class A shares, a percentage of the Class B shares in
the sub-account will also convert to Class A shares. (See "Conversion Feature.")

TAX TREATMENT
OF THE FUNDS
- ----------------------------------------------------

TAX STATUS OF THE FUND

Each Fund intends to qualify as a "regulated investment company" for Federal
income tax purposes. If the Funds qualify, as they have in the past, they will
pay no federal income tax on the earnings they distribute to shareholders.

TAX TREATMENT
OF SHAREHOLDERS
- ----------------------------------------------------

TAXATION OF SHAREHOLDER TRANSACTIONS

A sale, exchange, or redemption of Fund shares generally will produce either a
taxable gain or a loss. You are responsible for any tax liabilities generated by
your transactions.

TAXATION OF DISTRIBUTIONS

Each Fund will distribute substantially all of its net investment income
(including net short-term capital gains) on at least an annual basis. Dividends
you receive from a Fund, whether reinvested or received in cash, will be taxable
to you. Dividends from a Fund's net investment income will be taxable as
ordinary income and dividends from a Fund's long-term capital gains will be
taxable to you as such, regardless of how long you have held the shares.

Dividends paid in January, but declared in October, November or December of the
previous year, will be considered to have been paid the previous December.

TAXATION OF RETIREMENT PLANS

Distributions by the Funds to qualified retirement plans will not be taxable.
However, if shares are held by a plan that ceases to qualify for tax-exempt
treatment or by an individual who has received the shares as a distribution from
a retirement plan, the distributions will be taxable to the plan or individual
as described in "Taxation of Distributions." If you are considering purchasing
shares with qualified retirement plan assets, you should consult your tax
advisor for a more complete explanation of the Federal, state, local and (if
applicable) foreign tax consequences of making such an investment.

TAX INFORMATION

The Form 1099 that is mailed to you every January details your dividends and
their federal tax category. Even though the Funds provide you with this
information, you are responsible for verifying your tax liability with your tax
professional. For additional tax information see the Statement of Additional
Information. Please note that this tax discussion is general in nature; no
attempt has been made to present a complete explanation of the Federal, state,
local or foreign tax treatment of the Funds or their shareholders.

SHAREHOLDER INQUIRIES
- ----------------------------------------------------

If you have any questions or need additional information, please write The One
Group Services Company at 3435 Stelzer Road, Columbus, OH 43219 or call
1-800-480-4111.

   REPORTING

   In September and March you will receive a financial report from The One
   Group. In addition, The One Group will periodically send you proxy
   statements and other reports.

<PAGE>

                    ORGANIZATION AND MANAGEMENT OF THE FUNDS

                                                                              33

THE FUNDS

Each Fund is a series of The One Group, an open-end management investment
company. The One Group currently consists of 40 separate Funds. Each Fund
described in this prospectus is diversified. Six of the Funds are described in
this prospectus; the other Funds are described in separate prospectuses. Each
Fund is supervised by the Board of Trustees.

THE BOARD OF TRUSTEES

The Trustees oversee the management and administration of the Funds. The
Trustees are responsible for making major decisions about each Fund's investment
objectives and policies, but delegate the day-to-day administration of the Funds
to the officers of The One Group.

THE ADVISOR

Banc One Investment Advisors makes the day-to-day investment decisions for the
Funds and continuously reviews, supervises and administers the Funds' investment
programs. Banc One Investment Advisors has served as investment advisor to The
One Group since 1993. Prior to that time, The One Group was advised by
affiliates of Banc One Investment Advisors. In addition to The One Group, Banc
One Investment Advisors serves as investment advisor to other mutual funds and
individual, corporate, charitable Banc One Investment Advisors makes the
day-to-day investment decisions for the Funds and continuously and retirement
accounts. As of June 30, 1997, Banc One Investment Advisors, an indirect,
wholly-owned subsidiary of BANC ONE CORPORATION, managed over $47 billion in
assets.

For the fiscal year ended June 30, 1997, the Funds paid investment advisory
fees at the following rates:

<TABLE>
<CAPTION>
                                                          ANNUAL RATE AS PERCENTAGE
           FUND NAME                                     OF AVERAGE DAILY NET ASSETS
<S>        <C>                                           <C>
           The One Group(R) Intermediate Bond Fund                   .33%
           The One Group(R) Income Bond Fund                         .40%
           The One Group(R) Government Bond Fund                     .41%
           The One Group(R) Ultra Short-Term Income
           Fund                                                      .20%
           The One Group(R) Limited Volatility Bond
           Fund                                                      .30%
           The One Group(R) Treasury & Agency Fund                   .20%
</TABLE>

THE DISTRIBUTOR

The One Group Services Company, 3435 Stelzer Road, Columbus, Ohio 43219, a
wholly-owned subsidiary of The BISYS Group, Inc., markets the Funds and
distributes shares through selling brokers, financial institutions, investment
advisors, and other financial representatives.

THE ADMINISTRATOR AND SUB-ADMINISTRATOR

The One Group Services Company also serves as the Funds' administrator. The One
Group Services Company is responsible for responding to shareholder inquiries
and requests for information, as well as providing regulatory reporting and
compliances. For these services, The One Group Services Company receives a fee
based on the total assets of The One Group. For the first $1.5 billion in One
Group assets, The One Group Services Company receives an annual fee of .20% of
each Fund's average daily net assets. The annual rate declines to .18% on assets
up to $2 billion, and to .16% when assets exceed $2 billion. The fee is
calculated daily and paid monthly. Some Funds are not included in the
calculations.

Banc One Investment Advisors, the Sub-Administrator, provides office space,
equipment and facilities, as well as legal and regulatory support.

THE TRANSFER AGENT, CUSTODIAN AND SUB-CUSTODIAN

State Street Bank and Trust Company, P.O. Box 8500, Boston, MA 02266-8500, or
your Shareholder Servicing Agent if appropriate, handles shareholder
recordkeeping and statements, distributes dividends, and processes buy and sell
requests. As the Funds' custodian, State Street holds the Funds' assets, settles
all portfolio trades and assists in calculating the Funds' net asset values.
Bank One Trust Company, N.A. serves as sub-custodian in connection with the
Funds' securities lending activities under an agreement with State Street Bank
and Trust Company, Bank One Trust Company, N.A. is paid a fee paid by the Funds
for this service.

<PAGE>

           DETAILS ABOUT THE FUNDS' INVESTMENT PRACTICES AND POLICIES



34

INVESTMENT PRACTICES

The Funds invest in a variety of securities and employ a number of investment
techniques. Each security and technique involves certain risks. What follows is
a list of the securities and techniques utilized by the Funds, as well as the
risks inherent in their use. Fixed income securities are primarily influenced by
market, credit and prepayment risks, although certain securities may be subject
to additional risks. For a more complete discussion, see the Statement of
Additional Information. Following the table is a more complete discussion of
risk.


<TABLE>
<CAPTION>

              FUND NAME                                            FUND CODE
<S>           <C>                                                <C>
              The One Group(R) Intermediate Bond Fund                 1
              The One Group(R) Income Bond Fund                       2
              The One Group(R) Government Bond Fund                   3
              The One Group(R) Ultra Short-Term Income Fund           4
              The One Group(R) Limited Volatility Bond Fund           5
              The One Group(R) Treasury & Agency Fund                 6
</TABLE>

<TABLE>
<CAPTION>
INSTRUMENT                                                            FUND CODE            RISK TYPE
<S>                                                                   <C>             <C>
U.S. TREASURY OBLIGATIONS: Bills, notes, bonds, STRIPS, and              1-6                Market
CUBES.

TREASURY RECEIPTS: TRS, TIGRS, and CATS.                                 1-5                Market

U.S. GOVERNMENT AGENCY SECURITIES: Securities issued by agencies         1-6                Market
and instrumentalities of the U.S. Government. These include                                 Credit
Ginnie Mae, Fannie Mae, and Freddie Mac.
CERTIFICATES OF DEPOSIT: Negotiable instruments with a stated         1, 2, 4, 5            Credit
maturity.                                                                                   Market
                                                                                           Liquidity

TIME DEPOSITS: Non-negotiable receipts issued by a bank in            1, 2, 4, 5            Market
exchange for the deposit of funds.                                                         Liquidity
                                                                                            Credit

REPURCHASE AGREEMENTS: The purchase of a security and the                1-5                Credit
simultaneous commitment to return the security to the seller at                             Market
an agreed upon price on an agreed upon date. This is treated as                            Liquidity
a loan.

REVERSE REPURCHASE AGREEMENT: The sale of a security and the             1-5                Market
simultaneous commitment to buy the security back at an agreed                              Leverage
upon price on an agreed upon date. This is treated as a
borrowing by a Fund.

SECURITIES LENDING: The lending of up to 33% of the securities           1-6                Credit
owned by a Fund. In return the Fund will receive cash and/or                                Market
other securities as collateral.                                                            Leverage

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS: Purchase or              1-5                Market
contract to purchase securities at a fixed price for delivery at                           Leverage
a future date.                                                                             Liquidity

INVESTMENT COMPANY SECURITIES: Shares of other mutual funds,          1, 2, 4-6             Market
including money market funds of The One Group and shares of
other investment companies for which Banc One Investment
Advisors serves as investment advisor or administrator. The
Treasury & Agency Fund will only purchase shares of investment
companies which invest exclusively in U.S. Treasury and other
U.S. Agency obligations. Banc One Investment Advisors will waive
certain fees when investing in funds for which it serves as
investment advisor.

CONVERTIBLE SECURITIES: Bonds or preferred stock that convert to       1, 2, 4              Market
common stock.                                                                               Credit

CALL AND PUT OPTIONS: A call option gives the buyer the right to         1-4              Management
buy, and obligates the seller of the option to sell, a security                            Liquidity
at a specified price. A put option gives the buyer the right to                             Credit
sell, and obligates the seller of the option to buy, a security                             Market
at a specified price. The Funds will sell covered call and                                 Leverage
secured put options.
</TABLE>

<PAGE>
                                                                             35

<TABLE>
<CAPTION>
INSTRUMENT                                                            FUND CODE            RISK TYPE

<S>                                                                   <C>             <C>
FUTURES AND RELATED OPTIONS: A contract providing for the future         1-4              Management
sale and purchase of a specified amount of a specified security,                            Market
class of securities, or an index at a specified time in the                                 Credit
future and at a specified price.                                                           Liquidity
                                                                                           Leverage

REAL ESTATE INVESTMENT TRUSTS ("REITS"): Pooled investment               1-6               Liquidity
vehicles which invest primarily in income producing real estate                           Management
or real estate related loans or interest.                                                   Market
                                                                                          Pre-payment
                                                                                              Tax
                                                                                          Regulatory

BANKERS' ACCEPTANCES: Bills of exchange or time drafts drawn on       1, 2, 4, 5            Credit
and accepted by a commercial bank. Maturities are generally six                            Liquidity
months or less.                                                                             Market

COMMERCIAL PAPER: Secured and unsecured short-term promissory         1, 2, 4, 5            Credit
notes issued by corporations and other entities. Maturities                                Liquidity
generally vary from a few days to nine months.                                              Market

FOREIGN SECURITIES: Debt issued by foreign governments, foreign       1, 2, 4, 5            Market
corporations, domestic subsidiaries of foreign corporations, and                           Political
foreign banks, as well as commercial paper of foreign issuers                              Liquidity
and obligations of foreign banks and overseas branches of U.S.                        Foreign Investment
banks and of foreign issuers and supranational entities.

RESTRICTED SECURITIES: Securities not registered under the            1, 2, 4, 5           Liquidity
Securities Act of 1933, such privately placed commercial paper                              Market
and Rule 144A securities.

VARIABLE AND FLOATING RATE INSTRUMENTS: Obligations with                 1-6                Market
interest rates which are reset daily, weekly, quarterly or some                             Credit
other period and which may be payable to the Fund on demand. The                           Liquidity
Treasury & Agency Fund will invest in these securities only if
they are issued by the U.S. Treasury or another U.S. Government
Agency.

WARRANTS: Securities, typically issued with preferred stock or            2                 Market
bonds that give the holder the right to buy a proportionate                                 Credit
amount of common stock at a specified price.

PREFERRED STOCK: A class of stock that generally pays a dividend      1, 2, 4, 5            Market
at a specified rate and has preference over common stock in the
payment of dividends and in liquidation.

MORTGAGE-BACKED SECURITIES: Debt obligations secured by real             1-6              Pre-payment
estate loans and pools of loans. These include collateralized                               Market
mortgage obligations ("CMOs") and Real Estate Mortgage                                      Credit
Investment Conduits ("REMICs").                                                           Regulatory

CORPORATE DEBT SECURITIES: Corporate bonds and non-convertible        1, 2, 4, 5            Market
debt securities.                                                                            Credit

DEMAND FEATURES: Securities that are subject to puts and standby      1, 2, 4, 5            Market
commitments to purchase the securities at a fixed price (usually                           Liquidity
with accrued interest) within a fixed period of time following                            Management
demand by a Fund.

ASSET-BACKED SECURITIES: Securities secured by company                1, 2, 4, 5          Pre-payment
receivables, home equity loans truck and auto loans, leases,                                Market
credit card receivables and other securities backed by other                                Credit
types of receivables or other assets.

MORTGAGE DOLLAR ROLLS: A transaction in which a Fund sells               1-5              Pre-payment
securities for delivery in a current month and simultaneously                               Market
contracts with the same party to repurchase similar but not                               Regulatory
identical securities on a specified future date.

ADJUSTABLE RATE MORTGAGE LOANS ("ARMS"): Loans in a mortgage             1-6              Pre-payment
pool which provide for a fixed initial mortgage interest rate                               Market
for a specified period of time, after which the rate may be                                 Credit
subject to periodic adjustments. The Treasury & Agency Fund will                          Regulatory
only buy Government ARMs.

SWAPS, CAPS AND FLOORS: A Fund may enter into these transactions         1-4              Management
to manage its exposure to changing interest rates and other                                 Credit
factors. Swaps involve an exchange of obligations by two                                   Liquidity
parties. Caps and floors entitle a purchaser to a principal                                 Market
amount from the seller of the cap or floor to the extent that a
specified index exceeds or falls below a predetermined interest
rate or amount.
</TABLE>


<PAGE>
36

<TABLE>
<CAPTION>
INSTRUMENT                                                            FUND CODE            RISK TYPE

<S>                                                                   <C>             <C>
NEW FINANCIAL PRODUCTS: New options and futures contracts and            1-4              Management
other financial products continue to be developed and the Fund                              Credit
may invest in such options, contracts and products.                                         Market
                                                                                           Liquidity

STRUCTURED INSTRUMENTS: Debt securities issued by agencies and           1-4                Market
instrumentalities of the U.S. government, banks, municipalities,                           Liquidity
corporations and other businesses whose interest and/or                                   Management
principal payments are indexed to foreign currency exchange                                 Credit
rates, interest rates, or one or more other references indices.                       Foreign Investment

MUNICIPAL SECURITIES: Securities issued by a state or political       1, 2, 4, 5            Credit
subdivision to obtain funds for various public purposes.                                   Political
Municipal securities include private activity bonds and                                       Tax
industrial development bonds, as well as General Obligation                                 Market
Notes, Anticipation Notes, Bond Tax Anticipation Notes, Revenue
Anticipation Notes, Project Notes, other short-term tax-exempt
obligations, municipal leases, and obligations of municipal
housing authorities and single family revenue bonds.

ZERO COUPON DEBT SECURITIES: Bonds and other debt that pay no         1, 2, 4, 5            Credit
interest, but are issued at a discount from their value at                                  Market
maturity. When held to maturity, their entire return equals the
difference between their issue price and their maturity value.

ZERO-FIXED-COUPON DEBT SECURITIES: Zero coupon debt securities        1, 2, 4, 5            Credit
which convert on a specified date to interest bearing debt                                  Market
securities.

STRIPPED MORTGAGE-BACKED SECURITIES: Derivative multi-class              1-4              Pre-payment
mortgage securities which are usually structured with two                                   Market
classes of shares that receive different proportions of the                                 Credit
interest and principal from a pool of mortgage assets. These                              Regulatory
include IOs and POs. The Funds only invest in Stripped
Mortgage-Backed Securities issued or guaranteed by the U.S.
government, its agencies or instrumentalities.

INVERSE FLOATING RATE INSTRUMENTS: Leveraged floating rate debt          1-4                Market
instruments with interest rates that reset in the opposite                                 Leverage
direction from the market rate of interest to which the inverse                             Credit
floater is indexed.

LOAN PARTICIPATIONS AND ASSIGNMENTS: Participations in, or            1, 2, 4, 5            Credit
assignments of all or a portion of loans to corporations or to                             Political
governments, including governments of the less developed                                   Liquidity
countries ("LDC's").                                                                  Foreign Investment
                                                                                            Market

FIXED RATE MORTGAGE LOANS: Investments in fixed rate mortgage         1, 2, 4, 5            Credit
loans or mortgage pools which bear simple interest at fixed                               Pre-payment
annual rates and have original terms ranging from 5 to 40 years.                          Regulatory
                                                                                            Market

SHORT-TERM FUNDING AGREEMENTS: Investments in short-term funding      1, 2, 4, 5            Credit
agreements issued by banks and highly rated U.S. insurance                                 Liquidity
companies such as Guaranteed Investment Contracts ("GIC's") and                             Market
Bank Investment Contracts ("BIC's").
</TABLE>

<PAGE>

                                                                              37

INVESTMENT RISKS
- ----------------------------------------------------

Below is a more complete discussion of the types of risks inherent in the
securities and investment techniques listed above. Because of these risks, the
value of the securities held by the Funds may fluctuate, as will the value of
your investment in the Funds. Certain investments are more susceptible to these
risk than others.

- - CREDIT RISK. The risk that the issuer of a security, or the counterparty to a
  contract, will default or otherwise become unable to honor a financial
  obligation. Credit risk is generally higher for non-investment grade
  securities. The price of a security can be adversely affected prior to actual
  default as its credit status deteriorates and the probability of default
  rises.


- - LEVERAGE RISK. The risk associated with securities or practices (such as
  borrowing) that multiply small index or market movements into large changes in
  value. Leverage is often associated with investments in derivatives, but also
  may be embedded directly in the characteristics of other securities.


   - HEDGED. When a derivative (a security whose value is based on another
     security or index) is used as a hedge against an opposite position that the
     fund also holds, any loss generated by the derivative should be
     substantially offset by gains on the hedged investment, and vice versa.
     While hedging can reduce or eliminate losses, it can also reduce or
     eliminate gains. Hedges are sometimes subject to imperfect matching between
     the derivative and underlying security, and there can be no assurance that
     a Fund's hedging transactions will be effective.

   - SPECULATIVE. To the extent that a derivative is not used as a hedge, the
     fund is directly exposed to the risks of that derivative. Gains or losses
     from speculative positions in a derivative may be substantially greater
     than the derivative's original cost.

- - LIQUIDITY RISK. The risk that certain securities may be difficult or
  impossible to sell at the time and the price that would normally prevail in
  the market. The seller may have to lower the price, sell other securities
  instead or forego an investment opportunity, any of which could have a
  negative effect on fund management or performance. This includes the risk of
  missing out on an investment opportunity because the assets necessary to take
  advantage of it are tied up in less advantageous investments.

- - MANAGEMENT RISK. The risk that a strategy used by a fund's management may fail
  to produce the intended result. This includes the risk that changes in the
  value of a hedging instrument will not match those of the asset being hedged.
  Incomplete matching can result in unanticipated risks.

- - MARKET RISK. The risk that the market value of a security may move up and
  down, sometimes rapidly and unpredictably. These fluctuations may cause a
  security to be worth less than the price originally paid for it, or less than
  it was worth at an earlier time. Market risk may affect a single issuer,
  industry, sector of the economy or the market as a whole. There is also the
  risk that the current interest rate may not accurately reflect existing market
  rates. For fixed income securities, market risk is largely, but not
  exclusively, influenced by changes in interest rates. A rise in interest rates
  typically causes a fall in values, while a fall in rates typically causes a
  rise in values. Finally, key information about a security or market may be
  inaccurate or unavailable. This is particularly relevant to investments in
  foreign securities.

- - POLITICAL RISK. The risk of losses attributable to unfavorable governmental or
  political actions, seizure of foreign deposits, changes in tax or trade
  statutes, and governmental collapse and war.

- - FOREIGN INVESTMENT RISK. Associated with higher transaction costs, delayed
  settlements, currency controls and adverse economic developments. This
  includes the risk that fluctuations in the exchange rates between the U.S.
  dollar and foreign currencies may negatively affect an investment. Adverse
  changes in exchange rates may erode or reverse any gains produced by foreign
  currency denominated investments and may widen any losses. Exchange rate
  volatility also may affect the ability of an issuer to repay U.S. dollar
  denominated debt, thereby increasing credit risk.

- - PRE-PAYMENT RISK. The risk that the principal repayment of a security will
  occur at an unexpected time, especially that the repayment of a mortgage or
  asset-backed security occurs either significantly sooner or later than
  expected. Changes in pre-payment rates can result in

<PAGE>

38

  greater price and yield volatility. When mortgage and other obligations are
  pre-paid, a Fund may have to reinvest in securities with a lower yield.
  Further, with early prepayment, a Fund may fail to recover any premium paid,
  resulting in an unexpected capital loss.

- - TAX RISK. The risk that the issuer of the securities will fail to comply with
  certain requirements of the Internal Revenue Code, which would cause adverse
  tax consequences.

- - REGULATORY RISK. The risk associated with Federal and state laws which may
  restrict the remedies that a mortgage lender has when a borrower defaults on
  mortgage loans. These laws include restrictions on foreclosures, redemption
  rights after foreclosure, Federal and state bankruptcy and debtor relief laws,
  restrictions on "due on sale" clauses, and state usury laws.

INVESTMENT POLICIES
- ----------------------------------------------------

Each Fund's investment objective and the following investment policies
summarized below are fundamental. This means that they cannot be changed without
the consent of a majority of the outstanding shares of the Funds. In addition to
the fundamental policies mentioned earlier, the following fundamental policies
apply to each Fund as specified. The full text of the fundamental policies can
be found in the Statement of Additional Information.

Each Fund may not:

1. Purchase the securities of an issuer if as a result more than 5% of its total
   assets would be invested in the securities of that issuer or the Fund would
   own more than 10% of the outstanding voting securities of that issuer. This
   does not include securities issued or guaranteed by the United States, its
   agencies or instrumentalities, securities of registered investment companies,
   and repurchase agreements involving these securities. This restriction
   applies with respect to 75% of a Fund's total assets.


2. Concentrate their investment in the securities of one or more issuers
   conducting their principal business in a particular industry or group of
   industries. This does not include obligations issued or guaranteed by the
   U.S. Government or its agencies and instrumentalities and repurchase
   agreements involving such securities.


3. Make loans, except that a 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.

Additional investment policies are set forth in the Statement of Additional
Information.

TEMPORARY DEFENSIVE POSITION

For temporary defensive purposes as determined by Banc One Investment Advisors,
the Funds may invest up to 100% of their assets in money market instruments, and
may hold a portion of their assets in cash for liquidity purposes. While the
Funds are engaged in a temporary defensive position, they will not be pursuing
their investment objectives. Therefore, the Funds will pursue a temporary
defensive position only when market conditions warrant.

PORTFOLIO TURNOVER

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 Funds and may result in additional tax consequences to you. The portfolio
turnover rate for each Fund for the fiscal year ended June 30, 1997 is shown on
the Financial Highlights.

<PAGE>

                                    APPENDIX

                                                                              39

DESCRIPTION OF RATINGS

The following is a summary of published ratings by major credit rating agencies.
Credit ratings evaluate only the safety of principal and interest payments, not
the market value risk of lower quality securities. Credit rating agencies may
fail to change credit ratings to reflect subsequent events on a timely basis.
Although Banc One Investment Advisors considers security ratings when making
investment decisions, it also performs its own investment analysis and does not
rely solely on the ratings assigned by credit agencies.

Unrated securities will be treated as non-investment grade securities unless
Banc One Investment Advisors 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 COMMERCIAL PAPER RATINGS

DUFF & PHELPS CREDIT RATING CO. ("DUFF")

    D-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
         obligations.

     D-1 Very high certainty of timely payment. Liquidity factors are excellent
         and supported by good fundamental protection factors. Risk factors are
         minor.

   D-1- High certainty of timely payment. Liquidity factors are strong and
        supported by good fundamental protection factors. Risk factors are very
        small.

STANDARD & POOR'S CORPORATION ("S&P")

     A-1 Highest category of commercial paper. Capacity to meet financial
         commitment is strong. Obligations designated with a plus sign (+)
         indicate that capacity to meet financial commitment is extremely
         strong.

     A-2 Issues somewhat more susceptible to adverse effects of changes in
         circumstances and economic conditions than obligations in higher rating
         categories. However, the capacity to meet financial commitments is
         satisfactory.

FITCH'S INVESTORS SERVICE, L.P. ("FITCH")

    F-1+ Exceptionally strong credit quality. Strongest degree of assurance for
         timely payment.

     F-1 Very strong credit quality. Assurance of timely payment is only
         slightly less in degree than issues rated F-1+.

     F-2 Good credit quality. Satisfactory degree of assurance for timely
         payment, but the margin of safety is not as good as for issues assigned
         F-1+ and F-1 ratings.

IBCA LIMITED ("IBCA")

      A1 Highest capacity for timely repayment. Those issues rated A1+ possess a
         particularly strong credit feature.

      A2 Satisfactory capacity for timely repayment although such capacity may
         be susceptible to adverse changes in business, economic or financial
         conditions.

MOODY'S INVESTORS SERVICE ("MOODY'S")

 PRIME-1 Superior ability for repayment.

 PRIME-2 Strong ability for repayment.

DESCRIPTION OF BANK RATINGS

MOODY'S

These ratings represent Moody's opinion of a bank's intrinsic safety and
soundness.

       A These banks possess exceptional intrinsic financial strength. Typically
         they will be major financial institutions with highly valuable and
         defensible business franchises, strong financial fundamentals, and a
         very attractive and stable operating environment.

       B These banks possess strong intrinsic financial strength. Typically,
         they will be important institutions with valuable and defensible
         business franchises, good financial fundamentals, and an attractive and
         stable operating environment.

       C These banks possess good intrinsic financial strength. Typically, they
         will be institutions with valuable and defensible business franchises.
         These banks will demonstrate either acceptable financial fundamentals
         within a stable operating environment, or better than average financial
         fundamentals within an unstable operating environment.

<PAGE>

40

S&P

S&P's credit rating is a current opinion of an obligor's overall financial
capacity (its creditworthiness) to pay its financial obligation.

    AAA The highest rating assigned by S&P. The obligor's capacity to meet its
        financial commitment on the obligation is extremely strong.

     AA The obligor's capacity to meet its financial commitments on the
        obligation is very strong.

       A The obligation is somewhat more susceptible to the adverse effects of
         changes in circumstances and economic conditions than obligations in
         higher rated categories. However, the obligor's capacity to meet its
         financial commitment on the obligation is still strong.

DESCRIPTION OF INSURANCE RATINGS

MOODY'S

These ratings represent Moody's opinions of the ability of insurance companies
to pay punctually senior policyholder claims and obligations.

    Aaa Insurance companies rated in this category offer exceptional financial
        security. While the financial strength of these companies is likely to
        change, such changes as can be visualized are most unlikely to impair
        their fundamentally strong position.

      Aa These insurance companies offer excellent financial security. Together
         with the Aaa group, they constitute what are generally known as high
         grade companies. They are rated lower than Aaa companies because
         long-term risks appear somewhat larger.

       A Insurance companies rated in this category offer good financial
         security. However, elements may be present which suggest a
         susceptibility to impairment sometime in the future.

S&P

S&P's credit rating is a current opinion of the creditworthiness of an obligor
with respect to a specific financial obligation, a specific class of financial
obligations, or a specific financial program.

    AAA This is the highest rating assigned by S&P. The obligor's capacity to
        meet its financial commitment on the obligation is extremely strong.

     AA The obligor's capacity to meet its financial commitments on the
        obligation is very strong.

       A An obligation rated A is somewhat more susceptible to the adverse
         effects of changes in circumstances and economic conditions than
         obligations in higher rated categories. However, the obligor's capacity
         to meet its financial commitment on the obligation is still strong.

DESCRIPTION OF MUNICIPAL BOND RATINGS
(including foreign, mortgage and asset-backed securities)

S&P

Investment Grade

    AAA The highest rating. The rating indicates an extremely strong capacity to
        meet its financial commitment.

     AA Differs from AAA issues only in a small degree. The obligor's capacity
        to meet its financial commitment is very strong.

       A These bonds are somewhat more susceptible to the adverse effects of
         changes in circumstances and economic conditions than debt in higher
         rated categories. However, capacity to meet its financial commitment on
         the obligation is still strong.

    BBB Exhibits adequate protection parameters. However, adverse economic
        conditions or changing circumstances are more likely to lead to a
        weakened capacity to meet its financial commitment on the obligations.

Speculative Grade

     BB Less vulnerable to non-payment than other speculative issues. However,
        these bonds face major ongoing uncertainties or exposure to adverse
        business, financial or economic conditions which could lead to
        inadequate capacity to meet financial commitment on the obligations.

       B More vulnerable to non-payment than obligations rated BB, but currently
         has the capacity to meet its financial commitment on the obligation.
         Adverse business, financial or economic conditions will likely impair
         capacity or willingness to meet its financial commitment on the
         obligation.

    CCC Currently vulnerable to non-payment, and is dependent upon favorable
        business, financial, and economic conditions to meet its financial
        commitment on the

<PAGE>

                                                                              41

        obligation. In the event of adverse business, financial, or economic
        conditions, they are not likely to have the capacity to meet its
        financial commitment on the obligation.

      CC Currently highly vulnerable to non-payment.

       C This rating may be used to cover a situation where a bankruptcy
         petition has been filed, or similar action has been taken, but payments
         on this obligation are being continued.

       D Bonds in payment default.

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

MOODY'S

Investment Grade

    Aaa 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 an exceptionally stable, margin and principal is secure.

      Aa High quality by all standards. Margins of protection may not be as
         large as in Aaa securities, fluctuation of protective elements may be
         greater, or there may be other elements present that make the long-term
         risks appear somewhat larger than in Aaa securities.

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

    Baa These bonds are considered 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.

Non-Investment Grade

      Ba These bonds have speculative elements; their future cannot be
         considered as well assured. The protection of interest and principal
         payments may be very moderate and thereby not well safeguarded during
         good and bad times over the future.

       B These bonds 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 any long period of time may be
         small).

     Caa Bonds in this category have poor standing and may be in default. These
         bonds carry an element of danger with respect to principal and interest
         payments.

      Ca Speculative to a high degree and could be in default or have other
         marked shortcomings. Ca is the lowest rating.

DESCRIPTION OF MUNICIPAL NOTE RATINGS

MOODY'S
  MIG1 & Short-term municipal securities rated MIG1 or VMIG1 are of the best
   VMIG1 quality. They have strong protection from established cash flows,
         superior liquidity support or demonstrated broad-based access to the
         market for refinancing.



  MIG2 & These Short-term municipal securities are of high quality. Margins of
   VMIG2 protection are ample although not so large as in the preceding group.


  MIG3 & Favorable quality. All security elements are accounted for, but the
   VMIG3 undeniable strength of the preceding grades is lacking. Liquidity and
         cash flow protection may be narrow and marketing access for
         refinancing is likely to be less well established.















S&P

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.

    SP-1 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.

    SP-3 Speculative capacity to pay principal and interest.

<PAGE>

42

DESCRIPTION OF PREFERRED STOCK RATINGS

MOODY'S

     aaa Top-quality preferred stock. This rating indicates good asset
         protection and the least risk of dividend impairment within the
         universe of preferred stocks.

      aa High-grade preferred stock. This rating indicates that there is a
         reasonable assurance the earnings and asset protection will remain
         relatively well maintained in the foreseeable future.

       a Upper-medium grade preferred stock. While risks are judged to be
         somewhat greater than in the "aaa" and "aa" classification, earnings
         and asset protection are, nevertheless, expected to be maintained at
         adequate levels.

     baa Medium-grade preferred stock, neither highly protected nor poorly
         secured. Earnings and asset protection appear adequate at present but
         may be questionable over any great length of time.

S&P

S&P's preferred stock rating is an assessment of the capacity and willingness of
an issuer to pay preferred stock dividends and any applicable sinking fund
obligations.

    AAA Highest rating. This rating indicates an extremely strong capacity to
        pay the preferred stock obligations.

     AA High-quality, fixed-income security. The capacity to pay preferred stock
        obligations is very strong, although not as overwhelming as for issues
        rated "AAA."

       A Backed by a sound capacity to pay the preferred stock obligations,
         although it is somewhat more susceptible to the adverse effects of
         changes in circumstances and economic conditions.

    BBB Backed by an adequate capacity to pay the preferred stock obligations.
        Whereas the issuer normally exhibits adequate protection parameters,
        adverse economic conditions or changing circumstances are more likely to
        lead to a weakened capacity to make payments for a preferred stock in
        this category than for issues in the "A" category.

SHORT-TERM DEBT RATINGS

Thompson Bank Watch, Inc. ("TBW") assigns ratings to specific debt instruments
with original maturities of one year or less. The TBW Short-Term ratings
specifically assess the likelihood of an untimely payment of principal and
interest.

  TBW-1 Very high degree of likelihood that principal and interest will be paid
        on a timely basis.

  TBW-2 While degree of safety regarding timely repayment of principal and
        interest is strong, the relative degree is not as high as for issues
        rated TBW-1.

  TBW-3 Lowest investment grade category. While more susceptible to adverse
        developments than obligations with higher ratings, capacity to service
        principal and interest in a timely fashion is considered adequate.

  TBW-4 Non-investment grade and, therefore, speculative.

<PAGE>
Investment Advisor and Sub-Administrator
Banc One Investment Advisors Corporation
1111 Polaris Parkway
P.O. Box 710211
Columbus, OH 43271-0211

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

Administrator
The One Group 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





THE STATEMENT OF ADDITIONAL INFORMATION CONTAINS MORE DETAILED INFORMATION ABOUT
THE FUNDS. THE CURRENT STATEMENT OF ADDITIONAL INFORMATION HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION AND IS AVAILABLE WITHOUT CHARGE BY
CALLING 1-800-480-4111 OR BY WRITING TO THE ONE GROUP SERVICES COMPANY AT 3435
STELZER ROAD, COLUMBUS, OHIO 43219. THE STATEMENT OF ADDITIONAL INFORMATION IS
INCORPORATED INTO THIS PROSPECTUS BY REFERENCE. THE SEC MAINTAINS A WEB SITE
(WWW.SEC.COM) THAT CONTAINS THE STATEMENT OF ADDITIONAL INFORMATION, MATERIALS
INCORPORATED BY REFERENCE AND OTHER INFORMATION REGARDING THE ONE GROUP(R).


TOG-F-122
<PAGE>
                     THE ONE GROUP(R) FAMILY OF MUTUAL FUNDS

                               MONEY MARKET FUNDS

                              COMBINED PROSPECTUS

                                NOVEMBER 1, 1997


                    THE ONE GROUP(R) PRIME MONEY MARKET FUND

                  THE ONE GROUP(R) MUNICIPAL MONEY MARKET FUND

                THE ONE GROUP(R) OHIO MUNICIPAL MONEY MARKET FUND

           THE ONE GROUP(R) U.S. TREASURY SECURITIES MONEY MARKET FUND


 This prospectus describes four money market mutual funds with a variety of
           investment objectives, including current income, interest
 income exempt from Federal Income Tax, and interest income exempt from
                Federal Income Tax and Ohio Personal Income Tax.
 The information in this prospectus is important. Please read it carefully
              before you invest, and save it for future reference.

         PLEASE REMEMBER THAT SHARES OF THE FUNDS: o ARE NOT DEPOSITS OR
 OBLIGATIONS OF, OR GUARANTEED BY BANC ONE CORPORATION OR ITS AFFILIATES; o ARE
    NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
                 BY ANY FEDERAL OR STATE GOVERNMENTAL AGENCY; o
                 INVOLVE INVESTMENT RISK, INCLUDING THE POSSIBLE
                     LOSS OF THE PRINCIPAL AMOUNT INVESTED.

           THE ONE GROUP OHIO MUNICIPAL MONEY MARKET FUND MAY INVEST A
         SIGNIFICANT PORTION OF ITS ASSETS IN THE SECURITIES OF A SINGLE
      ISSUER. AS A RESULT, AN INVESTMENT IN THE FUND MAY ENTAIL MORE RISKS
            THAN AN INVESTMENT IN ANOTHER TYPE OF MONEY MARKET FUND.

              THERE IS NO ASSURANCE THAT THE FUNDS WILL MEET THEIR
               INVESTMENT OBJECTIVES OR BE ABLE TO MAINTAIN A NET
              ASSET VALUE OF $1.00 PER SHARE ON A CONTINUOUS BASIS.

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


<PAGE>


                               TABLE OF CONTENTS
<TABLE>
                   <S>                                                        <C>
                   A BRIEF PREVIEW OF THE FUNDS..............................    1
                   ABOUT THE FUNDS...........................................    2
                      The One Group(R) Prime Money Market Fund...............    2
                      The One Group(R) Municipal Money Market Fund...........    5
                      The One Group(R) Ohio Municipal Money Market Fund......    7
                      The One Group(R) U.S. Treasury Securities Money Market
                        Fund.................................................    9
                   MORE ABOUT THE FUNDS......................................   12
                   HOW TO DO BUSINESS WITH THE ONE GROUP.....................   13
                      Purchasing Fund Shares.................................   13
                      Sales Charges..........................................   15
                      Sales Charge Reductions and Waivers....................   16
                      Exchanging Fund Shares.................................   16
                      Redeeming Fund Shares..................................   17
                   SHAREHOLDER INFORMATION...................................   20
                      Voting Rights..........................................   20
                      Dividend Policies......................................   20
                      Tax Treatment of the Funds.............................   21
                      Tax Treatment of Shareholders..........................   21
                      Shareholder Inquiries..................................   22
                   ORGANIZATION AND MANAGEMENT OF THE FUNDS..................   23
                      The Funds..............................................   23
                      The Board of Trustees..................................   23
                      The Advisor............................................   23
                      The Distributor........................................   23
                      The Administrator and Sub-Administrator................   23
                      The Transfer Agent, Custodian and Sub-Custodian........   23
                   DETAILS ABOUT THE FUNDS' INVESTMENT PRACTICES AND
                     POLICIES................................................   24
                      Investment Practices...................................   24
                      Investment Risks.......................................   26
                      Investment Policies....................................   27
                   APPENDIX: DESCRIPTION OF RATINGS..........................   29
</TABLE>



<PAGE>

                                                                               1

                        A BRIEF PREVIEW OF THE FUNDS

             WHAT ARE THE GOALS OF THE ONE GROUP MONEY MARKET FUNDS?
             The Funds are designed for a variety of investment objectives,
             including current income, interest income exempt from Federal
             Income Tax, and interest income exempt from Federal Income Tax
             and Ohio Personal Income Tax. Each Fund pursues a different
             objective and involves different risks. All of the Funds will
             use their best efforts to maintain a constant net asset value
             of $1.00 per share, although there is no guarantee that the
             Funds will be able to do so. Please read about each Fund
             before investing.

             WHAT ARE THE FUNDS' INVESTMENT STRATEGIES?
             The Funds 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 Funds intend to
             comply with Rule 2a-7 under the Investment Company Act of
             1940.

             WHAT ARE THE MAIN RISKS OF INVESTING IN THE FUNDS?

             The Funds invest in securities that are backed by "credit
             enhancements" such as letters of credit. The value of
             investments in the Funds could decrease if the credit quality
             of the credit enhancement provider declines. The Prime Money
             Market Fund invests in mortgage-related securities which have
             significantly greater price and yield volatility than
             traditional fixed income securities. In addition, the Prime
             Money Market Fund invests in U.S. dollar denominated foreign
             securities which may expose the Fund to risks that are
             different from investments in U.S. Securities. The Ohio
             Municipal Money Market Fund is a nondiversified fund which
             exposes investors to special risks. For more information about
             risks, please read "More About the Funds" and "Investment
             Risks."

             WHAT CLASSES OF SHARES ARE AVAILABLE?
             Each Fund currently offers Class A, Class C and Fiduciary
             Class shares. Class A and Class C 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. Fiduciary Class shares are not available to
             Individual Retirement Accounts ("IRA").

             The Prime Money Market Fund and the U.S. Treasury Securities
             Money Market Fund also offer Class B and Service Class shares.
             Class B shares are offered to the general public. Service
             Class shares are offered to entities purchasing such shares on
             behalf of investors requiring additional administrative or
             accounting services such as sweep processing. The section
             called "How To Do Business With The One Group" will provide
             more information.

             HOW DO I PURCHASE AND REDEEM SHARES?

             You may buy and redeem shares of the Funds on any day that the
             Funds are open for business. Class C Shares are not available
             for purchase in all of the Funds. Purchase and redemption
             procedures are explained in greater detail in "How To Do
             Business With The One Group." For additional information, call
             The One Group Services Company at 1-800-480-4111.


             HOW ARE DIVIDENDS PAID?
             Generally, dividends are declared on each business day and are
             distributed periodically. Any capital gains are distributed at
             least annually. Distributions are paid in additional shares of
             the same class unless you elect to take the payment in cash.
             For a more detailed discussion of dividends, see "Dividend
             Policies."

             WHO MANAGES THE FUNDS?
             Banc One Investment Advisors Corporation ("Banc One Investment
             Advisors"), an indirect subsidiary of BANC ONE CORPORATION,
             serves as the advisor of the Funds. Banc One Investment
             Advisors is paid a fee for its services. A more detailed
             discussion regarding Banc One Investment Advisors, its
             services and compensation can be found in the Prospectus under
             the headings "The Advisor" and "Expense Summary."

<PAGE>
2

THE ONE GROUP(R)
PRIME MONEY MARKET FUND
[ICON] INVESTMENT OBJECTIVE
The Fund is a diversified money market fund that seeks current income with
liquidity and stability of principal.

[ICON] PORTFOLIO SECURITIES
The Fund invests exclusively in high quality money market instruments. These
instruments include U.S. Treasury obligations, obligations issued or guaranteed
by U.S. agencies or instrumentalities, mortgage-backed securities, commercial
paper, bank obligations and deposit notes. The Fund also may invest in
commercial paper issued by foreign issuers. The Fund may invest up to 10% of its
net assets in illiquid investments such as certain restricted securities and
private placements. The Fund also engages in securities lending. For a list of
all of the securities in which the Fund may invest, please read "Investment
Policies."

[ICON] RISK CONSIDERATIONS
The Fund invests in securities that are backed by "credit enhancements" such as
letters of credit. The value of your investment in the Fund could decrease if
the value of the securities in the portfolio decreases in response to declining
credit quality of a credit enhancement provider. The fund also invests in U.S.
dollar denominated foreign investments which involve risks that are different
from investments in U.S. companies. In addition, the Fund invests in
mortgage-related securities which have significantly greater price and yield
volatility than traditional fixed-income securities. Before you invest, please
read "More About the Funds" and "Investment Risks."

 SHAREHOLDER EXPENSES

<TABLE>
<CAPTION>
                                                                          SERVICE   FIDUCIARY
   SHAREHOLDER TRANSACTION EXPENSES (1)     CLASS A   CLASS B   CLASS C    CLASS      CLASS
<S>                                         <C>       <C>       <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)         none      none      none      none       none
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase
  price or redemption proceeds, as
  applicable)                                 none     5.00%     1.00%      none       none
Redemption Fees                               none      none      none      none       none
Exchange Fees                                 none      none      none      none       none
ANNUAL OPERATING EXPENSES (2)
  (as a percentage of average daily
  net assets)
Investment Advisory Fees (after fee
  waiver) (3)                                 .30%      .30%      .30%      .30%       .30%
12b-1 Fees (after fee waiver) (4)             .25%     1.00%     1.00%      .55%       none
Other Expenses                                .20%      .20%      .20%      .20%       .20%
Total Fund Operating Expenses (after fee
  waivers) (5)                                .75%     1.50%     1.50%     1.05%       .50%
</TABLE>

(1) If you buy or sell shares through a Shareholder Servicing Agent, you may be
    charged separate transaction fees by the Shareholder Servicing Agent. In
    addition, a $7.00 charge is deducted from redemption amounts paid by wire.
(2) Expense information has been restated to reflect current fees.
(3) Without a fee waiver, Investment Advisory Fees would be .35% for all classes
    of shares.
(4) Due to 12b-1 fees, long-term Class A, Class B, Class C and Service Class
    shareholders may pay more than the equivalent of the maximum front-end sales
    charges permitted under the rules of the National Association of Securities
    Dealers. Without the voluntary waiver of fees, 12b-1 fees would be .75% for
    Service Class shares.
(5) Without a voluntary reduction of Investment Advisory and 12b-1 fees, Total
    Operating Expenses would be .80% for Class A shares, 1.55% for Class B
    shares, 1.55% for Class C shares, 1.30% for Service Class shares and .55%
    for Fiduciary Class shares.

 EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                         $  8       $  24       $  42        $ 93
Class A (without fee waiver)                    $  8       $  26       $  44        $ 99
Class B                                         $ 65       $  77       $ 102        $159
Class B (without fee waiver)                    $ 66       $  79       $ 104        $164
Class C                                         $ 25       $  47       $  82        $179
Class C (without fee waiver)                    $ 26       $  49       $  84        $185
Fiduciary Class                                 $  5       $  16       $  28        $ 63
Fiduciary Class (without fee waiver)            $  6       $  18       $  31        $ 69
</TABLE>

Assuming no redemption at the end of each time period, 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                                         $  8       $  24       $  42        $ 93
Class A (without fee waiver)                    $  8       $  26       $  44        $ 99
Class B                                         $ 15       $  47       $  82        $159
Class B (without fee waiver)                    $ 16       $  49       $  84        $164
Class C                                         $ 15       $  47       $  82        $179
Class C (without fee waiver)                    $ 16       $  49       $  84        $185
Fiduciary Class                                 $  5       $  16       $  28        $ 63
Fiduciary Class (without fee waiver)            $  6       $  18       $  31        $ 69
</TABLE>

Class B shares automatically convert to Class A shares after eight years.
Therefore, the "10 years" examples above reflect this conversion.

Because of the nature of the shares, shareholders are not expected to remain in
Service Class shares for more than a very limited period of time. However, a
shareholder investing in the Service Class shares on a continual basis for a
period of one month would pay $1, three months would pay $3, one year would pay
$11. Without the voluntary fee reduction, that shareholder would pay $1 after
one month, $3 after three months, and $13 after one year.

These examples are designed to assist you in understanding the various costs and
expenses that may be directly or indirectly paid by investors in the Fund. THESE
EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
                                                                            3

THE ONE GROUP(R) PRIME MONEY MARKET FUND    FINANCIAL HIGHLIGHTS


The Financial Highlights are intended to help you understand the Fund's
financial performance for the past 10 years, or since inception if less than 10
years. The total returns in the table represent the rate a shareholder would
have earned on an investment in the Fund (assuming reinvestment of all dividends
and distributions). This information has been derived from financial statements
audited by Coopers & Lybrand L.L.P., whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.


<TABLE>
<CAPTION>
                                                                             YEARS ENDED JUNE 30,
                                            --------------------------------------------------------------------------------------
                FIDUCIARY                      1997           1996           1995           1994           1993           1992
<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                           0.051          0.054          0.052          0.031          0.030          0.045
- ----------------------------------------------------------------------------------------------------------------------------------
Less: Distributions
  Net investment income                          (0.051)        (0.054)        (0.052)        (0.031)        (0.030)        (0.045)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD              $     1.000    $     1.000    $     1.000    $     1.000    $     1.000    $     1.000
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return                                       5.20%          5.49%          5.34%          3.19%          3.09%          4.64%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)         $ 2,563,768    $ 2,186,562    $ 1,965,416    $ 1,600,876    $   979,275    $   946,504
  Ratio of expenses to average net assets          0.48%          0.44%          0.41%          0.40%          0.44%          0.59%
  Ratio of net investment income to
    average net assets                             5.08%          5.34%          5.27%          3.18%          3.05%          4.49%
  Ratio of expenses to average net assets*         0.56%          0.55%          0.57%          0.59%          0.62%          0.76%
  Ratio of net investment income average
    net assets*                                    5.00%          5.23%          5.12%          2.99%          2.87%          4.32%

<CAPTION>

                                            ---------------------------
                FIDUCIARY                         1991         1990
<S>                                         <C>            <C>
NET ASSET VALUE, BEGINNING OF PERIOD        $     1.000    $     1.000
- -----------------------------------------------------------------------
Investment Activities
  Net investment income                           0.069          0.080
- -----------------------------------------------------------------------
Less: Distributions
  Net investment income                          (0.069)        (0.080)
- -----------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD              $     1.000    $     1.000
- -----------------------------------------------------------------------
Total Return                                       7.12%          8.33%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)         $   760,726    $   562,680
  Ratio of expenses to average net assets          0.68%          0.64%
  Ratio of net investment income to
    average net assets                             6.86%          8.02%
  Ratio of expenses to average net assets*         0.83%          0.79%
  Ratio of net investment income average
    net assets*                                    6.71%          7.87%
</TABLE>

* During the period certain fees were voluntarily reduced. If such voluntary fee
  reductions had not occurred, the ratios would have been as indicated.

<TABLE>
<CAPTION>
                                                                            YEARS ENDED JUNE 30,
                                           --------------------------------------------------------------------------------------
                 CLASS A                      1997           1996           1995           1994           1993          1992(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                          0.048          0.051          0.050          0.027          0.030         0.013
- ---------------------------------------------------------------------------------------------------------------------------------
Less: Distributions
  Net investment income                         (0.048)        (0.051)        (0.050)        (0.027)        (0.030)       (0.013)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD             $     1.000    $     1.000    $     1.000    $     1.000    $     1.000    $    1.000
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                      4.94%          5.22%          5.08%          2.93%          2.83%         3.51%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)        $   332,646    $   315,374    $   201,968    $    74,759    $    61,106    $       511
  Ratio of expenses to average net assets         0.73%          0.69%          0.67%          0.65%          0.65%         0.79%(b)
  Ratio of net investment income to
    average net assets                            4.83%          5.09%          5.02%          2.92%          2.67%         3.40%(b)
  Ratio of expenses to average net
    assets*                                       0.91%          0.90%          0.92%          0.90%          0.99%         0.94%(b)
  Ratio of net investment income to
    average net assets*                           4.65%          4.88%          4.77%          2.67%          2.33%         3.25%(b)
</TABLE>

* 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.


<PAGE>
4

THE ONE GROUP(R) PRIME MONEY MARKET FUND    FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                                                     NOVEMBER 21,
                                                                                                                       1996 TO
                                                                                                                       JUNE 30,
                                                      CLASS B                                                          1997(a)
<S>                                                                                                                  <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                                                   $  1.000
- ---------------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                                                                                   0.026
- ---------------------------------------------------------------------------------------------------------------------------------
Less: Distributions
  Net investment income                                                                                                  (0.026)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                                                                         $  1.000
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return (excludes sales charge)                                                                                       2.63%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                                                                    $    618
  Ratio of expenses to average net assets                                                                                  1.51%(c)
  Ratio of net investment income to average net assets                                                                     4.16%(c)
  Ratio of expenses to average net assets*                                                                                 1.59%(c)
  Ratio of net investment income to average net assets*                                                                    4.08%(c)
</TABLE>

* 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) Not
  annualized.  (c) Annualized.


<PAGE>
                                                                             5
THE ONE GROUP(R)
MUNICIPAL MONEY MARKET FUND
[ICON] INVESTMENT OBJECTIVE
The Fund is a diversified fund that seeks as high a level of current interest
income exempt from Federal income tax as is consistent with capital preservation
and stability of principal.

[ICON] PORTFOLIO SECURITIES
As a matter of fundamental policy, the Fund will invest at least 80% of its
total assets in municipal securities. These are securities issued by or on
behalf of the states, territories and possessions of the United States,
including the District of Columbia, and their political subdivisions, agencies,
instrumentalities and authorities. These municipal securities produce interest
that, in the opinion of bond counsel for the issuer, is exempt from Federal
income tax. However, the Fund may invest as much as 100% of its assets in
municipal securities that produce income that is subject to the Federal
alternative minimum tax. If you are subject to the Federal alternative minimum
tax, please read the section of this prospectus entitled "Tax Treatment of
Shareholders" before you invest. The Fund also may invest up to 20% of its total
assets in other types of securities, such as taxable money market instruments,
including repurchase agreements. For a list of all the securities in which the
Fund may invest, please read "Investment Practices."

[ICON] RISK CONSIDERATIONS
The Fund invests in securities that are backed by "credit enhancements" such as
letters of credit. The value of your investment in the Fund could decrease if
the value of the securities in the portfolio decreases in response to declining
credit quality of a credit enhancement provider. In addition, the Fund invests
in mortgage-related securities which have significantly greater price and yield
volatility than traditional fixed-income securities. Before you invest, please
read "More Information about the Funds" and "Investment Risks."

 SHAREHOLDER EXPENSES

<TABLE>
<CAPTION>
       SHAREHOLDER TRANSACTION EXPENSES (1)          CLASS A   CLASS C   FIDUCIARY CLASS
<S>                                                  <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases (as a
  percentage of offering price)                        none      none          none
Maximum Contingent Deferred Sales Charge (as a
  percentage of original purchase price or
  redemption proceeds, as applicable)                  none     1.00%          none
Redemption Fees                                        none      none          none
Exchange Fees                                          none      none          none

ANNUAL OPERATING EXPENSES (2)
(as a percentage of average daily net assets)
Investment Advisory Fees (after fee waiver) (3)        .25%      .25%          .25%
12b-1 Fees (4)                                         .25%     1.00%          none
Other Expenses                                         .25%      .25%          .25%
Total Fund Operating Expenses (after fee
  waiver) (5)                                          .75%     1.50%          .50%
</TABLE>

(1) If you buy or sell shares through a Shareholder Servicing Agent, you may be
    charged separate transaction fees by the Shareholder Servicing Agent. In
    addition, a $7.00 charge is deducted from redemption amounts paid by wire.
(2) Expense information has been restated to reflect current fees.
(3) Without a fee waiver, Investment Advisory Fees would be .35% for all classes
    of shares.
(4) Due to 12b-1 fees, long-term Class A and Class C shareholders may pay more
    than the equivalent of the maximum front-end sales charges permitted under
    the rules of the National Association of Securities Dealers.
(5) Total Operating Expenses have been revised to reflect fee waivers. Without a
    voluntary reduction of Investment Advisory fees, Total Operating Expenses
    would be .85% for Class A shares, 1.60% for Class C shares and .60% for
    Fiduciary Class shares.

 EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                         $  8       $  24       $  42        $ 93
Class A (without fee waiver)                    $  9       $  27       $  47        $105
Class C                                         $ 25       $  47       $  82        $179
Class C (without fee waiver)                    $ 26       $  50       $  87        $190
Fiduciary Class                                 $  5       $  16       $  28        $ 63
Fiduciary Class (without fee waiver)            $  6       $  19       $  33        $ 75
</TABLE>

Assuming no redemption at the end of each time period, 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                                         $  8       $  24       $  42        $ 93
Class A (without fee waiver)                    $  9       $  27       $  47        $105
Class C                                         $ 15       $  47       $  82        $179
Class C (without fee waiver)                    $ 16       $  50       $  87        $190
Fiduciary Class                                 $  5       $  16       $  28        $ 63
Fiduciary Class (without fee waiver)            $  6       $  19       $  33        $ 75
</TABLE>

These examples are designed to assist you in understanding the various costs and
expenses that may be directly or indirectly paid by investors in the Fund. THESE
EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
6

THE ONE GROUP(R) MUNICIPAL MONEY MARKET FUND    FINANCIAL HIGHLIGHTS


The Financial Highlights are intended to help you understand the Fund's
financial performance for the past 10 years, or since inception if less than 10
years. The total returns in the table represent the rate a shareholder would
have earned on an investment in the Fund (assuming reinvestment of all dividends
and distributions). This information has been derived from financial statements
audited by Coopers & Lybrand L.L.P., whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.


<TABLE>
<CAPTION>
                                                                     YEARS ENDED JUNE 30,
                                     -----------------------------------------------------------------------------------
         FIDUCIARY             1997         1996         1995         1994         1993         1992         1991         1990
<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          0.031        0.033        0.032        0.021        0.021        0.034        0.050        0.057
- ---------------------------------------------------------------------------------------------------------------------------------
Less: Distributions
  Net investment income         (0.031)      (0.033)      (0.032)      (0.021)      (0.021)      (0.034)      (0.050)      (0.057)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF
  PERIOD                     $   1.000    $   1.000    $   1.000    $   1.000    $   1.000    $   1.000    $   1.000    $   1.000
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                      3.19%        3.34%        3.28%        2.16%        2.15%        3.47%        5.17%        5.82%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of
    period (000)             $ 467,420    $ 459,807    $ 437,743    $ 352,702    $ 175,277    $ 170,961    $ 166,200    $ 145,712
  Ratio of expenses to
    average net assets            0.43%        0.41%        0.41%        0.40%        0.46%        0.43%        0.32%        0.36%
  Ratio of net investment
    income to average net
    assets                        3.16%        3.29%        3.26%        2.13%        2.12%        3.41%        5.04%        5.66%
  Ratio of expenses to
    average net assets*           0.55%        0.59%        0.59%        0.60%        0.66%        0.80%        0.67%        0.76%
  Ratio of net investment
    income to average net
    assets*                       3.04%        3.11%        3.08%        1.93%        1.92%        3.04%        4.69%        5.26%
</TABLE>

* During the period certain fees were voluntarily reduced. If such voluntary fee
  reductions had not occurred, the ratios would have been as indicated.

<TABLE>
<CAPTION>
                                                                                  YEARS ENDED JUNE 30,
                                                       -------------------------------------------------------------
                       CLASS A                           1997         1996         1995         1994         1993        1992(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                                    0.029        0.030        0.030        0.021        0.019       0.009
- ---------------------------------------------------------------------------------------------------------------------------------
Less: Distributions
  Net investment income                                   (0.029)      (0.030)      (0.030)      (0.021)      (0.019)     (0.009)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                         $   1.000    $   1.000    $   1.000    $   1.000    $   1.000    $  1.000
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                                2.97%        3.08%        3.02%        1.96%        1.89%       2.48%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                    $  48,185    $  50,720    $  56,518    $  41,595    $  18,932    $    122
  Ratio of expenses to average net assets                   0.68%        0.66%        0.66%        0.65%        0.66%       0.84%(b)
  Ratio of net investment income to average net
    assets                                                  2.91%        3.04%        3.01%        1.92%        1.82%       2.44%(b)
  Ratio of expenses to average net assets*                  0.90%        0.94%        0.94%        0.91%        1.01%       0.99%(b)
  Ratio of net investment income to average net
    assets*                                                 2.69%        2.76%        2.73%        1.66%        1.47%       2.29%(b)
</TABLE>

* 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.


<PAGE>
                                                                           7

THE ONE GROUP(R)
OHIO MUNICIPAL MONEY MARKET FUND
[ICON] INVESTMENT OBJECTIVE
The Fund is a non-diversified money market fund that seeks as high a level of
current interest income exempt from Federal income tax and Ohio personal income
tax as is consistent with capital preservation and stability of principal.

[ICON] PORTFOLIO SECURITIES

The Fund will invest at least 80% of its total assets in Ohio municipal
securities. These are securities issued by or on behalf of the State of Ohio and
its political subdivisions, agencies, instrumentalities and authorities. Ohio
municipal securities produce interest that, in the opinion of bond counsel for
the issuer, is exempt from both Federal income tax and Ohio personal income tax.
The Fund also may invest up to 20% of its total assets in non-Ohio municipal
securities, i.e., municipal securities issued by states, territories and
possessions of the United States, including the District of Columbia, other than
Ohio, as well as their political subdivisions, agencies, instrumentalities and
authorities that produce interest exempt from Federal income tax. The Fund has
the ability to invest as much as 100% of its assets in non-Ohio municipal
securities that produce income that is subject to the Federal alternative
minimum tax. If you are subject to the Federal alternative minimum tax, please
read the section of this prospectus entitled "Tax Treatment of Shareholders"
before you invest. Finally, the Fund also may invest up to 20% of its total
assets in other types of securities, such as taxable money market instruments,
including repurchase agreements. For a list of all the securities in which the
Fund may invest, please read "Investment Practices."


[ICON] RISK CONSIDERATIONS
Because of the relatively small number of issuers of Ohio municipal securities,
the Fund's performance is effected to a greater extent by the success of one or
a few issuers than is the performance of a diversified fund. In addition, the
Fund invests in mortgage-related securities which have significantly greater
price and yield volatility than traditional fixed-income securities. Before you
invest, please read "More About the Funds" and "Investment Risks."

 SHAREHOLDER EXPENSES

<TABLE>
<CAPTION>
       SHAREHOLDER TRANSACTION EXPENSES (1)          CLASS A   CLASS C   FIDUCIARY CLASS
<S>                                                  <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases (as a
  percentage of offering price)                        none      none          none
Maximum Contingent Deferred Sales Charge (as a
  percentage of original purchase price or
  redemption proceeds, as applicable)                  none     1.00%          none
Redemption Fees                                        none      none          none
Exchange Fees                                          none      none          none

ANNUAL OPERATING EXPENSES (2)
 (as a percentage of average daily net assets)
Investment Advisory Fees (after fee waiver) (3)        .25%      .25%          .25%
12b-1 Fees(4)                                          .25%     1.00%          none
Other Expenses (after fee waiver) (5)                  .24%      .24%          .24%
Total Fund Operating Expenses (after fee
  waivers) (6)                                         .74%     1.49%          .49%
</TABLE>

(1) If you buy or sell shares through a Shareholder Servicing Agent, you may be
    charged separate transaction fees by the Shareholder Servicing Agent. In
    addition, a $7.00 charge is deducted from redemption amounts paid by wire.
(2) Expense information has been restated to reflect current fees.
(3) Without a fee waiver, Investment Advisory Fees would be .30% for all classes
    of shares.
(4) Due to 12b-1 fees, long-term Class A and Class C shareholders may pay more
    than the equivalent of the maximum front-end sales charges permitted under
    the rules of the National Association of Securities Dealers.
(5) Without a fee waiver, other expenses would be .29% for all classes of
    shares.
(6) Total Operating Expenses have been revised to reflect fee waivers. Without a
    voluntary reduction of Investment Advisory and 12b-1 fees, Total Operating
    Expenses would be .84% for Class A shares, 1.59% for Class C shares and .59%
    for Fiduciary Class shares.

 EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                         $  8       $  24       $  41        $ 92
Class A (without fee waivers)                   $  9       $  27       $  47        $104
Class C                                         $ 25       $  47       $  81        $178
Class C (without fee waivers)                   $ 26       $  50       $  87        $189
Fiduciary Class                                 $  5       $  16       $  27        $ 62
Fiduciary Class (without fee waivers)           $  6       $  19       $  33        $ 74
</TABLE>

Assuming no redemption at the end of each time period, 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                                         $  8       $  24       $  41        $ 92
Class A (without fee waivers)                   $  9       $  27       $  47        $104
Class C                                         $ 15       $  47       $  81        $178
Class C (without fee waiver)                    $ 16       $  50       $  87        $189
Fiduciary Class                                 $  5       $  16       $  27        $ 62
Fiduciary Class (without fee waivers)           $  6       $  19       $  33        $ 74
</TABLE>

These examples are designed to assist you in understanding the various costs and
expenses that may be directly or indirectly paid by investors in the Fund. THESE
EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
8

THE ONE GROUP(R) OHIO MUNICIPAL MONEY MARKET FUND    FINANCIAL HIGHLIGHTS


The Financial Highlights are intended to help you understand the Fund's
financial performance for the past 10 years, or since inception if less than 10
years. The total returns in the table represent the rate a shareholder would
have earned on an investment in the Fund (assuming reinvestment of all dividends
and distributions). This information has been derived from financial statements
audited by Coopers & Lybrand L.L.P., whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.


<TABLE>
<CAPTION>
                                                                          YEARS ENDED JUNE 30,                          JUNE 9,
                                                                                                                        1993 TO
                                                            ------------------------------------------------           JUNE 30,
                      FIDUCIARY                          1997             1996             1995             1994        1993(a)
<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                                   0.032            0.033            0.032            0.022         0.013
- ---------------------------------------------------------------------------------------------------------------------------------
Less: Distributions
  Net investment income                                  (0.032)          (0.032)          (0.032)          (0.022)       (0.013)
  In excess of net investment income                         --           (0.001)              --               --            --
- ---------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                      (0.032)          (0.033)          (0.032)          (0.022)       (0.013)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                         $  1.000         $  1.000         $  1.000         $  1.000     $   1.000
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                               3.22%            3.34%            3.20%            2.25%         2.14%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                    $ 56,442         $ 55,915         $ 51,806         $ 55,375     $   3,500
  Ratio of expenses to average net assets                  0.40%            0.41%            0.41%            0.34%         0.08%(b)
  Ratio of net investment income to average net
    assets                                                 3.17%            3.19%            3.13%            2.29%         2.07%(b)
  Ratio of expenses to average net assets*                 0.53%            0.71%            0.60%            0.57%         0.51%(b)
  Ratio of net investment income to average net
    assets*                                                3.04%            2.89%            2.94%            2.06%         1.64%(b)
</TABLE>

* 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>
<CAPTION>
                                                                          YEARS ENDED JUNE 30,                        JANUARY 26,
                                                                                                                        1993 TO
                                                            ------------------------------------------------           JUNE 30,
                       CLASS A                           1997             1996             1995             1994        1993(a)
<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                                   0.029            0.030            0.029            0.021         0.009
- ---------------------------------------------------------------------------------------------------------------------------------
Less: Distributions
  Net investment income                                  (0.029)          (0.029)          (0.029)          (0.021)       (0.009)
  In excess of net investment income                         --           (0.001)              --               --            --
- ---------------------------------------------------------------------------------------------------------------------------------
Total Distributions                                      (0.029)          (0.030)          (0.029)          (0.021)       (0.009)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                         $  1.000         $  1.000         $  1.000         $  1.000     $   1.000
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                               2.96%            3.08%            2.98%            2.09%         2.34%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                    $ 30,479         $ 41,132         $ 35,790         $ 37,356     $  25,125
  Ratio of expenses to average net assets                  0.65%            0.66%            0.63%            0.44%         0.26%(b)
  Ratio of net investment income to average net
    assets                                                 2.90%            2.94%            2.91%            2.05%         2.03%(b)
  Ratio of expenses to average net assets*                 0.88%            1.06%            0.95%            0.94%         0.92%(b)
  Ratio of net investment income to average net
    assets*                                                2.67%            2.54%            2.59%            1.55%         1.37%(b)
</TABLE>

* 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.


<PAGE>
                                                                            9

THE ONE GROUP(R)
U.S. TREASURY SECURITIES MONEY MARKET FUND
[ICON] INVESTMENT OBJECTIVE
The Fund is a diversified money market fund that seeks current income with
liquidity and stability of principal.

[ICON] PORTFOLIO SECURITIES

The Fund will invest exclusively in short-term U.S. Treasury obligations
including repurchase agreements collateralized by such Treasury obligations and
when-issued securities. The Fund also engages in securities lending. For a list
of all the securities in which the Fund may invest, please read "Investment
Practices."


[ICON] RISK CONSIDERATIONS
Before you invest, please read "More About the Funds" and "Investment Risks."

 SHAREHOLDER EXPENSES

<TABLE>
<CAPTION>
                                                                          SERVICE   FIDUCIARY
   SHAREHOLDER TRANSACTION EXPENSES (1)     CLASS A   CLASS B   CLASS C    CLASS      CLASS
<S>                                         <C>       <C>       <C>       <C>       <C>
Maximum Sales Charge Imposed on Purchases
  (as a percentage of offering price)         none      none      none      none       none
Maximum Contingent Deferred Sales Charge
  (as a percentage of original purchase
  price or redemption proceeds, as
  applicable)                                 none     5.00%     1.00%      none       none
Redemption Fees                               none      none      none      none       none
Exchange Fees                                 none      none      none      none       none
ANNUAL OPERATING EXPENSES (2)
  (as a percentage of average daily
  net assets)
Investment Advisory Fees (after fee
  waiver) (3)                                 .30%      .30%      .30%      .30%       .30%
12b-1 Fees (after fee waiver) (4)             .25%     1.00%     1.00%      .55%       none
Other Expenses                                .21%      .21%      .21%      .21%       .21%
Total Fund Operating Expenses
  (after fee waivers) (5)                     .76%     1.51%     1.51%     1.06%       .51%
</TABLE>

(1) If you buy or sell shares through a Shareholder Servicing Agent, you may be
    charged separate transaction fees by the Shareholder Servicing Agent. In
    addition, a $7.00 charge is deducted from redemption amounts paid by wire.
(2) Expense information has been restated to reflect current fees.
(3) Without a fee waiver, Investment Advisory Fees would be .35% for all classes
    of shares.
(4) Due to 12b-1 fees, long-term Class A, Class B and Class C shareholders may
    pay more than the equivalent of the maximum front-end sales charges
    permitted under the rules of the National Association of Securities Dealers.
    Without the voluntary waiver of fees, 12b-1 fees would be .75% for Service
    Class shares.
(5) Total Operating Expenses have been revised to reflect fee waivers. Without a
    voluntary reduction of Investment Advisory and 12b-1 fees, Total Operating
    Expenses would be .81% for Class A shares, 1.56% for Class B shares, 1.56%
    for Class C shares, 1.31% for Service Class shares and .56% for Fiduciary
    Class shares.

 EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) payment of the maximum sales charge; (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                                         $  8       $  24       $  42        $ 94
Class A (without fee waiver)                    $  8       $  26       $  45        $100
Class B                                         $ 65       $  78       $ 102        $160
Class B (without fee waiver)                    $ 66       $  79       $ 105        $180
Class C                                         $ 25       $  48       $  82        $186
Class C (without fee waiver)                    $ 26       $  49       $  85        $147
Fiduciary Class                                 $  5       $  16       $  29        $ 64
Fiduciary Class (without fee waiver)            $  6       $  18       $  31        $ 70
</TABLE>

Assuming no redemption at the end of each time period, 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                                         $  8       $  24       $  42        $ 94
Class A (without fee waiver)                    $  8       $  26       $  45        $100
Class B                                         $ 15       $  48       $  82        $160
Class B (without fee waiver)                    $ 16       $  49       $  85        $165
Class C                                         $ 15       $  48       $  82        $180
Class C (without fee waiver)                    $ 16       $  49       $  85        $186
Fiduciary Class                                 $  5       $  16       $  29        $ 64
Fiduciary Class (without fee waiver)            $  6       $  18       $  31        $ 70
</TABLE>

Because of the nature of the shares, shareholders are not expected to remain in
Service Class shares for more than a very limited period of time. However, a
shareholder investing in the Service Class shares on a continual basis for a
period of one month would pay $1, three months would pay $3, and one year would
pay $11. Without the voluntary fee reduction, that shareholder would pay $1
after one month, $3 after three months, and $13 after one year.

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

These examples are designed to assist you in understanding the various costs and
expenses that may be directly or indirectly paid by investors in the Fund. THESE
EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
10

THE ONE GROUP(R) U.S. TREASURY SECURITIES MONEY MARKET FUND    FINANCIAL
HIGHLIGHTS


The Financial Highlights are intended to help you understand the Fund's
financial performance for the past 10 years, or since inception if less than 10
years. The total returns in the table represent the rate a shareholder would
have earned on an investment in the Fund (assuming reinvestment of all dividends
and distributions). This information has been derived from financial statements
audited by Coopers & Lybrand L.L.P., whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.


<TABLE>
<CAPTION>
                                                                             YEARS ENDED JUNE 30,
                                            --------------------------------------------------------------------------------------
                FIDUCIARY                      1997           1996           1995           1994           1993           1992
<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          0.052          0.050          0.030          0.029          0.043
- ----------------------------------------------------------------------------------------------------------------------------------
Less: Distributions
  Net investment income                          (0.050)(a)      (0.052)       (0.050)        (0.030)        (0.029)        (0.043)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD              $     1.000    $     1.000    $     1.000    $     1.000    $     1.000    $     1.000
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return                                       5.07%          5.34%          5.07%          3.01%          2.89%          4.40%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)         $ 2,243,376    $ 1,844,590    $ 1,178,091    $   969,326    $   492,862    $   410,146
  Ratio of expenses to average net assets          0.46%          0.42%          0.41%          0.40%          0.45%          0.55%
  Ratio of net investment income to
    average net assets                             4.95%          5.17%          4.96%          3.02%          2.85%          4.25%
  Ratio of expenses to average net assets*         0.57%          0.56%          0.59%          0.58%          0.67%          0.77%
  Ratio of net investment income to
    average net assets*                            4.84%          5.03%          4.78%          2.84%          2.63%          4.04%

<CAPTION>

                                            ---------------------------
                FIDUCIARY                      1991            1990
<S>                                         <C>            <C>
NET ASSET VALUE, BEGINNING OF PERIOD        $     1.000    $     1.000
- -----------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                           0.062          0.078
- ------------------------------------------------------------------------------------------------------------------------------
Less: Distributions
  Net investment income                          (0.062)        (0.078)
- ----------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD              $     1.000    $     1.000
- ----------------------------------------------------------------------------------------------------------------------------------
Total Return                                       6.63%          8.10%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)         $   339,987    $   119,544
  Ratio of expenses to average net assets          0.60%          0.59%
  Ratio of net investment income to
    average net assets                             6.20%          7.82%
  Ratio of expenses to average net assets*         0.80%          0.79%
  Ratio of net investment income to
    average net assets*                            6.00%          7.62%
</TABLE>

* During the period certain fees were voluntarily reduced. If such voluntary fee
  reductions had not occurred, the ratios would have been as
  indicated.  (a) Includes $.000002 short term capital gain.

<TABLE>
<CAPTION>
                                                                            YEARS ENDED JUNE 30,
                                           ----------------------------------------------------------------------
                 CLASS A                      1997           1996           1995           1994           1993          1992(b)
<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                          0.047          0.050          0.047          0.027          0.026         0.012
- ---------------------------------------------------------------------------------------------------------------------------------
Less: Distributions
  Net investment income                         (0.047)(a)      (0.050)       (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
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                      4.81%          5.08%          4.81%          2.76%          2.63%         3.38%(c)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)        $   530,164    $   110,864    $    98,723    $    53,423    $    30,759    $        6
  Ratio of expenses to average net assets         0.72%          0.67%          0.66%          0.63%          0.65%         0.59%(c)
  Ratio of net investment income to
    average net assets                            4.71%          4.92%          4.71%          2.81%          2.52%         2.51%(c)
  Ratio of expenses to average net
    assets*                                       0.93%          0.91%          0.94%          0.87%          1.02%         0.71%(c)
  Ratio of net investment income to
    average net assets*                           4.50%          4.68%          4.43%          2.57%          2.15%         2.39%(c)
</TABLE>

* During the period certain fees were voluntarily reduced. If such voluntary fee
  reductions had not occurred, the ratios would have been as
  indicated.  (a) Includes $.000002 short term capital gain.  (b) Class A Shares
  commenced offering on February 18, 1992.  (c) Annualized.


<PAGE>
                                                                            11

THE ONE GROUP(R) U.S. TREASURY SECURITIES MONEY MARKET FUND

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                                                NOVEMBER 21,
                                                                                                                  1996 TO
                                                                                                                   JUNE 30,
                                                      CLASS B                                                      1997(a)
<S>                                                                                                             <C>
NET ASSET VALUE, BEGINNING OF PERIOD                                                                              $  1.000
- ----------------------------------------------------------------------------------------------------------------------------
Investment Activities
  Net investment income                                                                                              0.024
- ----------------------------------------------------------------------------------------------------------------------------
Less: Distributions
  Net investment income                                                                                             (0.024)(b)
- ----------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                                                                                    $  1.000
- ----------------------------------------------------------------------------------------------------------------------------
Total Return (excludes sales charge)                                                                                  2.44%(c)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)                                                                               $     49
  Ratio of expenses to average net assets                                                                             1.48%(d)
  Ratio of net investment income to average net assets                                                                3.97%(d)
  Ratio of expenses to average net assets*                                                                            1.59%(d)
  Ratio of net investment income to average net assets*                                                               3.86%(d)
</TABLE>

* 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) Includes $.000002
  short term capital gain.  (c) Not annualized.  (d) Annualized.


<PAGE>
12
                              MORE ABOUT THE FUNDS

PORTFOLIO QUALITY
- ----------------------------------------------------


Securities will be purchased by the Funds only if Banc One Investment Advisors
determine that they present minimal credit risk under guidelines adopted by the
Board of Trustees. In addition, unless a more specific rating is specified, all
investments of the Funds must be rated in one of the two highest rating
categories described in "Description of Ratings" in the Appendix. If an
investment is unrated, Banc One Investment Advisors must determine that it is of
comparable quality to a rated security. Banc One Investment Advisors will look
at a security's rating at the time of investment. For more information about
ratings, please see "Description of Ratings" in the Appendix.


ILLIQUID INVESTMENTS
- ----------------------------------------------------

Each Fund may invest up to 10% of its net assets in illiquid investments. A
security is illiquid if it cannot be sold at approximately the value assessed by
the Fund within seven (7) days. Banc One Investment Advisors will follow
guidelines adopted by The One Group Board of Trustees in determining whether an
investment is illiquid.

SPECIAL RISK
CONSIDERATIONS
- ----------------------------------------------------

NET ASSET VALUE: There is no assurance that the Funds will meet their investment
objectives or be able to maintain a net asset value of $1.00 per share on a
continuous basis.

NON-DIVERSIFIED FUNDS: The Ohio Municipal Money Market Fund is a
"non-diversified" fund. This means that the Fund may invest a significantly
greater portion of its assets in the securities of a single issuer than can a
"diversified" fund. In addition, the Fund's investments are concentrated
geographically. These concentrations increase the risk of loss to the Fund if
the issuer of a security fails to make interest or principal payments or if the
market value of a security declines. Investment in the Fund may entail more
risks than an investment in another type of money market fund.


THE OHIO ECONOMY: The Ohio Municipal Money Market Fund's investments are
concentrated in the State of Ohio. While Ohio's economy has become increasingly
diversified, it continues to rely to a significant degree on durable goods
manufacturing, such as automobiles, tires, steel and household appliances. These
industries tend to be cyclical. Agriculture also is an important part of the
Ohio economy, and the state has several programs that provide financial
assistance to farmers. Although obligations issued by the state and its
political subdivisions are payable from specific sources or taxes, future
economic difficulties and the impact on state and local government finances may
negatively affect the market value of the Ohio municipal securities held by the
Ohio Municipal Money Market Fund.



FIXED INCOME SECURITIES: Investments in fixed income securities (for example,
bonds) will increase or decrease in value based on changes in interest rates. If
rates increase, the value of a Fund's investments generally declines. On the
other hand, if rates fall, the value of the investments generally increases. The
value of your investment in a Fund will increase and decrease as the value of a
Fund's investments increase and decrease. While securities with longer duration
and maturities tend to produce higher yields, they also are subject to greater
fluctuations in value when interest rates change. Usually changes in the value
of fixed income securities will not affect cash income generated, but may affect
the value of your investment.


DERIVATIVES: Some of the Funds invest in securities that are considered to be
derivatives. These securities may be more volatile than other securities. These
include mortgage-backed securities, including collateralized mortgage
obligations and Real Estate Mortgage Investment Conduits (CMOs and REMICs) and
asset-backed securities. Derivatives may be riskier than traditional
investments.

<PAGE>
                                                                           13
                     HOW TO DO BUSINESS WITH THE ONE GROUP
PURCHASING
FUND SHARES
- ----------------------------------------------------

WHERE CAN I BUY SHARES?

You may purchase Fund shares from the following sources:

- - The One Group Services Company, and

- - Shareholder Servicing Agents. These include investment advisors, brokers,
  financial planners, banks, insurance companies, retirement or 401(k) plan
  sponsors, or other intermediaries. Shares purchased this way will be held for
  you by the Shareholder Servicing Agent.

WHEN CAN I BUY SHARES?

- - Purchases may be made on any business day. This includes any day that the
  Funds are open for business, other than weekends and the following holidays:
  New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday,
  Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day,
  Thanksgiving, and Christmas.

- - Purchase requests will be effective on the day received by The One Group
  Services Company and you will be eligible to receive dividends declared the
  same day, if such purchase orders are received by The One Group Services
  Company:

     (i) before 11:00 a.m., Eastern Standard Time ("EST"), for the Ohio
         Municipal Money Market Fund;

     (ii) before 12:00 noon, EST, for the Municipal Money Market Fund; and

     (ii) before 2:00 p.m., EST, for the Prime Money Market Fund and the U.S.
          Treasury Securities Money Market Fund.

   In addition, the Fund's custodian, State Street Bank and Trust Company, must
   receive "federal funds" before 4:00 p.m., EST on such day. If State Street
   Bank and Trust Company does not receive federal funds by the cut-off time,
   the purchase order will not be effective until the next business day on which
   federal funds are timely received by State Street Bank and Trust Company.

- - If your shares are held by a Shareholder Servicing Agent, it is the
  responsibility of the Shareholder Servicing Agent to send your purchase or
  redemption order to the Fund. Your Shareholder Servicing Agent may have an
  earlier cut-off time for purchase and redemption requests.

- - The One Group Services Company can reject a purchase order if it does not
  think that it is in the best interests of a Fund and/or its shareholders to
  accept the order.

- - Shares are electronically recorded. Therefore, certificates will not be
  issued.

WHAT KIND OF SHARES CAN I BUY?

The One Group offers the following classes of shares:

- - Class A, Class B and Class C shares are available to the general public.

- - Fiduciary Class shares are available to institutional investors and any
  organization authorized to act in a fiduciary, advisory, custodial or agency
  capacity. We will refer to these entities as "Intermediaries."

- - Service Class shares are available to Intermediaries purchasing shares on
  behalf of investors requiring additional administrative or accounting services
  such as sweep processing.

- - If you intend to hold your shares six or more years, Class B shares may be
  appropriate for you. If you intend to hold your shares for less than six
  years, you may want to consider Class A or Class C shares.


The One Group Fund Direct IRA. The One Group offers a retirement plan and, in
1998, will offer an education plan. These plans allow participants to defer
taxes while their retirement and education savings grow. The education IRA
requires a minimum investment of $500. Call The One Group Services Company at
1-800-480-4111 for an Adoption Agreement.


HOW MUCH DO SHARES COST?

- - Shares are sold at net asset value ("NAV").

- - NAV per share is calculated by dividing the total market value of a Fund's
  investment and other assets allocable to a class (minus class expenses) by the
  number of outstanding shares in that class. The Funds use their best efforts
  to maintain their NAV at $1.00, although there is no guarantee that they will
  be able to do so.

- - NAV is calculated each business day as of 11:00 a.m. and 4:00 p.m., EST, for
  the Ohio Municipal Money Market Fund, as of 12:00 noon and 4:00 p.m., EST, for
  the Municipal Money Market Fund, and as of 2:00 p.m. and 4:00 p.m., EST, for
  the Prime Money Market Fund and the U.S. Treasury Securities Money Market
  Fund.

HOW DO I OPEN AN ACCOUNT?

1. Read the prospectus carefully, and select the Fund or Funds most appropriate
   for you.

<PAGE>

14

2. Decide how much you want to invest. The minimum initial investment is $1,000
   ($100 for employees of BANC ONE CORPORATION and its affiliates).

   - Subsequent investments must be at least $100 ($25 for employees of BANC ONE
     CORPORATION and its affiliates).

   - The One Group Services Company may waive these minimums.

3.Complete the Account Application Form. Be sure to sign up for all of the
  Account privileges that you plan to take advantage of. Doing so now means that
  you will not have to complete additional paperwork later.

4.Send the completed application and a personal check (unless you choose to pay
  by wire or bank transfer) payable to "The One Group" to:

  State Street Bank and Trust Company
  c/o The One Group
  P.O. Box 8500
  Boston, MA 02266-8500

   Contributions to Fund Direct IRAs should be made payable to "State Street
   Bank and Trust Company for the Benefit of (your name)."

5.All checks should be in U.S. dollars. Third party checks will not be accepted.
  Redemptions from a Fund will not be permitted for ten (10) calendar days if
  purchases are made by check or under the Systematic Investment Plan (see
  below).

6.If you purchase shares through a Shareholder Servicing Agent, you may be
  required to complete additional forms or follow additional procedures. You
  should contact your Shareholder Servicing Agent regarding purchases, exchanges
  and redemptions.

7.If you have any questions, contact your Shareholder Servicing Agent or call
  The One Group Services Company at 1-800-480-4111.

CAN I PURCHASE SHARES OVER THE TELEPHONE?

Yes. Simply select this option on your Account Application Form and then:

- - Contact your Shareholder Servicing Agent or The One Group Services Company at
  1-800-480-4111 to relay your purchase instructions.

- - Send a personal check payable to "The One Group" to State Street Bank and
  Trust Company (see address above), authorize a bank transfer or initiate a
  wire transfer.

- - The One Group uses reasonable procedures to confirm that instructions given by
  telephone are genuine. These procedures include recording telephone
  instructions and asking for personal identification. If these procedures are
  followed, The One Group will not be responsible for any loss, liability, cost
  or expense of acting upon unauthorized or fraudulent instructions; you bear
  the risk of loss.


- - You may revoke your right to make purchases over the telephone by sending a
  letter to:


  State Street Bank and Trust Company
  c/o The One Group
  P.O. Box 8500
  Boston, MA 02266-8500

CAN I AUTOMATICALLY INVEST ON A
SYSTEMATIC BASIS?

Yes. After your Account is established, you may purchase additional Class A,
Class B and Class C shares by making automatic monthly investments from your
bank account. The minimum initial investment is still $1,000, but minimum
automatic additions are only $25. The One Group Services Company may waive these
minimums. To establish a Systematic Investment Plan:

- - Select the "Systematic Investment Plan" option on the Account Application
  Form.

- - Provide the necessary information about the bank account from which your
  investments will be made.

- - Shares purchased under a Systematic Investment Plan may not be redeemed for
  ten (10) calendar days.

- - The One Group currently does not charge for this service, but may impose a
  charge in the future. However, your bank may impose a charge for debiting your
  bank account.


- - You may revoke your right to make systematic investments by sending a letter
  to:


  State Street Bank and Trust Company
  c/o The One Group
  P.O. Box 8500
  Boston, MA 02266-8500

MAY I WRITE CHECKS ON MY ACCOUNT?

Class A and Class C shareholders may write checks for $250 or more.

- - Checks may be payable to any person and your account will continue to earn
  dividends until the check clears.

- - Checks are free, but your bank or the payee may charge you for stop payment
  orders, insufficient funds, or other valid reasons.

- - You can not use this option to close your account because of the difficulty of
  determining the exact value of your account.

- - You must wait ten (10) calendar days before you can write a check against
  shares purchased by a check.

TO SELECT THIS OPTION:

- - Select the "Check Writing" option on the Account Application Form.

<PAGE>

                                                                              15

- - Complete, sign and return a signature card and other forms sent to you by
  State Street Bank and Trust Company. You will receive a supply of checks that
  will be drawn on State Street Bank and Trust Company.

CONVERSION FEATURE.

Your Class B shares automatically convert to Class A shares after eight years
(measured from the end of the month in which they were purchased).

- - After conversion, your shares will be subject to the lower distribution and
  shareholder servicing fees charged on Class A shares.

- - You will not be assessed any sales charges or fees for conversion of shares,
  nor will you be subject to any tax.

- - If you have exchanged Class B shares of one Fund for Class B shares of
  another, the time you held the shares in each Fund will be added together.

SALES CHARGES
- ----------------------------------------------------


The One Group Services Company compensates Shareholder Servicing Agents who sell
shares of The One Group. Compensation comes from: sales charges, 12b-1 fees and
payments by The One Group Services Company from its own resources. The One Group
Services Company, at its own expense, also will provide promotional incentives
in the form of travel expenses, lodging and bonuses to licensed individuals who
sell shares of the Funds, as well as vacation trips (including lodging at luxury
resorts), tickets to entertainment events, and merchandise.


 CLASS B SHARES.

Class B shares are offered at NAV, without any up-front sales charges. However,
if you redeem these shares within six years of the purchase date, you will be
assessed a Contingent Deferred Sales Charge ("CDSC") according to the following
schedule:

<TABLE>
<CAPTION>
                          CDSC AS A % OF DOLLAR
YEARS SINCE PURCHASE     AMOUNT SUBJECT TO CHARGE
<S>                      <C>                      <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%
     more than 6                   0.00%
</TABLE>

The One Group Services Company pays a commission of 4.00% of the original
purchase price to Shareholder Servicing Agents who sell Class B shares.

 CLASS C SHARES

Class C shares are offered at NAV, without any up-front sales charge. However,
if you redeem your shares within one year of the purchase date, you will be
assessed a CDSC as follows:

<TABLE>
<CAPTION>
                          CDSC AS A % OF DOLLAR
YEARS SINCE PURCHASE     AMOUNT SUBJECT TO CHARGE
<S>                      <C>                      <C>
         0-1                       1.00%
  After first year                  none
</TABLE>

The One Group Services Company pays a commission of 1.00% of the original
purchase price to Shareholder Servicing Agents who sell Class C shares.

How the CDSC is Calculated

- - The Fund assumes that all purchases made in a given month were made on the
  first day of the month.

- - The CDSC is based on the net amount redeemed.

- - A sales charge is not assessed on shares acquired through reinvestment of
  dividends or capital gains distributions.

- - To keep your CDSC as low as possible, the Fund first will redeem any shares in
  your account that carry no CDSC, starting with Class A Shares. After that, the
  Fund will redeem the shares you have held for the longest time and thus have
  the lowest CDSC.

<PAGE>

16

12B-1 FEES.

12b-1 fees are paid by The One Group to The One Group Services Company as
compensation for its services and expenses. The One Group Services Company in
turn pays all or part of the 12b-1 fee to brokers and other Shareholder
Servicing Agents that sell shares of The One Group.

- - The 12b-1 fees vary by share class as follows:

   1. Class A shares pay a 12b-1 fee of .25% of the average daily net assets of
      the Fund.

   2. Class B and Class C shares pay a 12b-1 fee of 1.00% of the average daily
      net assets of the Fund. This will cause expenses for Class B and Class C
      shares to be higher and dividends to be lower than for Class A shares.

   3. Service Class shares pay a 12b-1 fee of .75% of the average daily net
      assets of the Fund, which is currently being waived to .55%.

   4. There are no 12b-1 fees for Fiduciary Class shares.

- - 12b-1 fees, together with the CDSC, help The One Group Services Company sell
  Class B and Class C shares without an "up-front" sales charge by defraying the
  costs of advancing brokerage commissions and other expenses paid to
  Shareholder Servicing Agents.

- - The One Group Services Company may use up to .25% of the fees for shareholder
  servicing and up to .75% for distribution. During the last fiscal year, The
  One Group Services Company received 12b-1 fees totaling .25% and 1.00% of the
  average daily net assets of Class A and Class B shares, respectively.

- - The One Group Services Company may pay 12b-1 fees to its affiliates and to
  Banc One Investment Advisors and its affiliates (or any sub-advisor) for
  brokerage and other agency transactions.

SALES CHARGE
REDUCTIONS
AND WAIVERS
- ----------------------------------------------------

WAIVER OF THE CLASS B SALES CHARGE

No sales charge is imposed on redemptions of Class B shares of the Funds:

   1. Provided that you withdraw no more than 10% of the account value annually.

   2. If you buy the shares in connection with certain retirement plans, such as
      401(k) and similar qualified plans.

   3. If you are a participant or beneficiary of certain retirement plans and
      you die or become disabled (as defined in the Tax Code), but only if the
      redemption is made within one year of such death or disability.

   4. That represent a minimum required distributions from an IRA Account or
      other qualifying retirement plan, but only if you are at least age 70 1/2.

   5. Bought in connection with plans of reorganizations of a Fund, such as
      mergers, asset acquisitions and exchange offers to which a Fund is a
      party.

   6. Acquired in exchange for Class B shares of other Funds of The One Group.

WAIVER OF THE CLASS C SALES CHARGE

No sales charge is imposed on redemptions of Class C shares of the Funds:

   1. Provided that you withdraw no more than 10% of the account value annually.

   2. If you buy the shares in connection with certain retirement plans, such as
      401(k) and similar qualified plans.

   3. If you are a participant or beneficiary of certain retirement plans and
      you die or become disabled (as defined in the Tax Code), but only if the
      redemption is made within one year of such death or disability.

   4. That represent a minimum required distributions from an IRA Account or
      other qualifying retirement plan, but only if you are at least age 70 1/2.

   5. Bought in connection with plans of reorganizations of a Fund, such as
      mergers, asset acquisitions and exchange offers to which a Fund is a
      party.

   6. Acquired in exchange for Class C shares of other Funds of The One Group.

To take advantage of any of these sales charge waivers, you must qualify for
such waiver in advance. To see if you qualify, contact The One Group Services
Company at 1-800-480-4111 or your Shareholder Servicing Agent.

EXCHANGING FUND SHARES
- ----------------------------------------------------

WHAT ARE MY EXCHANGE PRIVILEGES?

You may make the following exchanges:

- - Fiduciary Class shares of a Fund may be exchanged for Class A shares of that
  Fund or for Class A or Fiduciary Class shares of another Fund of The One
  Group.

- - Class A shares of a Fund may be exchanged for Fiduciary Class shares of that
  Fund or for Class A or Fiduciary Class shares of another

<PAGE>

                                                                              17

  Fund of The One Group, but only if you are eligible to purchase those shares.

- - Class B shares of a Fund may be exchanged for Class B shares of another Fund
  of The One Group.

- - Class C shares of a Fund may be exchanged for Class C shares of another Fund
  of The One Group.

- - Service Class shares do not have exchange privileges.

The One Group may change the terms and conditions of your exchange privileges
upon 60 days written notice.

The One Group does not charge a fee for this privilege.

WHEN ARE EXCHANGES PROCESSED?

Exchanges are processed the same business day they are received, provided:

- - State Street Bank and Trust Company receives the request by:

      (i) 11:00 a.m. EST, for the Ohio Municipal Money Market Fund,

      (ii) 12:00 noon EST, for the Municipal Money Market Fund, and

     (iii) 2:00 p.m. EST, for the Prime Money Market Fund and the U.S. Treasury
           Securities Money Market Fund.

- - You have provided The One Group with all of the information necessary to
  process the exchange.

- - You have received a current prospectus of the Fund or Funds into which you
  wish to invest.

- - You have contacted your Shareholder Servicing Agent, if necessary.

DO I PAY A SALES CHARGE ON AN EXCHANGE?

Generally, you will not pay a sales charge on an exchange. However:

- - You will pay a sales charge if you own Fiduciary Class shares of a Fund and
  you want to exchange those shares for Class A shares, unless you qualify for a
  sales charge waiver (see above).

- - You will pay a sales charge if you bought Class A shares of a Fund:

   1. That does not charge a sales charge and you want to exchange them for
      shares of a Fund that does, in which case you would pay the sales charge
      applicable to the Fund into which you are exchanging.

   2. That charged a lower sales charge than the Fund into which you are
      exchanging, in which case you would pay the difference between that Fund's
      sales charge and all other sales charges you have already paid.

- - If you exchange Class B or Class C shares of a Fund, you will not pay a sales
  charge at the time of the exchange, however:

   1. Your new Class B or Class C shares will be subject to the higher CDSC of
      either the Fund from which you exchanged, the Fund into which you
      exchanged, or any Fund from which you previously exchanged.

   2. The current holding period for your exchanged Class B or Class C shares is
      carried over to your new shares.

ARE EXCHANGES TAXABLE?

Generally:

- - An exchange between classes of shares of the same Fund is not taxable.

- - An exchange between Funds is considered a sale and generally results in a
  capital gain or loss for Federal income tax purposes.

- - You should talk to your tax advisor before making an exchange.

ARE THERE LIMITS ON EXCHANGES?

Yes. The exchange privilege is not intended as a way for you to speculate on
short-term movements in the market. Therefore:

- - To prevent disruptions in the management of the Funds, The One Group limits
  excessive exchange activity.

- - Exchange activity is excessive if it EXCEEDS TWO SUBSTANTIVE EXCHANGE
  REDEMPTIONS (WITHIN 30 DAYS OF EACH OTHER) WITHIN A TWELVE MONTH PERIOD.


- - In addition, The One Group reserves the right to reject any exchange request
  (even those that are not excessive) if the Fund reasonably believes that the
  exchange will result in excessive transaction costs or otherwise adversely
  affect other shareholders.


REDEEMING
FUND SHARES
- ----------------------------------------------------

WHEN CAN I REDEEM SHARES?

- - You may redeem all or some of your shares on any day that the Funds are open
  for business.

- - Redemption requests received by The One Group Services Company before 4:00
  p.m. EST, will be effective that day.

HOW DO I REDEEM SHARES?

- - Unless you have selected the telephone option on your Account Application
  Form, you must send a written redemption request to your Shareholder Servicing
  Agent, if applicable, or to State Street Bank and Trust Company at the
  following address:

<PAGE>

18

  State Street Bank and Trust Company
  c/o The One Group
  P.O. Box 8500
  Boston, MA 02266-8500

- - All requests for redemptions from IRA accounts must be in writing.

- - You may request redemption forms by calling The One Group Services Company at
  1-800-480-4111.

- - State Street Bank and Trust Company may require that the signature on your
  redemption request be guaranteed by a commercial bank, a member of a domestic
  stock exchange, or a member of the Securities Transfer Association Medallion
  Program or the Stock Exchange Medallion Program, unless:

   1. the redemption is for $50,000 worth of shares or less;

   2. the redemption is payable to the shareholder of record; and

   3. the redemption check is mailed to the shareholder at the record address.

- - On the Account Application Form you may elect to have the redemption proceeds
  mailed or wired to:


   1. a designated commercial bank; or


   2. State Street Bank and Trust Company or your Shareholder Servicing Agent.


- - State Street Bank and Trust Company may charge you a wire redemption fee. The
  current charge is $7.00.


- - Your redemption proceeds will ordinarily be paid within seven days after
  receipt of the redemption request. However, the Funds will attempt to honor
  requests for next day payment on redemptions, if the request is received
  before:

      (i)11:00 a.m. EST, for the Ohio Municipal Money Market Fund,

      (ii)12:00 noon EST, for the Municipal Money Market Fund, and

     (iii)2:00 p.m. EST, for the Prime Money Market Fund and the U.S. Treasury
          Securities Money Market Fund.

- - The Funds also will attempt to honor requests for payments in two business
  days, if the redemption request is received after the times listed above.

WHAT WILL MY SHARES BE WORTH?

- - The NAV of shares of the Funds are expected to remain constant at $1.00 per
  share, although there is no assurance that this will always be the case.

- - If you own Class A, Service Class or Fiduciary Class shares, you will receive
  the NAV calculated after your redemption request is received. Please read "How
  Much Do Shares Cost?"

- - If you own Class B or Class C shares, you will receive the NAV calculated
  after your redemption request is received, minus the amount of any applicable
  CDSC.

CAN I REDEEM BY TELEPHONE?

Yes, if you selected this option on your Account Application Form.

- - Call your Shareholder Servicing Agent or State Street Bank and Trust Company
  at 1-800-480-4111 to relay your redemption request.

- - Your redemption proceeds will be mailed or wired to the commercial bank
  account you designated on your Account Application Form.

- - State Street Bank and Trust Company may charge you a wire redemption fee. The
  current charge is $7.00.

- - The One Group uses reasonable procedures to confirm that instructions given by
  telephone are genuine. These procedures include recording telephone
  instructions and asking for personal identification. If these procedures are
  followed, The One Group will not be responsible for any loss, liability, cost
  or expense of acting upon unauthorized or fraudulent instructions; you bear
  the risk of loss.

- - REDEMPTIONS FROM YOUR IRA ACCOUNT MAY NOT BE MADE BY TELEPHONE.

CAN I REDEEM ON A SYSTEMATIC BASIS?

If you have an account value of at least $10,000 you may elect to receive
monthly, quarterly or annual payments of not less than $100 each.

- - Select the "Systematic Withdrawal Plan" option on the Account Application
  Form.

- - Specify the amount you wish to receive and the frequency of the payments.

- - You may designate a person other than yourself as the payee.

- - There is no charge for this service.

- - If you select this option, please keep in mind that:

   1. If you own Class B or Class C shares, you or your designated payee may
      receive systematic payments provided the payments are limited to no more
      than 10% of your account value annually, measured from the date the
      redemption request is received.

   2. If you are age 70 1/2, you may elect to receive payments to the extent
      that the payment represents a minimum required distribution from an IRA or
      other qualifying retirement plan. You also may elect to receive payments
      of less than $100 each.

   3. If the amount of the systematic payment exceeds the income earned by your
      account since the previous payment under the Systematic Withdrawal Plan,
      payments will be made by redeeming some of your shares. This will reduce
      the amount of your investment.

<PAGE>

                                                                              19

ADDITIONAL INFORMATION REGARDING REDEMPTIONS

- - All redemptions will be for cash. The redemption price of shares is expected
  to remain constant at $1.00 per share, although there is no assurance that
  this will always be the case.

- - If you redeem shares for which you paid by check, and The One Group has not
  yet received payment on the check, The One Group will delay forwarding your
  redemption proceeds for 10 or more days until payment has been collected from
  your bank.

- - Because of the high cost of handling small investments, The One Group will
  automatically redeem shares in accounts which, because of shareholder
  redemptions, have values of less than $1,000. No sales charges will be
  assessed and you will be given 60 days to make additional investments in the
  Fund to increase the value of your account to at least $1,000.

- - The One Group may suspend your ability to redeem, or will redeem your shares
  involuntarily, when it seems appropriate to do so in light of its
  responsibilities under the Federal securities laws. The Statement of
  Additional Information offers more details about this process.

<PAGE>
20
                            SHAREHOLDER INFORMATION


VOTING RIGHTS
- ----------------------------------------------------

The Funds do not hold annual shareholder meetings, but may hold special
meetings. The special meetings are held, for example, to elect or remove
Trustees, change a Fund's fundamental investment objective, or approve an
investment advisory contract.

As a Fund shareholder, you have one vote for each share that you own. Each Fund,
and each class of shares within each Fund, vote separately on matters relating
solely to that Fund or class, or which affect that Fund or class differently.
However, all shareholders will have equal voting rights on matters that affect
all shareholders equally.

BANC ONE CORPORATION (100 East Broad Street, Columbus, Ohio, 43271), through its
affiliates, may be deemed for purposes of The Investment Company Act of 1940, to
control the Prime Money Market Fund, the Ohio Municipal Money Market Fund and
the Municipal Money Market Fund. This is because as of August 5, 1997, BANC ONE
CORPORATION or its affiliates possessed the power to vote substantially all of
the Fiduciary Class shares of the Funds. On the same date, the following
shareholders owned 25% or more of Class A and Class B shares of the Funds. As a
consequence, they are considered to be controlling persons of those classes of
the Funds.

<TABLE>
<CAPTION>
                                                                                 PERCENTAGE OF      TYPE OF
            NAME AND ADDRESS                           FUND/CLASS                  OWNERSHIP       OWNERSHIP
  <S>                                      <C>                                   <C>               <C>
  BISYS Fund Services, Inc.                Municipal Money                           35.79%          Record
  FBO Bank One Corporate Sweep             Market Fund
  Attn: Linda Zerbe                        Class A
  First and Market Building Suite 300
  Pittsburgh, PA 15222
  BISYS Fund Services, Inc.                U.S. Treasury                             39.89%          Record
  FBO Bank One Corporate Sweep             Securities Money
  Attn: Linda Zerbe                        Market Fund
  First and Market Bldg., Suite 300        Class A
  Pittsburgh, PA 15222
  State Street Bank & Trust Co.            U.S. Treasury                             47.03%          Record
  Cust for the IRA of                      Securities
  Edward Hillman III                       Money Market Fund
  121 S. Walnut Street                     Class B
  Troy, OH 45373-3530
</TABLE>

DIVIDEND POLICIES
- ----------------------------------------------------

DIVIDENDS

The Funds generally declare dividends on each business day. Dividends are
distributed on the first business day of each month. Capital gains, if any, for
all Funds are distributed at least annually.


Dividends payable on Fiduciary Class shares will be more than those payable on
other classes of shares. This is because Class A, Class B, Class C and Service
Class shares have higher distribution expenses.


DIVIDEND REINVESTMENT

You automatically will receive all income dividends and capital gain
distributions in additional shares of the same Fund and class, unless you have
elected to take such payment in cash. The price of the shares is the NAV
determined immediately following the dividend record date. Reinvested dividends
and distributions receive the same tax treatment as dividends and distributions
paid in cash.

If you want to change the way in which you receive dividends and distributions,
you must write to State Street Bank & Trust Company at P.O. Box 8500, Boston, MA
02266-8500, at least 15 days prior to the distribution. The change is effective
upon receipt by State Street.

SPECIAL DIVIDEND RULES FOR CLASS B SHARES

Class B shares received as dividends and capital gains distributions will be
accounted for separately. Each time any Class B shares (other than those in the
sub-account) convert to Class A shares, a percentage of the Class B shares in
the sub-account will also convert to Class A shares. (See "Conversion Feature.")

<PAGE>

                                                                              21

TAX TREATMENT
OF THE FUNDS
- ----------------------------------------------------

TAX STATUS OF THE FUND

Each Fund intends to qualify as a "regulated investment company" for Federal
income tax purposes. If the Funds qualify, as they have in the past, they will
pay no federal income tax on the earnings they distribute to shareholders.

TAX TREATMENT
OF SHAREHOLDERS
- ----------------------------------------------------

TAXATION OF SHAREHOLDER TRANSACTIONS

A sale, exchange, or redemption of Fund shares will generally produce either a
taxable gain or a loss. You are responsible for any tax liabilities generated by
your transactions.

TAXATION OF DISTRIBUTIONS -- PRIME MONEY MARKET FUND AND U.S. TREASURY
SECURITIES MONEY MARKET FUND

Each Fund will distribute substantially all of its net investment income
(including, for this purpose, net short-term capital gain) to investors on at
least an annual basis. Dividends you receive from a Fund, whether reinvested or
received in cash, will be taxable to you. Dividends from a Fund's net investment
income will be taxable as ordinary income and dividends from a Fund's long-term
capital gains will be taxable to you as such, regardless of how long you have
held the shares.

Dividends paid in January, but declared in October, November or December of the
previous year, will be considered to have been paid the previous December.

TAXATION OF DIVIDENDS -- THE OHIO MUNICIPAL MONEY MARKET FUND AND THE MUNICIPAL
MONEY MARKET FUND

Each Fund will distribute substantially all of its net investment income
(including, for this purpose, net short-term capital gain) to investors on at
least an annual basis. These Funds may pay "exempt-interest dividends" if at
least 50% of the value of Fund assets at the end of each quarter of the Fund's
taxable year consists of obligations the interest on which is excludable from
gross income. Exempt-interest dividends are generally excludable from an
investor's gross income for regular Federal income tax purposes. However, the
receipt of exempt-interest dividends may cause recipients of Social Security or
Railroad Retirement benefits to be taxed on a portion of such benefits. In
addition, the receipt of exempt-interest dividends may result in liability for
Federal alternative minimum tax and for state and local taxes. Corporate
shareholders will be required to take the interest on municipal securities into
account in determining their alternative minimum taxable income.

OHIO TAXATION OF DIVIDENDS FROM THE OHIO MUNICIPAL MONEY MARKET FUND


Dividends received from the Ohio Municipal Money Market Fund that result from
interest on Ohio municipal securities are exempt from the Ohio personal income
tax. Some Ohio statutes provide that interest on and gain from the sale of Ohio
municipal securities is exempt from all taxation in Ohio. Dividends that are
attributable to interest on or gain from the sale of obligations issued under
such statutes should be exempt from Ohio personal income tax. Ohio
municipalities may not impose income taxes on dividends on any intangible
property (including such property of the Fund) unless the intangible income was
not exempt from municipal income taxation before April 2, 1986 and the tax was
approved in an election held on November 8, 1988. Corporate shareholders will be
required to include the interest on Ohio municipal securities in their
alternative minimum-taxable income. Information in this paragraph is based on
current statutes and regulations as well as current policies of the Ohio
Department of Taxation, all of which may change.


TAXATION OF RETIREMENT PLANS

Distributions by the Funds to qualified retirement plans will not be taxable.
However, if shares are held by a plan that ceases to qualify for tax-exempt
treatment or by an individual who has received shares as a distribution from a
retirement plan, the distributions will be taxable to the plan or individual as
described in "Taxation of Distributions." If you are considering purchasing
shares with qualified retirement plan assets, you should consult your tax
advisor for a more complete explanation of the Federal, state, local and (if
applicable) foreign tax consequences of making such an investment.

TAX INFORMATION

The Form 1099 that is mailed to you every January details your dividends and
their federal tax category. Even though the Funds provide you with this
information, you are responsible for verifying your tax liability with your tax
professional. For additional tax information see the Statement of Additional
Information. Please note that this tax discussion is general in nature; no
attempt has been made to present a complete explanation of the Federal, state,
local or foreign tax treatment of the Funds or their shareholders.

<PAGE>

22

SHAREHOLDER INQUIRIES
- ----------------------------------------------------

If you have any questions or need additional information, please write The One
Group Services Company at 3435 Stelzer Road, Columbus, OH 43219 or call
1-800-480-4111.

   REPORTING

   In September and March you will receive a financial report from The One
   Group. In addition, The One Group will periodically send you proxy
   statements and other reports.

<PAGE>

                    ORGANIZATION AND MANAGEMENT OF THE FUNDS
                                                                              23

THE FUNDS
Each Fund is a series of The One Group, an open-end management investment
company. The One Group currently consists of 40 separate Funds. Four of the
Funds are described in this prospectus; the other Funds are described in
separate prospectuses. Each Fund is supervised by the Board of Trustees.

THE BOARD OF TRUSTEES

The Trustees oversee the management and administration of the Funds. The
Trustees are responsible for making major decisions about each Fund's investment
objectives and policies, but delegate the day-to-day administration of the Funds
to the officers of The One Group.

THE ADVISOR

Banc One Investment Advisors makes the day-to-day investment decisions for the
Funds and continuously reviews, supervises and administers the Funds' investment
programs. Banc One Investment Advisors has served as investment advisor to The
One Group since 1993. Prior to that time, The One Group was advised by
affiliates of Banc One Investment Advisors. In addition to The One Group, Banc
One Investment Advisors serves as investment advisor to other mutual funds and
individual, corporate, charitable and retirement accounts. As of June 30, 1997,
Banc One Investment Advisors, an indirect, wholly-owned subsidiary of BANC ONE
CORPORATION, managed over $47 billion in assets.

For the fiscal year ended June 30, 1997, the Funds paid investment advisory fees
at the following rate:

<TABLE>
<CAPTION>
                               FUND                       ANNUAL RATE AS PERCENTAGE
                                                         OF AVERAGE DAILY NET ASSETS
<S>        <C>                                           <C>
           The One Group(R) Prime Money Market Fund                  .29%
           The One Group(R) Municipal Money Market
             Fund                                                    .25%
           The One Group(R) Ohio Municipal Money
             Market Fund                                             .25%
           The One Group(R) U.S. Treasury Securities
             Money Market Fund                                       .25%
</TABLE>

THE DISTRIBUTOR

The One Group Services Company, 3435 Stelzer Road, Columbus, Ohio 43219, a
wholly-owned subsidiary of The BISYS Group, Inc., markets the Funds and
distributes shares through selling brokers, financial institutions, investment
advisors, and other financial representatives.

THE ADMINISTRATOR AND SUB-ADMINISTRATOR

The One Group Services Company also serves as the Funds' administrator. The One
Group Services Company is responsible for responding to shareholder inquiries
and requests for information, as well as providing regulatory compliance and
reporting. For these services, The One Group Services Company receives a fee
based on the total assets of The One Group. For the first $1.5 billion in One
Group assets, The One Group Services Company receives an annual fee of .20% of
each Fund's average daily net assets. The annual rate declines to .18% on assets
up to $2 billion, and to .16% when assets exceed $2 billion. The fee is
calculated daily and paid monthly. Some Funds are not included in the
calculations. Banc One Investment Advisors, the Sub-Administrator, provides
office space, equipment, and facilities, as well as legal and regulatory
support.

THE TRANSFER AGENT, CUSTODIAN AND THE SUB-CUSTODIAN

State Street Bank and Trust Company, P.O. Box 8500, Boston, MA 02266-8500 or
your Shareholder Servicing Agent, if appropriate, handles shareholder
recordkeeping and statements, distributes dividends, and processes buy and sell
requests. As the Funds' custodian, State Street holds the Funds' assets, settles
all portfolio trades and assists in calculating the Funds' net asset values.
Bank One Trust Company, N.A. serves as sub-custodian in connection with the
Funds' securities lending activities under an agreement with State Street Bank
and Trust Company. Bank One Trust Company, N.A. is paid a fee for this service.

<PAGE>
24
           DETAILS ABOUT THE FUNDS' INVESTMENT PRACTICES AND POLICIES

INVESTMENT PRACTICES

The Funds invest in a variety of securities and employ a number of investment
techniques. Each security and technique involves certain risks. What follows is
a list of the securities and techniques utilized by the Funds, as well as the
risks inherent in their use. Fixed income securities are primarily influenced by
market, credit and prepayment risks, although certain securities may be subject
to additional risks. For a more complete discussion, see the Statement of
Additional Information. Following the table is a more complete discussion of
risk.

<TABLE>
<CAPTION>
                                 FUND                                FUND CODE
<S>           <C>                                                <C>
              The One Group(R) Prime Money Market Fund                1
              The One Group(R) Municipal Money Market Fund            2
              The One Group(R) Ohio Municipal Money Market
                Fund                                                  3
              The One Group(R) U.S. Treasury Securities
                Money Market Fund                                     4
</TABLE>

<TABLE>
<CAPTION>
INSTRUMENT                                                            FUND CODE            RISK TYPE
<S>                                                                   <C>             <C>

U.S. TREASURY OBLIGATIONS: Bills, notes, bonds, STRIPS, and              1-4                Market
CUBES. The U.S. Treasury Securities Money Market Fund does not
buy STRIPS and CUBES.


TREASURY RECEIPTS: TRS, TIGRS, and CATS.                                 1-3                Market

U.S. GOVERNMENT AGENCY SECURITIES: Securities issued by agencies         1-3                Market
and instrumentalities of the U.S. Government. These include                                 Credit
Ginnie Mae, Fannie Mae, and Freddie Mac.
CERTIFICATES OF DEPOSIT: Negotiable instruments with a stated            1-3                Market
maturity.                                                                                   Credit
                                                                                           Liquidity

TIME DEPOSITS: Non-negotiable receipts issued by a bank in               1-3               Liquidity
exchange for the deposit of funds.                                                          Credit
                                                                                            Market

REPURCHASE AGREEMENTS: The purchase of a security and the                1-4                Credit
simultaneous commitment to return the security to the seller at                             Market
an agreed upon price on an agreed upon date. This is treated as                            Liquidity
a loan.


REVERSE REPURCHASE AGREEMENT: The sale of a security and the             1-2                Market
simultaneous commitment to buy the security back at an agreed                              Leverage
upon price on an agreed upon date. This is treated as a
borrowing by a Fund.


SECURITIES LENDING: The lending of up to 33% of the securities           1-4                Credit
owned by a Fund. In return the Fund will receive cash and/or                                Market
other securities as collateral.                                                            Leverage

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS: Purchase or              1-4                Market
contract to purchase securities at a fixed price for delivery at                           Leverage
a future date.                                                                             Liquidity


INVESTMENT COMPANY SECURITIES: Shares of other mutual funds,             1-3                Market
including money market funds of The One Group and shares of
other investment companies for which Banc One Investment
Advisors serves as investment advisor or administrator. Banc One
Investment Advisors will waive certain fees when investing in
funds for which it serves as investment advisor.


BANKERS' ACCEPTANCES: Bills of exchange or time drafts drawn on          1-3                Credit
and accepted by a commercial bank. Maturities are generally six                            Liquidity
months or less.                                                                             Market

COMMERCIAL PAPER: Secured and unsecured short-term promissory            1-3                Credit
notes issued by corporations and other entities. Maturities                                Liquidity
generally vary from a few days to nine months.                                              Market

FOREIGN SECURITIES: Commercial paper of foreign issuers and               1                 Market
obligations of foreign banks, overseas branches of U.S. banks                              Political
and supranational entities.                                                                Liquidity
                                                                                      Foreign Investment
</TABLE>

<PAGE>
                                                                          25
<TABLE>
<CAPTION>
INSTRUMENT                                                            FUND CODE            RISK TYPE
<S>                                                                   <C>             <C>
RESTRICTED SECURITIES: Securities not registered under the               1-3               Liquidity
Securities Act of 1933, such as privately placed commercial                                 Market
paper and Rule 144A securities.


VARIABLE AND FLOATING RATE INSTRUMENTS: Obligations with                 1-3                Market
interest rates which are reset daily, weekly, quarterly or some                             Credit
other period and which may be payable to the Fund on demand.                               Liquidity


MORTGAGE-BACKED SECURITIES: Debt obligations secured by real             1-3              Pre-payment
estate loans and pools of loans. These include collateralized                               Market
mortgage obligations ("CMOs") and Real Estate Mortgage                                      Credit
Investment Conduits ("REMICs").                                                           Regulatory

DEMAND FEATURES: Securities that are subject to puts and standby         1-3                Market
commitments to purchase the securities at a fixed price (usually                           Liquidity
with accrued interest) within a fixed period of time following                            Management
demand by a Fund.

MUNICIPAL SECURITIES: Securities issued by a state or political          1-3                Market
subdivision to obtain funds for various public purposes.                                    Credit
Municipal securities include private activity bonds and                                    Political
industrial development bonds, as well as General Obligation                                   Tax
Notes, Tax Anticipation Notes, Bond Anticipation Notes, Revenue
Anticipation Notes, Project Notes, other short-term tax-exempt
obligations, municipal leases, and obligations of municipal
housing authorities and single family revenue bonds.

SHORT-TERM FUNDING AGREEMENTS: Agreements issued by banks and             1                 Market
highly rated insurance companies such as Guaranteed Investment                              Credit
Contracts ("GICs") and Bank Investment Contracts ("BICs").                                 Liquidity

PARTICIPATION INTERESTS: Interests in municipal securities,              1-3                Credit
including municipal leases, from financial institutions such as                               Tax
commercial and investment banks, savings and loan associations                              Market
and insurance companies. These interests may take the form of
participations, beneficial interests in a trust, partnership
interests or any other form of indirect ownership that allows
the Funds to treat the income from the investment as exempt from
Federal Income Tax.

ASSET-BACKED SECURITIES: Securities secured by company                   1, 2             Pre-payment
receivables, home equity loans, truck and auto loans, leases,                               Market
credit card receivables and other securities backed by other                                Credit
types of receivables or other assets.                                                     Regulatory
</TABLE>

<PAGE>

26

INVESTMENT RISKS
- ----------------------------------------------------

Below is a more complete discussion of the types of risks inherent in the
securities and investment techniques listed above. Because of these risks, the
value of the securities held by the Funds may fluctuate, as will the value of
your investment in the Funds. Certain investments are more susceptible to these
risks than others.

- - CREDIT RISK. The risk that the issuer of a security, or the counterparty to a
  contract, will default or otherwise become unable to honor a financial
  obligation. Credit risk is generally higher for non-investment grade
  securities. The price of a security can be adversely affected prior to actual
  default as its credit status deteriorates and the probability of default
  rises.


- - LEVERAGE RISK. The risk associated with securities or practices (such as
  borrowing) that multiply small index or market movements into large changes in
  value.


- - LIQUIDITY RISK. The risk that certain securities may be difficult or
  impossible to sell at the time and the price that normally prevails in the
  market. The seller may have to lower the price, sell other securities instead
  or forego an investment opportunity, any of which could have a negative effect
  on fund management or performance. This includes the risk of missing out on an
  investment opportunity because the assets necessary to take advantage of it
  are tied up in less advantageous investments.

- - MANAGEMENT RISK. The risk that a strategy used by a fund's management may fail
  to produce the intended result. This includes the risk that changes in the
  value of a hedging instrument will not match those of the asset being hedged.
  Incomplete matching can result in unanticipated risks.

- - MARKET RISK. The risk that the market value of a security may move up and
  down, sometimes rapidly and unpredictably. These fluctuations may cause a
  security to be worth less than the price originally paid for it, or less than
  it was worth at an earlier time. Market risk may affect a single issuer,
  industry, sector of the economy or the market as a whole. For fixed income
  securities, market risk is largely, but not exclusively, influenced by changes
  in interest rates. A rise in interest rates typically causes a fall in values,
  while a fall in rates typically causes a rise in values. Finally, key
  information about a security or market may be inaccurate or unavailable. This
  is particularly relevant to investments in foreign securities.

- - POLITICAL RISK. The risk of losses attributable to unfavorable governmental or
  political actions, seizure of foreign deposits, changes in tax or trade
  statutes, and governmental collapse and war.

- - FOREIGN INVESTMENT RISK. Risks associated with higher transaction costs,
  delayed settlements, currency controls, and adverse economic developments.
  This also includes the risk that fluctuations in the exchange rates between
  the U.S. dollar and foreign currencies may negatively affect an investment.
  Adverse changes in exchange rates may erode or reverse any gains produced by
  foreign currency denominated investments and may widen any losses. Exchange
  rate volatility also may affect the ability of an issuer to repay U.S. dollar
  denominated debt, thereby increasing credit risk.

- - PRE-PAYMENT RISK. The risk that the principal repayment of a security will
  occur at an unexpected time, especially that the repayment of a mortgage or
  asset-backed security occurs either significantly sooner or later than
  expected. Changes in pre-payment rates can result in greater price and yield
  volatility. Pre-payments generally accelerate when interest rates decline.
  When mortgage and other obligations are pre-paid, a Fund may have to reinvest
  in securities with a lower yield. Further, with early repayment, a Fund may
  fail to recoup any premium paid, resulting in an unexpected capital loss.

- - TAX RISK. The risk that the issuer of the securities will fail to comply with
  certain requirements of the Internal Revenue Code, which would cause adverse
  tax consequences.

- - REGULATORY RISK. The risk associated with Federal and state laws which may
  restrict the remedies that a mortgage lender has when a borrower defaults on
  mortgage loans. These laws include restrictions on foreclosures, redemption
  rights after foreclosure, Federal and state bankruptcy and debtor relief laws,
  restrictions on "due on sale" clauses, and state usury laws.

<PAGE>

                                                                              27

INVESTMENT POLICIES
- ----------------------------------------------------

Each Fund's investment objective and the following investment policies
summarized below are fundamental. This means that they cannot be changed without
the consent of a majority of the outstanding shares of the Funds. In addition to
the fundamental policies mentioned earlier, the following fundamental policies
apply to each Fund as specified. The full text of the fundamental policies can
be found in the Statement of Additional Information.

FUNDAMENTAL POLICIES OF EACH FUND

Each Fund:

1. Will use its best efforts to maintain a constant net asset value of $1.00 per
   share, although there is no guarantee that the Funds will be able to do so.

2. Will not make loans, except that a 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.

FUNDAMENTAL POLICIES OF SPECIFIC FUNDS

The Prime Money Market Fund:

1. Will not concentrate its investments in the securities of one or more issuers
   conducting their principal business in a particular industry or group of
   industries. This does not include obligations issued or guaranteed by the
   U.S. government or its agencies and instrumentalities, domestic bank
   certificates of deposit or bankers' acceptances, and repurchase agreements
   involving such securities, municipal securities or governmental guarantees of
   municipal securities. In addition, private activity bonds backed only by the
   revenues and assets of a non-governmental user will not be deemed to be
   municipal securities.

The Prime Money Market Fund, the Municipal Money Market Fund and the U.S.
Treasury Securities Money Market Fund:


1. Will not purchase an issuer's securities if as a result more than 5% of a
   Fund's total assets would be invested in the securities of that issuer or the
   Fund would own more than 10% of the outstanding voting securities of that
   issuer. This does not include securities issued or guaranteed by the United
   States, its agencies or instrumentalities, and repurchase agreements
   involving these securities. This restriction applies with respect to 75% of a
   Fund's total assets. The Funds may invest the remaining 25% of their total
   assets without restriction.


The U.S. Treasury Securities Money Market Fund:

1. Will invest only in U.S. Treasury obligations and repurchase agreements
   collateralized by such obligations.

The Ohio Municipal Money Market Fund:


1. Will not purchase an issuer's securities if as a result more than 25% of its
   total assets would be invested in the securities of that issuer or the Fund
   would own more than 10% of the outstanding voting securities of that issuer.
   This does not include securities issued or guaranteed by the United States,
   its agencies or instrumentalities, securities of registered investment
   companies, and repurchase agreements involving these securities. This
   restriction applies with respect to 50% of the Fund's total assets. With
   respect to the remaining 50% of its total assets, the Fund will not purchase
   an issuer's securities if as a result more then 5% of its total assets would
   be invested in the securities of that issuer.


2. Will not concentrate its investments in the securities of one or more issuers
   conducting their principal business in a particular industry or group of
   industries. This does not include municipal securities or governmental
   guarantees of municipal securities. In addition, private activity bonds
   backed only by the assets and revenues of a non-governmental user will not be
   deemed to be Ohio municipal securities.

The Municipal Money Market Fund:

1. Will not concentrate its investments in the securities of one or more issuers
   conducting their principal business in a particular industry or group of
   industries. This does not include municipal securities or governmental
   guarantees of municipal securities. In addition, private activity bonds
   backed only by the revenues and assets of a non-governmental user will not be
   deemed to be municipal securities.

Additional investment policies can be found in the Statement of Additional
Information.

<PAGE>

28

TEMPORARY DEFENSIVE POSITION

Sometimes the Ohio Municipal Money Market Fund and the Municipal Money Market
Fund may temporarily invest up to 100% of their total assets in securities that
are not municipal securities, such as taxable money market instruments
(including repurchase agreements) and may hold uninvested cash pending
investment. While the Funds are engaged in a temporary defensive position, they
will not be pursuing their investment objectives. Therefore, the Funds will
pursue a temporary defensive position only when market conditions warrant.

<PAGE>
                                                                            29
                                    APPENDIX
DESCRIPTION OF RATINGS

The following is a summary of published ratings by major credit rating agencies.
Credit ratings evaluate only the safety of principal and interest payments, not
the market value risk of lower quality securities. Credit rating agencies may
fail to change credit ratings to reflect subsequent events on a timely basis.
Although Banc One Investment Advisors considers security ratings when making
investment decisions, it also performs its own investment analysis and does not
rely solely on the ratings assigned by credit agencies.

Unrated securities will be treated as non-investment grade securities unless
Banc One Investment Advisors 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 COMMERCIAL PAPER RATINGS

DUFF & PHELPS CREDIT RATING CO. ("DUFF")

    D-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
         obligations.

     D-1 Very high certainty of timely payment. Liquidity factors are excellent
         and supported by good fundamental protection factors. Risk factors are
         minor.

    D-1- High certainty of timely payment. Liquidity factors are strong and
         supported by good fundamental protection factors. Risk factors are very
         small.

STANDARD & POOR'S CORPORATION ("S&P")

    A-1 Highest category of commercial paper. Capacity to meet financial
        commitment is strong. Obligations designated with a plus sign (+)
        indicate that capacity to meet financial commitment is extremely strong.

     A-2 Issues somewhat more susceptible to adverse effects of changes in
         circumstances and economic conditions than obligations in higher rating
         categories. However, the capacity to meet financial commitments is
         satisfactory.

FITCH'S INVESTORS SERVICE, L.P. ("FITCH")

    F-1+ Exceptionally strong credit quality. Strongest degree of assurance for
         timely payment.

     F-1 Very strong credit quality. Assurance of timely payment is only
         slightly less in degree than issues rated F-1+.

     F-2 Good credit quality. Satisfactory degree of assurance for timely
         payment, but the margin of safety is not as good as for issues assigned
         F-1+ and F-1 ratings.

IBCA LIMITED ("IBCA")

      A1 Highest capacity for timely repayment. Those issues rated A1+ possess a
         particularly strong credit feature.

      A2 Satisfactory capacity for timely repayment although such capacity may
         be susceptible to adverse changes in business, economic or financial
         conditions.

MOODY'S INVESTORS SERVICE ("MOODY'S")

 PRIME-1 Superior ability for repayment.

 PRIME-2 Strong ability for repayment.

DESCRIPTION OF BANK RATINGS

MOODY'S

These ratings represent Moody's opinion of a bank's intrinsic safety and
soundness.

       A These banks possess exceptional intrinsic financial strength. Typically
         they will be major financial institutions with highly valuable and
         defensible business franchises, strong financial fundamentals, and a
         very attractive and stable operating environment.

       B These banks possess strong intrinsic financial strength. Typically,
         they will be important institutions with valuable and defensible
         business franchises, good financial fundamentals, and an attractive and
         stable operating environment.

       C These banks possess good intrinsic financial strength. Typically, they
         will be institutions with valuable and defensible business franchises.
         These banks will demonstrate either acceptable financial fundamentals
         within a stable operating environment, or better than average financial
         fundamentals within an unstable operating environment.

<PAGE>

30

S&P
S&P's credit rating is a current opinion of an obligor's overall financial
capacity (its creditworthiness) to pay its financial obligation.

    AAA The highest rating assigned by S&P. The obligor's capacity to meet its
        financial commitment on the obligation is extremely strong.

     AA The obligor's capacity to meet its financial commitments on the
        obligation is very strong.

       A The obligation is somewhat more susceptible to the adverse effects of
         changes in circumstances and economic conditions than obligations in
         higher rated categories. However, the obligor's capacity to meet its
         financial commitment on the obligation is still strong.

DESCRIPTION OF INSURANCE RATINGS

MOODY'S

These ratings represent Moody's opinions of the ability of insurance companies
to pay punctually senior policyholder claims and obligations.

    Aaa Insurance companies rated in this category offer exceptional financial
        security. While the financial strength of these companies is likely to
        change, such changes as can be visualized are most unlikely to impair
        their fundamentally strong position.

      Aa These insurance companies offer excellent financial security. Together
         with the Aaa group, they constitute what are generally known as high
         grade companies. They are rated lower than Aaa companies because
         long-term risks appear somewhat larger.

       A Insurance companies rated in this category offer good financial
         security. However, elements may be present which suggest a
         susceptibility to impairment sometime in the future.

S&P

S&P's credit rating is a current opinion of the creditworthiness of an obligor
with respect to a specific financial obligation, a specific class of financial
obligations, or a specific financial program.

    AAA This is the highest rating assigned by S&P. The obligor's capacity to
        meet its financial commitment on the obligation is extremely strong.

     AA The obligor's capacity to meet its financial commitments on the
        obligation is very strong.

       A An obligation rated A is somewhat more susceptible to the adverse
         effects of changes in circumstances and economic conditions than
         obligations in higher rated categories. However, the obligor's capacity
         to meet its financial commitment on the obligation is still strong.

DESCRIPTION OF CORPORATE/MUNICIPAL BOND RATINGS

S&P

Investment Grade

    AAA The highest rating. The rating indicates an extremely strong capacity to
        meet its financial commitment.

     AA Differs from AAA issues only in a small degree. The obligor's capacity
        to meet its financial commitment is very strong.

       A These bonds are somewhat more susceptible to the adverse effects of
         changes in circumstances and economic conditions than debt in higher
         rated categories. However, capacity to meet its financial commitment on
         the obligations is still strong.

    BBB Exhibits adequate protection parameters. However, adverse economic
        conditions or changing circumstances are more likely to lead to a
        weakened capacity to meet its financial commitment on the obligations.

Speculative Grade

     BB Less vulnerable to non-payment than other speculative issues. However,
        these bonds face major ongoing uncertainties or exposure to adverse
        business, financial or economic conditions which could lead to
        inadequate capacity to meet financial commitment on the obligation.

       B More vulnerable to non-payment than obligations rated BB, but currently
         has the capacity to meet its financial commitment on the obligation.
         Adverse business, financial or economic conditions will likely impair
         capacity or willingness to meet its financial commitment on the
         obligation.

    CCC Currently vulnerable to non-payment, and is dependent upon favorable
        business, financial, and economic conditions to meet its financial
        commitment on the obligation. In the event of adverse

<PAGE>

                                                                              31


         business, financial, or economic conditions will likely impair the
         capacity to meet its financial commitment on the obligation.


      CC Currently highly vulnerable to non-payment.

       C This rating may be used to cover a situation where a bankruptcy
         petition has been filed, or similar action has been taken, but payments
         on this obligation are being continued.

       D Bonds in payment default.

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

MOODY'S

Investment Grade

    Aaa 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 an exceptionally stable, margin and principal is secure.

      Aa High quality by all standards. Margins of protection may not be as
         large as in Aaa securities or fluctuation of protective elements may be
         greater, or there may be other elements present that make the long-term
         risks appear somewhat larger than in Aaa securities.

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

    Baa These bonds are considered 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.

Non-Investment Grade

      Ba These bonds have speculative elements; their future cannot be
         considered as well assured. The protection of interest and principal
         payments may be very moderate and thereby not well safeguarded during
         good and bad times over the future.

       B These bonds 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 any long period of time may be
         small).

     Caa Bonds in this category have poor standing and may be in default. These
         bonds carry an element of danger with respect to principal and interest
         payments.

      Ca Speculative to a high degree and could be in default or have other
         marked shortcomings. Ca is the lowest rating.

DESCRIPTION OF MUNICIPAL NOTE RATINGS

MOODY'S
MIG1 &    Short-term municipal securities rated MIG1 or VMIG1 are of the best
 VMIG1    quality. They have strong protection from established cash flows,
          superior liquidity support or demonstrated broad-based access to the
          market for refinancing.

MIG2 &    These Short-term municipal securities are of high quality. Margins of
 VMIG2    protection are ample although not so large as in the preceding group.

MIG3 &    Favorable quality. All security elements are accounted for, but the
 VMIG3    undeniable strength of the preceding grades is lacking. Liquidity and
          cash flow protection may be narrow and marketing access for
          refinancing is likely to be less well established.

S&P

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.

    SP-1 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.

    SP-3 Speculative capacity to pay principal and interest.

<PAGE>

32

DESCRIPTION OF PREFERRED STOCK RATINGS

MOODY'S

     aaa Top-quality preferred stock. This rating indicates good asset
         protection and the least risk of dividend impairment within the
         universe of preferred stocks.

      aa High-grade preferred stock. This rating indicates that there is a
         reasonable assurance the earnings and asset protection will remain
         relatively well maintained in the foreseeable future.

       a Upper-medium grade preferred stock. While risks are judged to be
         somewhat greater than in the "aaa" and "aa" classification, earnings
         and asset protection are, nevertheless, expected to be maintained at
         adequate levels.

     baa Medium-grade preferred stock, neither highly protected nor poorly
         secured. Earnings and asset protection appear adequate at present but
         may be questionable over any great length of time.

S&P

S&P's preferred stock rating is an assessment of the capacity and willingness of
an issuer to pay preferred stock dividends and any applicable sinking fund
obligations.

    AAA Highest rating. This rating indicates an extremely strong capacity to
        pay the preferred stock obligations.

     AA High-quality, fixed-income security. The capacity to pay preferred stock
        obligations is very strong, although not as overwhelming as for issues
        rated "AAA."

       A Backed by a sound capacity to pay the preferred stock obligations,
         although it is somewhat more susceptible to the adverse effects of
         changes in circumstances and economic conditions.

    BBB Backed by an adequate capacity to pay the preferred stock obligations.
        Whereas the issuer normally exhibits adequate protection parameters,
        adverse economic conditions or changing circumstances are more likely to
        lead to a weakened capacity to make payments for a preferred stock in
        this category than for issues in the "A" category.

SHORT-TERM DEBT RATINGS

Thompson Bank Watch, Inc. ("TBW") assigns ratings to specific debt instruments
with original maturities of one year or less. The TBW Short-Term ratings
specifically assess the likelihood of an untimely payment of principal and
interest.

  TBW-1 Very high degree of likelihood that principal and interest will be paid
        on a timely basis.

  TBW-2 While degree of safety regarding timely repayment of principal and
        interest is strong, the relative degree is not as high as for issues
        rated TBW-1.

  TBW-3 Lowest investment grade category. While more susceptible to adverse
        developments than obligations with higher ratings, capacity to service
        principal and interest in a timely fashion is considered adequate.

  TBW-4 Non-investment grade and, therefore, speculative.

<PAGE>
Investment Advisor and Sub-Administrator
Banc One Investment Advisors Corporation
1111 Polaris Parkway
P.O. Box 710211
Columbus, OH 43271-0211

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

Administrator
The One Group 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





THE STATEMENT OF ADDITIONAL INFORMATION CONTAINS MORE DETAILED INFORMATION
ABOUT THE FUNDS. THE CURRENT STATEMENT OF ADDITIONAL INFORMATION HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND IS AVAILABLE WITHOUT
CHARGE BY CALLING 1-800-480-4111 OR BY WRITING TO THE ONE GROUP SERVICES
COMPANY AT 3435 STELZER ROAD, COLUMBUS, OHIO 43219. THE STATEMENT OF ADDITIONAL
INFORMATION IS INCORPORATED INTO THIS PROSPECTUS BY REFERENCE. THE SEC
MAINTAINS A WEB SITE (WWW.SEC.COM) THAT CONTAINS THE STATEMENT OF ADDITIONAL
INFORMATION, MATERIALS INCORPORATED BY REFERENCE AND OTHER INFORMATION
REGARDING THE ONE GROUP(R).


TOG-F-123
<PAGE>
                    THE ONE GROUP(R) FAMILY OF MUTUAL FUNDS

                        INSTITUTIONAL MONEY MARKET FUNDS

                              COMBINED PROSPECTUS

                                NOVEMBER 1, 1997


                  THE ONE GROUP(R) GOVERNMENT MONEY MARKET FUND

                THE ONE GROUP(R) TREASURY ONLY MONEY MARKET FUND


          This prospectus describes two money market mutual funds. The
         Funds are offered only to certain institutional and accredited
           investors. The information in this prospectus is important.
             Please read it carefully before you invest, and save it
                             for future reference.

         PLEASE REMEMBER THAT SHARES OF THE FUNDS: O ARE NOT DEPOSITS OR
 OBLIGATIONS OF, OR GUARANTEED BY BANC ONE CORPORATION OR ITS AFFILIATES; o ARE
    NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
                 BY ANY FEDERAL OR STATE GOVERNMENTAL AGENCY; o
                 INVOLVE INVESTMENT RISK, INCLUDING THE POSSIBLE
                     LOSS OF THE PRINCIPAL AMOUNT INVESTED.

              THERE IS NO ASSURANCE THAT THE FUNDS WILL MEET THEIR
               INVESTMENT OBJECTIVES OR BE ABLE TO MAINTAIN A NET
              ASSET VALUE OF $1.00 PER SHARE ON A CONTINUOUS BASIS.

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



<PAGE>
                               TABLE OF CONTENTS

<TABLE>
                   <S>                                                      <C>
                   A BRIEF PREVIEW OF THE FUNDS............................    1
                   ABOUT THE FUNDS.........................................    2
                      The One Group(R) Government Money Market Fund........    2
                      The One Group(R)Treasury Only Money Market Fund......    4
                   MORE ABOUT THE FUNDS....................................    6
                   HOW TO DO BUSINESS WITH THE ONE GROUP...................    7
                      Purchasing Fund Shares...............................    7
                      Exchanging Fund Shares...............................    8
                      Redeeming Fund Shares................................    8
                   SHAREHOLDER INFORMATION.................................   10
                      Voting Rights........................................   10
                      Dividend Policies....................................   10
                      Tax Treatment of the Funds...........................   10
                      Tax Treatment of Shareholders........................   10
                      Shareholder Inquiries................................   10
                   ORGANIZATION & MANAGEMENT OF THE FUNDS..................   11
                      The Funds............................................   11
                      The Board of Trustees................................   11
                      The Advisor..........................................   11
                      The Distributor......................................   11
                      The Administrator and Sub-Administrator..............   11
                      The Transfer Agent, Custodian and Sub-Custodian......   11
                   DETAILS ABOUT THE FUNDS' INVESTMENT PRACTICES AND
                     POLICIES..............................................   12
                      Investment Practices.................................   12
                      Investment Risks.....................................   13
                      Investment Policies..................................   13
                   APPENDIX: DESCRIPTION OF RATINGS........................   15
</TABLE>


<PAGE>

                                                                               1

                          A BRIEF PREVIEW OF THE FUNDS

             WHAT ARE THE GOALS OF THE ONE GROUP INSTITUTIONAL MONEY MARKET
             FUNDS?
             The Funds are designed to produce high current income with
             liquidity and stability of principal. Each of the Funds will
             use their best efforts to maintain a constant net asset value
             of $1.00 per share, although there is no guarantee that the
             Funds will be able to do so. Please read about each Fund
             before investing.

             WHAT ARE THE FUNDS' INVESTMENT STRATEGIES?
             The Funds 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 Funds intend to
             comply with Rule 2a-7 under The Investment Company Act of
             1940.

             WHO CAN BUY SHARES?
             The Funds are offered only to institutional and other
             accredited investors. For more details, please see the section
             of this prospectus entitled "Purchasing Fund Shares."

             HOW DO I PURCHASE AND REDEEM SHARES?
             You may buy and redeem shares of the Funds on any day that the
             Funds are open for business. Purchase and redemption
             procedures are explained in greater detail in "How To Do
             Business With The One Group." For additional information, call
             The One Group Services Company at 1-800-480-4111.

             HOW ARE DIVIDENDS PAID?
             Generally, dividends are declared on each business day and are
             distributed periodically. Any capital gains are distributed at
             least annually. Distributions are paid in additional shares of
             the same class unless you elect to take the payment in cash.
             For a more detailed discussion of dividends, see "Dividend
             Policies."

             WHO MANAGES THE FUNDS?
             Banc One Investment Advisors Corporation ("Banc One Investment
             Advisors"), an indirect subsidiary of BANC ONE CORPORATION,
             serves as the advisor of the Funds. Banc One Investment
             Advisors is paid a fee for its services. A more detailed
             discussion regarding Banc One Investment Advisors, its
             services and compensation can be found in the Prospectus under
             the headings "The Advisor" and "Expense Summary."

<PAGE>
2

THE ONE GROUP(R)
GOVERNMENT MONEY MARKET FUND
[ICON] INVESTMENT OBJECTIVE
The Fund seeks high current income with liquidity and stability of principal.

[ICON] PORTFOLIO SECURITIES

The Fund invests exclusively in securities that are issued or guaranteed by the
U.S. government or by select U.S. government agencies and instrumentalities,
some of which are subject to repurchase agreements, as well as variable and
floating rate instruments, mortgage-backed securities, and puts. The Fund may
invest in other money market funds if those funds have similar investment
policies and objectives and invest only in securities with short-term ratings
that are equal to or higher than those in which the Fund invests. The Fund also
engages in securities lending. For a list of all the securities in which the
Fund may invest, please read "Investment Practices."


 SHAREHOLDER EXPENSES

<TABLE>
<CAPTION>
                   SHAREHOLDER TRANSACTION EXPENSES (1)
<S>                                                                          <C>
Maximum Sales Charge Imposed on Purchases (as a percentage of offering
  price)                                                                      none

ANNUAL OPERATING EXPENSES (2)
  (as a percentage of average daily net assets)
Investment Advisory Fees                                                      .08%
Other Expenses                                                                .10%
Total Fund Operating Expenses                                                 .18%
</TABLE>

(1) If you buy or sell shares through a Shareholder Servicing Agent, you may be
    charged separate transaction fees by the Shareholder Servicing Agent. In
    addition, a $7.00 charge is deducted from redemption amounts paid by wire.
(2) Expense information has been restated to reflect current fees.

 EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) 5% annual return; and (2) redemption at the end of each time
period.

<TABLE>
<CAPTION>
1 YEAR     3 YEARS     5 YEARS     10 YEARS
<S>        <C>         <C>         <C>
 $  2        $ 6         $10         $ 23
</TABLE>

These examples are designed to assist you in understanding the various costs and
expenses that may be directly or indirectly paid by investors in the Fund. THESE
EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
                                                                            3

THE ONE GROUP(R) GOVERNMENT MONEY MARKET FUND    FINANCIAL HIGHLIGHTS


The Financial Highlights are intended to help you understand the Fund's
financial performance for the past 10 years, or since inception
if less than 10 years. The total returns in the table represent the rate a
shareholder would have earned on an investment in the Fund
(assuming reinvestment of all dividends and distributions). This information has
been derived from financial statements audited by Coopers & Lybrand L.L.P.,
whose report, along with the Fund's financial statements, is included in the
Statement of Additional Information, which is available upon request.


<TABLE>
<CAPTION>
                                                                                                                       JUNE 14,
                                                                                                                        1993 TO
                                                               YEARS ENDED JUNE 30,                                    JUNE 30,
                                         ------------------------------------------------------------------
                                         1997                1996                1995                1994               1993(a)
<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                     0.053              0.055               0.053               0.033               0.001
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                    (0.053)            (0.055)             (0.053)             (0.033)             (0.001)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD        $     1.000        $     1.000         $     1.000         $     1.000         $     1.000
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                 5.43%              5.61%               5.41%               3.40%               3.28%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)   $ 1,083,438        $   855,613         $   720,699         $   692,253         $   244,991
  Ratio of expenses to average net
    assets                                   0.14%              0.18%               0.21%               0.11%               0.07%(b)
  Ratio of net investment income to
    average net assets                       5.31%              5.46%               5.28%               3.41%               3.13%(b)
  Ratio of expenses to average net
    assets*                                  0.14%              0.18%               0.22%               0.20%               0.33%(b)
  Ratio of net investment income to
    average net assets*                      5.31%              5.46%               5.27%               3.32%               2.87%(b)
</TABLE>

* 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.

                                                                               3

<PAGE>
4

THE ONE GROUP(R)
TREASURY ONLY MONEY MARKET FUND
[ICON] INVESTMENT OBJECTIVE
The Fund seeks high current income with liquidity and stability of principal
with the added assurance of a Fund that does not purchase securities that are
subject to repurchase agreements.

[ICON] PORTFOLIO SECURITIES
The Fund invests exclusively in U.S. Treasury bills, notes, bonds and other U.S.
obligations issued or guaranteed by the U.S. Treasury. The Fund also engages in
securities lending. For a list of all the securities in which the Fund may
invest, please read "Investment Practices."

 SHAREHOLDER EXPENSES

<TABLE>
<CAPTION>
                   SHAREHOLDER TRANSACTION EXPENSES (1)
<S>                                                                          <C>
Maximum Sales Charge Imposed on Purchases (as a percentage of offering
  price)                                                                      none

ANNUAL OPERATING EXPENSES (2)
  (as a percentage of average daily net assets)
Investment Advisory Fees                                                      .08%
Other Expenses                                                                .10%
Total Fund Operating Expenses                                                 .18%
</TABLE>

(1) If you buy or sell shares through a Shareholder Servicing Agent, you may be
    charged separate transaction fees by the Shareholder Servicing Agent. In
    addition, a $7.00 charge is deducted from redemption amounts paid by wire.
(2) Expense information has been restated to reflect current fees.

 EXAMPLE
An investor would pay the following expenses on a $1,000 investment in the Fund,
assuming: (1) 5% annual return; and (2) redemption at the end of each time
period.

<TABLE>
<CAPTION>
1 YEAR     3 YEARS     5 YEARS     10 YEARS
<S>        <C>         <C>         <C>
 $  2        $ 6         $10         $ 23
</TABLE>

These examples are designed to assist you in understanding the various costs and
expenses that may be directly or indirectly paid by investors in the Fund. THESE
EXAMPLES SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES
AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
                                                                               5

THE ONE GROUP(R) TREASURY ONLY MONEY MARKET FUND    FINANCIAL HIGHLIGHTS


The Financial Highlights are intended to help you understand the Fund's
financial performance for the past 10 years, or since inception if less than 10
years. The total returns in the table represent the rate a shareholder would
have earned on an investment in the Fund (assuming reinvestment of all dividends
and distributions). This information has been derived from financial statements
audited by Coopers & Lybrand L.L.P., whose report, along with the Fund's
financial statements, is included in the Statement of Additional Information,
which is available upon request.


<TABLE>
<CAPTION>
                                                                                                                        APRIL 16,
                                                                     YEARS ENDED JUNE 30,                                1993 TO
                                                ---------------------------------------------------------------         JUNE 30,
                                                  1997              1996              1995              1994             1993(a)
- ---------------------------------------------------------------------------------------------------------------------------------
<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                             0.051             0.052             0.051             0.032            0.006
- ---------------------------------------------------------------------------------------------------------------------------------
Distributions:
  Net investment income                            (0.051)           (0.052)           (0.051)           (0.032)          (0.006)
- ---------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE, END OF PERIOD                  $   1.000         $   1.000         $   1.000         $   1.000        $   1.000
- ---------------------------------------------------------------------------------------------------------------------------------
Total Return                                         5.24%             5.38%             5.22%             3.23%            2.96%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)             $ 480,860         $ 415,961         $ 288,697         $ 217,725        $  60,330
  Ratio of expenses to average net assets            0.15%             0.17%             0.20%             0.15%            0.07%(b)
  Ratio of net investment income to average
    net assets                                       5.12%             5.23%             5.14%             3.23%            2.95%(b)
  Ratio of expenses to average net assets*           0.15%             0.17%             0.21%             0.22%            0.33%(b)
  Ratio of net investment income to average
    net assets*                                      5.12%             5.23%             5.13%             3.16%            2.69%(b)
</TABLE>

* 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.


<PAGE>
6
                              MORE ABOUT THE FUNDS

PORTFOLIO QUALITY
- ----------------------------------------------------


Securities will be purchased by the Funds only if Banc One Investment Advisors
determines that they present minimal credit risk under guidelines adopted by the
Board of Trustees. In addition, unless a more specific rating is specified, all
investments of the Funds must be rated in one of the two highest rating
categories described in "Description of Ratings" in the Appendix. If an
investment is unrated, Banc One Investment Advisors must determine that it is of
comparable quality to a rated security. Banc One Investment Advisors will look
at a security's rating at the time of investment. For more information about
ratings, please see "Description of Ratings" in the Appendix.


ILLIQUID INVESTMENTS
- ----------------------------------------------------

Each Fund may invest up to 10% of its net assets in illiquid investments. A
security is illiquid if it cannot be sold at approximately the value assessed by
the Fund within seven (7) days. Banc One Investment Advisors will follow
guidelines adopted by The One Group Board of Trustees in determining whether an
investment is illiquid.

SPECIAL RISK CONSIDERATIONS
- ----------------------------------------------------

NET ASSET VALUE: There is no assurance that the Funds will meet their investment
objectives or be able to maintain a net asset value of $1.00 per share on a
continuous basis.

PORTFOLIO TURNOVER: The Funds attempt to increase yield by taking advantage of
short-term market variations. This policy is expected to result in high
portfolio turnover. However, this should not adversely affect the Funds because
they usually do not pay brokerage commissions when purchasing U.S. government
securities.


FIXED INCOME SECURITIES: The value of the securities held by the Funds will
increase or decrease based on changes in interest rates. If rates increase, the
value of the Funds' investments generally decline. On the other hand, if rates
fall, the value of the investments generally increases. The value of your
investment in a Fund will increase or decrease as the value of a Fund's
investments increase and decrease. While securities with longer duration and
maturities tend to produce higher yields, they also are subject to greater
fluctuations in value when interest rates change. Usually changes in the value
of fixed income securities will not affect cash income generated, but may affect
the value of your investment.


<PAGE>
                                                                            7
                     HOW TO DO BUSINESS WITH THE ONE GROUP

PURCHASING
FUND SHARES
- ----------------------------------------------------

WHERE CAN I BUY SHARES?

You may purchase Fund shares from the following sources:

- - The One Group Services Company, and

- - Shareholder Servicing Agents. These include investment advisors, brokers,
  financial planners, banks, insurance companies, retirement or 401(k) plan
  sponsors, or other intermediaries. Shares purchased this way will be held for
  you by the Shareholder Servicing Agent.

WHO MAY PURCHASE FUND SHARES?

Fund shares may be purchased by:

- - Commercial and retail institutional investors, including affiliates of BANC
  ONE CORPORATION, that have opened accounts with the Fund's transfer agent,
  State Street Bank and Trust Company, either directly or through a Shareholder
  Servicing Agent.

- - Individuals with a net worth, or joint net worth with their spouse, at the
  time of purchase in excess of $1 million.

- - Individuals with annual income, or joint annual income with their spouse, at
  the time of purchase in excess of $200,000.

- - If you have questions about eligibility, please call The One Group Services
  Company at 1-800-480-4111.

WHEN CAN I BUY SHARES?

- - Purchases may be made on any business day. This includes any day that the
  Funds are open for business, other than weekends and the following holidays:
  New Years Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday,
  Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day,
  Thanksgiving, and Christmas.

- - Purchase requests will be effective on the day received by The One Group
  Services Company and you will be eligible to receive dividends declared the
  same day, if (i) such purchase orders are received by The One Group Services
  Company before 2:00 p.m., Eastern Standard Time ("EST"), and (ii) the Fund's
  custodian, State Street Bank and Trust Company, receives "federal funds"
  before 4:00 p.m., EST. If State Street Bank and Trust Company does not receive
  federal funds by the cut-off time, the purchase order will not be effective
  until the next business day on which federal funds are timely received by
  State Street Bank and Trust Company.

- - If your shares are held by a Shareholder Servicing Agent, it is the
  responsibility of the Shareholder Servicing Agent to send your purchase or
  redemption order to the Fund. Your Shareholder Servicing Agent may have an
  earlier cut-off time for purchase and redemption requests.

- - The One Group Services Company can reject a purchase order if it does not
  think that it is in the best interests of a Fund and/or shareholders to accept
  the order.

- - Shares are electronically recorded. Therefore, certificates will not be
  issued.

HOW MUCH DO SHARES COST?

- - Shares are sold at net asset value ("NAV").

- - NAV per share is calculated by dividing the total market value of a Fund's
  investments and other assets (minus expenses) by the number of outstanding
  shares. The Funds use their best efforts to maintain their NAV at $1.00,
  although there is no guarantee that they will be able to do so.

- - NAV is calculated each business day as of 2:00 p.m. and 4:00 p.m. EST.

HOW DO I OPEN AN ACCOUNT?

1. Read the prospectus carefully, and select the Fund or Funds most appropriate
   for you.

2. Decide how much you want to invest.

   - The minimum initial investment is $1,000,000.

   - Subsequent investments must be at least $5,000.

   - The One Group Services Company may waive these minimums.

3. Complete the Account Application Form. Be sure to sign up for all of the
   Account privileges that you plan to take advantage of. Doing so now means
   that you will not have to complete additional paperwork later.

4. Send the completed application and a personal check (unless you choose to pay
   by wire or bank transfer) payable to "The One Group" to:

   State Street Bank and Trust Company
   c/o The One Group
   P.O. Box 8500
   Boston, MA 02266-8500

5. All checks should be in U.S. dollars. Third party checks will not be
   accepted. Redemptions from a Fund will not be permitted for ten (10) calendar
   days if purchases are made by check.

<PAGE>

8

6. If you purchase shares through a Shareholder Servicing Agent, you may be
   required to complete additional forms or follow additional procedures. You
   should contact your Shareholder Servicing Agent regarding purchases,
   exchanges and redemptions.

7. If you have any questions, contact your Shareholder Servicing Agent or call
   The One Group Services Company at 1-800-480-4111.

CAN I PURCHASE SHARES OVER THE TELEPHONE?

Yes. Simply select this option on your Account Application Form and then:

- - Contact your Shareholder Servicing Agent or The One Group Services Company at
  1-800-480-4111 to relay your purchase instructions.


- - Authorize a bank transfer or initiate a wire transfer payable to "The One
  Group" to State Street Bank and Trust Company (see address above).


- - The One Group uses reasonable procedures to confirm that instructions given by
  telephone are genuine. These procedures include recording telephone
  instructions and asking for personal identification. If these procedures are
  followed, The One Group will not be responsible for any loss, liability, cost
  or expense of acting upon unauthorized or fraudulent instructions; you bear
  the risk of loss.


- - You may revoke your right to make purchases over the telephone by sending a
  letter to:


  State Street Bank and Trust Company
  c/o The One Group
  P.O. Box 8500
  Boston, MA 02266-8500

EXCHANGING
FUND SHARES
- ----------------------------------------------------

WHAT ARE MY EXCHANGE PRIVILEGES?

- - You may exchange your shares for shares of the other Fund described in this
  prospectus. You may also exchange your shares for shares of any institutional
  money market fund that The One Group may offer.

- - The One Group may change the terms and conditions of your exchange privileges
  upon 60 days written notice.

- - The One Group does not charge a fee for this privilege.

WHEN ARE EXCHANGES PROCESSED?

Exchanges are processed the same business day they are received, provided:

- - State Street Bank and Trust Company receives the request by 12:30 p.m. EST.

- - You have provided The One Group with all of the information necessary to
  process the exchange.

- - You have received a current prospectus of the Fund or Funds into which you
  wish to invest.

- - You have contacted your Shareholder Servicing Agent, if necessary.

ARE EXCHANGES TAXABLE?

Generally:

- - An exchange between Funds is considered a sale and generally results in a
  capital gain or loss for Federal income tax purposes.

- - You should talk to your tax advisor before making an exchange.

ARE THERE LIMITS ON EXCHANGES?

Yes. The exchange privilege is not intended as a way for you to speculate on
short term movements in the market. Therefore:

- - To prevent disruptions in the management of the Funds, The One Group limits
  excessive exchange activity.

- - Exchange activity is excessive if it EXCEEDS TWO SUBSTANTIVE EXCHANGE
  REDEMPTIONS (WITHIN 30 DAYS OF EACH OTHER) WITHIN A TWELVE MONTH PERIOD.


- - In addition, The One Group reserves the right to reject any exchange request
  (even those that are not excessive) if the Fund reasonably believes that the
  exchange will result in excessive transaction costs or otherwise adversely
  affect other shareholders.


REDEEMING
FUND SHARES
- ----------------------------------------------------

WHEN CAN I REDEEM SHARES?

- - You may redeem all or some of your shares on any day that the Funds are open
  for business.

- - Redemption requests received by The One Group Services Company before 4:00
  p.m. EST, will be effective that day.

HOW DO I REDEEM SHARES?

- - Unless you have selected the telephone option on your Account Application
  Form, you must send a written redemption request to your Shareholder Servicing
  Agent, if applicable, or to State Street Bank and Trust Company at the
  following address:

  State Street Bank and Trust Company
  c/o The One Group
  P.O. Box 8500
  Boston, MA 02266-8500

- - You may request redemption forms by calling The One Group Services Company at
  1-800-480-4111.

<PAGE>

                                                                               9

- - State Street Bank and Trust Company may require that the signature on your
  redemption request be guaranteed by a commercial bank, a member of a domestic
  stock exchange, or a member of the Securities Transfer Association Medallion
  Program or the Stock Exchange Medallion Program, unless:

   1. the redemption is for $50,000 worth of shares or less;

   2. the redemption is payable to the shareholder of record; and

   3. the redemption check is mailed to the shareholder at the record address.

- - On the Account Application Form you may elect to have the redemption proceeds
  mailed or wired to:


   1. a designated commercial bank; or


   2. State Street Bank and Trust Company or your Shareholder Servicing Agent.


- - State Street Bank and Trust Company may charge a wire redemption fee. The
  current charge is $7.00.


- - Your redemption proceeds will ordinarily be paid within seven days after
  receipt of the redemption request. However, the Funds will attempt to honor
  requests for next day payment on redemptions, if the request is received
  before 12:30 p.m., EST.

- - The Funds will attempt to honor requests for payments in two business days, if
  the redemption request is received after the time listed above.

WHAT WILL MY SHARES BE WORTH?

- - The NAV of shares of the Funds is expected to remain constant at $1.00 per
  share, although there is no assurance that this will always be the case.

- - You will receive the NAV calculated after your redemption request is received.
  Please read "How Much Do Shares Cost?"

CAN I REDEEM BY TELEPHONE?

Yes, if you selected this option on your Account Application Form.

- - Call your Shareholder Servicing Agent or State Street Bank and Trust Company
  at 1-800-480-4111 to relay your redemption request.

- - Your redemption proceeds will be mailed or wired to the commercial bank
  account you designated on your Account Application Form.

- - State Street Bank and Trust Company may charge a wire redemption fee. The
  current charge is $7.00.

- - The One Group uses reasonable procedures to confirm that instructions given by
  telephone are genuine. These procedures include recording telephone
  instructions and asking for personal identification. If these procedures are
  followed, The One Group will not be responsible for any loss, liability, cost
  or expense of acting upon unauthorized or fraudulent instructions; you bear
  the risk of loss.

ADDITIONAL INFORMATION REGARDING REDEMPTIONS

- - All redemptions will be for cash. The redemption price of shares is expected
  to remain constant at $1.00 per share, although there is no assurance that
  this will always be the case.

- - If you redeem shares for which you paid by check, and The One Group has not
  yet received payment on the check, The One Group will delay forwarding your
  redemption proceeds for 10 or more days until payment has been collected from
  your bank.

- - Because of the high cost of handling small investments, The One Group will
  automatically redeem shares in accounts which, because of shareholder
  redemptions, have values of less than $50,000. No sales charges will be
  assessed and you will be given 60 days to make additional investments in the
  Fund to increase the value of your account to at least $50,000.

- - The One Group may suspend your ability to redeem, or will redeem your shares
  involuntarily, when it seems appropriate to do so in light of its
  responsibilities under the Federal securities laws. The Statement of
  Additional Information offers more details about this process.

<PAGE>
10
                            SHAREHOLDER INFORMATION

VOTING RIGHTS
- ----------------------------------------------------

The Funds do not hold annual shareholder meetings, but may hold special
meetings. The special meetings are held, for example, to elect or remove
Trustees, change a Fund's fundamental investment objective, or approve an
investment advisory contract.

As a Fund shareholder, you have one vote for each share that you own. Each Fund
votes separately on matters relating solely to that Fund, or which affect that
Fund differently. However, all shareholders will have equal voting rights on
matters that affect all shareholders equally.

BANC ONE CORPORATION (100 East Broad Street, Columbus, Ohio, 43271), through its
affiliates, may be deemed for purposes of the Investment Company Act of 1940, to
control the Government Money Market Fund. This is because as of August 5, 1997,
BANC ONE CORPORATION or its affiliates possessed the power to vote substantially
all of the shares of that Fund.

DIVIDEND POLICIES
- ----------------------------------------------------

DIVIDENDS

The Funds generally declare dividends on each business day. Dividends are
distributed on the first business day of each month. Capital gains, if any, for
all Funds are distributed at least annually.

DIVIDEND REINVESTMENT

You automatically will receive all income dividends and capital gain
distributions in additional shares of the same Fund, unless you have elected to
take such payment in cash. The price of the shares is the NAV determined
immediately following the dividend record date. Reinvested dividends and
distributions receive the same tax treatment as dividends and distributions paid
in cash.

If you want to change the way in which you receive dividends and distributions,
you must write to State Street Bank & Trust Company at P.O. Box 8500, Boston, MA
02266-8500, at least 15 days prior to the distribution. The change is effective
upon receipt by State Street.

TAX TREATMENT OF THE FUNDS
- ----------------------------------------------------

TAX STATUS OF THE FUND

Each Fund intends to qualify as a "regulated investment company" for Federal
income tax purposes. If the Funds qualify, as they have in the past, they will
pay no federal income tax on the earnings they distribute to shareholders.

TAX TREATMENT OF SHAREHOLDERS
- ----------------------------------------------------

TAXATION OF SHAREHOLDER TRANSACTIONS

A sale, exchange, or redemption of Fund shares will generally produce either a
taxable gain or a loss. You are responsible for any tax liabilities generated by
your transactions.

TAXATION OF DISTRIBUTIONS

Each Fund will distribute substantially all of its net investment income
(including, for this purpose, net short-term capital gain) to investors on at
least an annual basis. Dividends you receive from a Fund, whether reinvested or
received in cash, will be taxable to you. Dividends from a Fund's net investment
income will be taxable as ordinary income and dividends from a Fund's long-term
capital gains will be taxable to you as such, regardless of how long you have
held the shares.

Dividends paid in January, but declared in October, November or December of the
previous year, will be considered to have been paid the previous December.

TAX INFORMATION

The Form 1099 that is mailed to you every January details your dividends and
their federal tax category. Even though the Funds provide you with this
information, you are responsible for verifying your tax liability with your tax
professional. For additional tax information see the Statement of Additional
Information. Please note that this tax discussion is general in nature; no
attempt has been made to present a complete explanation of the Federal, state,
local or foreign tax treatment of the Funds or their shareholders.

SHAREHOLDER INQUIRIES
- ----------------------------------------------------

If you have any questions or need additional information, please write The One
Group Services Company at 3435 Stelzer Road, Columbus, OH 43219 or call
1-800-480-4111.

   REPORTING

   In March and September you will receive a financial report from The One
   Group. In addition, The One Group will periodically send you proxy
   statements and other reports.

<PAGE>
                                                                           11
                    ORGANIZATION AND MANAGEMENT OF THE FUNDS

THE FUNDS

Each Fund is a series of The One Group, an open-end management investment
company. The One Group currently consists of 40 separate Funds. Two of the Funds
are described in this prospectus; the other Funds are described in separate
prospectuses. Each Fund described in this prospectus is diversified. Each Fund
is supervised by the Board of Trustees.

THE BOARD OF TRUSTEES

The Trustees oversee the management and administration of the Funds. The
Trustees are responsible for making major decisions about each Fund's investment
objectives and policies, but delegate the day-to-day administration of the Funds
to the officers of The One Group.

THE ADVISOR

Banc One Investment Advisors makes the day-to-day investment decisions for the
Funds and continuously reviews, supervises and administers the Funds' investment
programs. Banc One Investment Advisors has served as investment advisor to The
One Group since 1993. Prior to that time, The One Group was advised by
affiliates of Banc One Investment Advisors. In addition to The One Group, Banc
One Investment Advisors serves as investment advisor to other mutual funds and
individual, corporate, charitable and retirement accounts. As of June 30, 1997,
Banc One Investment Advisors, an indirect, wholly-owned subsidiary of BANC ONE
CORPORATION, managed over $47 billion in assets. For the fiscal year ended June
30, 1997, the Funds paid investment advisory fees of .08% of each Fund's average
daily net assets.

THE DISTRIBUTOR

The One Group Services Company, 3435 Stelzer Road, Columbus, Ohio 43219, a
wholly-owned subsidiary of The BISYS Group, Inc., markets the Funds and
distributes shares through selling brokers, financial institutions, investment
advisors, and other financial representatives.

THE ADMINISTRATOR AND SUB-ADMINISTRATOR

The One Group Services Company also serves as the Funds' administrator. The One
Group Services Company is responsible for responding to shareholder inquiries
and requests for information, as well as providing regulatory compliance and
reporting. For these services, The One Group Services Company receives an annual
fee of .05% of each Fund's average daily net assets. The fee is calculated daily
and paid monthly. Banc One Investment Advisors, the Sub-Administrator, provides
office space, equipment, and facilities, as well as legal and regulatory
support.

THE TRANSFER AGENT, CUSTODIAN, AND SUB-CUSTODIAN


State Street Bank and Trust Company, P.O. Box 8500, Boston, MA 02266-8500, or
your Shareholder Servicing Agent, if appropriate, handles shareholder
recordkeeping and statements, distributes dividends, and processes buy and sell
requests. As the Funds' custodian, State Street holds the Funds' assets, settles
all portfolio trades and assists in calculating the Funds' net asset values.
Bank One Trust Company, N.A. serves as sub-custodian in connection with the
Funds' securities lending activities under an agreement with State Street Bank
and Trust Company. Bank One Trust Company, N.A. is paid a fee for this service.


<PAGE>
12
           DETAILS ABOUT THE FUNDS' INVESTMENT PRACTICES AND POLICIES


INVESTMENT PRACTICES

The Funds invest in a variety of securities and employ a number of investment
techniques. Each security and technique involves certain risks. What follows is
a list of the securities and techniques utilized by the Funds, as well as the
risks inherent in their use. Fixed income securities are primarily influenced by
market, credit and prepayment risks, although certain securities may be subject
to additional risks. For a more complete discussion, please see the Statement of
Additional Information. Following the table is a more complete discussion of
risk.

<TABLE>
<CAPTION>

                               FUND NAME                         FUND CODE
<S>           <C>                                                <C>

              The One Group(R) Government Money Market Fund           1
              The One Group(R) Treasury Only Money Market
              Fund                                                    2
</TABLE>

<TABLE>
<CAPTION>
INSTRUMENT                                                            FUND CODE            RISK TYPE
<S>                                                                   <C>             <C>

U.S. TREASURY OBLIGATIONS: Bills, notes, and bonds.                      1, 2               Market


U.S. GOVERNMENT AGENCY SECURITIES: Securities issued by agencies          1                 Market
and instrumentalities of the U.S. Government. These include                                 Credit
Ginnie Mae, Fannie Mae, and Freddie Mac.

REPURCHASE AGREEMENTS: The purchase of a security and the                 1                 Credit
simultaneous commitment to return the security to the seller at                             Market
an agreed upon price on an agreed upon date. This is treated as                            Liquidity
a loan.




PUT OPTIONS: A put option gives the buyer the right to sell, and          1                Liquidity
obligates the seller to buy, a security at a specified price.                             Management
The Fund will sell only secured put options.                                                Market
                                                                                            Credit
                                                                                           Leverage

SECURITIES LENDING: The lending of up to 33% of the securities           1, 2               Credit
owned by a Fund. In return the Fund will receive cash and/or                                Market
other securities as collateral.                                                            Leverage

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS: Purchase or              1, 2               Market
contract to purchase securities at a fixed price for delivery at                           Leverage
a future date.                                                                             Liquidity

INVESTMENT COMPANY SECURITIES: Shares of other mutual funds,              1                 Market
including money market funds of The One Group and shares of
other investment companies for which Banc One Investment
Advisors serves as investment advisor or administrator. Banc One
Investment Advisors will waive certain fees when investing in
funds for which it serves as investment advisor.


VARIABLE AND FLOATING RATE INSTRUMENTS: Obligations with                  1                 Market
interest rates which are reset daily, weekly, quarterly or some                             Credit
other period and which may be payable to Credit the Fund on                                Liquidity
demand.


MORTGAGE-BACKED SECURITIES: Debt obligations secured by real              1               Pre-payment
estate loans and pools of loans. These include collateralized                               Market
mortgage obligations ("CMOs") and Real Estate Mortgage                                      Credit
Investment Conduits ("REMICs").                                                           Regulatory
</TABLE>

<PAGE>

                                                                              13

INVESTMENT RISKS
- ----------------------------------------------------

Below is a more complete discussion of the types of risks inherent in the
securities and investment techniques listed above. Because of these risks, the
value of the securities in the Funds may fluctuate, as will the value of your
investment in the Funds. Certain investments are more susceptible to these risks
than others.

- - CREDIT RISK. The risk that the issuer of a security, or the counterparty to a
  contract, will default or otherwise become unable to honor a financial
  obligation. Credit risk is generally higher for non-investment grade
  securities. The price of a security can be adversely affected prior to actual
  default as its credit status deteriorates and the probability of default
  rises.


- - LEVERAGE RISK. The risk associated with securities or practices that multiply
  small index or market movements into large changes in value. Leverage is often
  associated with investments in derivatives, but also may be embedded directly
  in the characteristics of other securities.


- - LIQUIDITY RISK. The risk that certain securities may be difficult or
  impossible to sell at the time and the price that normally prevails in the
  market. The seller may have to lower the price, sell other securities instead
  or forego an investment opportunity, any of which could have a negative effect
  on fund management or performance. This includes the risk of missing out on an
  investment opportunity because the assets necessary to take advantage of it
  are tied up in less advantageous investments.

- - MANAGEMENT RISK. The risk that a strategy used by a fund's management may fail
  to produce the intended result. This includes the risk that changes in the
  value of a hedging instrument will not match those of the asset being hedged.
  Incomplete matching can result in unanticipated risks.

- - MARKET RISK. The risk that the market value of a security may move up and
  down, sometimes rapidly and unpredictably. These fluctuations may cause a
  security to be worth less than the price originally paid for it, or less than
  it was worth at an earlier time. Market risk may affect a single issuer,
  industry, sector of the economy or the market as a whole. There also is the
  risk that the current interest rate may not accurately reflect existing market
  rates. For fixed income securities, market risk is largely, but not
  exclusively, influenced by changes in interest rates. A rise in interest rates
  typically causes a fall in values, while a fall in rates typically causes a
  rise in values. Finally, key information about a security or market may be
  inaccurate or unavailable.

- - PRE-PAYMENT RISK. The risk that the principal repayment of a security will
  occur at an unexpected time, especially that the repayment of a mortgage or
  asset-backed security occurs either significantly sooner or later than
  expected. Changes in pre-payment rates can result in greater price and yield
  volatility. Pre-payments generally accelerate when interest rates decline.
  When mortgage and other obligations are pre-paid, a Fund may have to reinvest
  in securities with a lower yield. Further, with early repayment, a Fund may
  fail to recover any premium paid, resulting in an unexpected capital loss.

- - REGULATORY RISK. The risk associated with Federal and state laws which may
  restrict the remedies that a mortgage lender has when a borrower defaults on
  mortgage loans. These laws include restrictions on foreclosures, redemption
  rights after foreclosure, Federal and state bankruptcy and debtor relief laws,
  restrictions on "due on sale" clauses, and state usury laws.

INVESTMENT POLICIES
- ----------------------------------------------------

Each Fund's investment objective and the following investment policies
summarized below are fundamental. This means that they cannot be changed without
the consent of a majority of the outstanding shares of the Funds. The full text
of the fundamental policies can be found in the Statement of Additional
Information.

FUNDAMENTAL POLICIES OF EACH FUND

Each Fund:

1. Will use its best efforts to maintain a constant net asset value of $1.00 per
   share, although there is no guarantee that the Funds will be able to do so.

2. Will not purchase the securities of an issuer if as a result more than 5% of
   its total assets would be invested in the securities of that issuer or the
   Fund would own more than 10% of the outstanding voting securities of that
   issuer. This does not include securities issued or guaranteed by the United
   States, its agencies or instrumen-

<PAGE>

14

   talities, and repurchase agreements involving these securities. This
   restriction applies with respect to 75% of a Fund's total assets. The Funds
   may invest the remaining 25% of their total assets without restriction.

3. Will not purchase securities while borrowings (including reverse repurchase
   agreements) exceed 5% of the respective Fund's assets.

4. Will not borrow money or issue senior securities, except that the Funds may
   borrow from banks for temporary purposes in amounts not exceeding 10% of
   their total assets at the time of the borrowing.

5. Will not mortgage, pledge or hypothecate any assets, except in connection
   with borrowing specified in 4 above and in amounts not in excess of the
   lesser of the dollar amount borrowed or 10% of the value of the respective
   Fund's total assets at the time of its borrowing.

FUNDAMENTAL POLICIES OF SPECIFIC FUNDS

The Treasury Only Money Market Fund:

1. Will not purchase securities other than U.S. Treasury bills, notes and other
   U.S. obligations issued or guaranteed by the U.S. Treasury.

2. Will not invest in any securities subject to repurchase agreements.

The Government Money Market Fund:

1. Will not purchase securities other than those issued or guaranteed by the
   U.S. government or its agencies or instrumentalities, some of which may be
   subject to repurchase agreements.

Additional investment policies can be found in the Statement of Additional
Information.

<PAGE>
                                                                            15
                                    APPENDIX

DESCRIPTION OF RATINGS

The following is a summary of published ratings by major credit rating agencies.
Credit ratings evaluate only the safety of principal and interest payments, not
the market value risk of lower quality securities. Credit rating agencies may
fail to change credit ratings to reflect subsequent events on a timely basis.
Although Banc One Investment Advisors considers security ratings when making
investment decisions, it also performs its own investment analysis and does not
rely solely on the ratings assigned by credit agencies.

Unrated securities will be treated as non-investment grade securities unless
Banc One Investment Advisors 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 COMMERCIAL PAPER RATINGS

DUFF & PHELPS CREDIT RATING CO. ("DUFF")

    D-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
         obligations.

     D-1 Very high certainty of timely payment. Liquidity factors are excellent
         and supported by good fundamental protection factors. Risk factors are
         minor.

    D-1- High certainty of timely payment. Liquidity factors are strong and
         supported by good fundamental protection factors. Risk factors are very
         small.

STANDARD & POOR'S CORPORATION ("S&P")

     A-1 Highest category of commercial paper. Capacity to meet financial
         commitment is strong. Obligations designated with a plus sign (+)
         indicate that capacity to meet financial commitment is extremely
         strong.

     A-2 Issues somewhat more susceptible to adverse effects of changes in
         circumstances and economic conditions than obligations in higher rating
         categories. However, the capacity to meet financial commitments is
         satisfactory.

FITCH'S INVESTORS SERVICE, L.P. ("FITCH")

    F-1+ Exceptionally strong credit quality. Strongest degree of assurance for
         timely payment.

    F-1  Very strong credit quality. Assurance of timely payment is only
         slightly less in degree than issues rated F-1+.


    F-2  Good credit quality. Satisfactory degree of assurance for timely
         payment, but the margin of safety is not as good as for issues assigned
         F-1+ and F-1 ratings.


IBCA LIMITED ("IBCA")


      A1 Highest capacity for timely repayment. Those issues rated A1+ possess a
         particularly strong credit feature.


      A2 Satisfactory capacity for timely repayment although such capacity may
         be susceptible to adverse changes in business, economic or financial
         conditions.

MOODY'S INVESTORS SERVICE ("MOODY'S")

 PRIME-1 Superior ability for repayment.

 PRIME-2 Strong ability for repayment.

DESCRIPTION OF BANK RATINGS

MOODY'S

         These ratings represent Moody's opinion of a bank's intrinsic safety
         and soundness.

       A These banks possess exceptional intrinsic financial strength. Typically
         they will be major financial institutions with highly valuable and
         defensible business franchises, strong financial fundamentals, and a
         very attractive and stable operating environment.

       B These banks possess strong intrinsic financial strength. Typically,
         they will be important institutions with valuable and defensible
         business franchises, good financial fundamentals, and an attractive and
         stable operating environment.

       C These banks possess good intrinsic financial strength. Typically, they
         will be institutions with valuable and defensible business franchises.
         These banks will demonstrate either acceptable financial fundamentals
         within a stable operating environment, or better than average financial
         fundamentals within an unstable operating environment.

<PAGE>

16

S&P

S&P's credit rating is a current opinion of an obligor's overall financial
capacity (its creditworthiness) to pay its financial obligation.

    AAA The highest rating assigned by S&P. The obligor's capacity to meet its
        financial commitment on the obligation is extremely strong.

     AA The obligor's capacity to meet its financial commitments on the
        obligation is very strong.

       A The obligation is somewhat more susceptible to the adverse effects of
         changes in circumstances and economic conditions than obligations in
         higher rated categories. However, the obligor's capacity to meet its
         financial commitment on the obligation is still strong.

DESCRIPTION OF INSURANCE RATINGS

MOODY'S

These ratings represent Moody's opinions of the ability of insurance companies
to pay punctually senior policyholder claims and obligations.

    Aaa Insurance companies rated in this category offer exceptional financial
        security. While the financial strength of these companies is likely to
        change, such changes as can be visualized are most unlikely to impair
        their fundamentally strong position.

      Aa These insurance companies offer excellent financial security. Together
         with the Aaa group, they constitute what are generally known as high
         grade companies. They are rated lower than Aaa companies because
         long-term risks appear somewhat larger.

       A Insurance companies rated in this category offer good financial
         security. However, elements may be present which suggest a
         susceptibility to impairment sometime in the future.

S&P

S&P's credit rating is a current opinion of the creditworthiness of an obligor
with respect to a specific financial obligation, a specific class of financial
obligations, or a specific financial program.

    AAA This is the highest rating assigned by S&P. The obligor's capacity to
        meet its financial commitment on the obligation is extremely strong.

     AA AA The obligor's capacity to meet its financial commitments on the
        obligation is very strong.

       A An obligation rated A is somewhat more susceptible to the adverse
         effects of changes in circumstances and economic conditions than
         obligations in higher rated categories. However, the obligor's capacity
         to meet its financial commitment on the obligation is still strong.

DESCRIPTION OF CORPORATE/MUNICIPAL BOND RATINGS

S&P

Investment Grade

    AAA The highest rating. The rating indicates an extremely strong capacity to
        meet its financial commitment.

     AA Differs from AAA issues only in a small degree. The obligor's capacity
        to meet its financial commitment is very strong.

       A These bonds are somewhat more susceptible to the adverse effects of
         changes in circumstances and economic conditions than debt in higher
         rated categories. However, capacity to meet its financial commitment on
         the obligation is still strong.

    BBB Exhibits adequate protection parameters. However, adverse economic
        conditions or changing circumstances are more likely to lead to a
        weakened capacity to meet its financial commitment on the obligation.

Speculative Grade

     BB Less vulnerable to non-payment than other speculative issues. However,
        these bonds face major ongoing uncertainties or exposure to adverse
        business, financial or economic conditions which could lead to
        inadequate capacity to meet financial commitment on the obligation.

       B More vulnerable to non-payment than obligations rated BB, but currently
         has the capacity to meet its financial commitment on the obligation.
         Adverse business, financial or economic conditions will likely impair
         capacity or willingness to meet its financial commitment on the
         obligation.

    CCC Currently vulnerable to non-payment, and is dependent upon favorable
        business, financial, and economic conditions to meet its financial
        commitment on the obligation. In the event of adverse busi-

<PAGE>
                                                                              17

        ness, financial, or economic conditions, they are not likely to have the
        capacity to meet its financial commitment on the obligation.

      CC Currently highly vulnerable to non-payment.

       C This rating may be used to cover a situation where a bankruptcy
         petition has been filed, or similar action has been taken, but payments
         on this obligation are being continued.

       D Bonds in payment default.

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

MOODY'S

Investment Grade

    Aaa 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 an exceptionally stable, margin and principal is secure.

      Aa High quality by all standards. Margins of protection may not be as
         large as in Aaa securities, fluctuation of protective elements may be
         greater, or there may be other elements present that make the long-term
         risks appear somewhat larger than in Aaa securities.

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

    Baa These bonds are considered 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.

Non-Investment Grade

      BA These bonds have speculative elements; their future cannot be
         considered as well assured. The protection of interest and principal
         payments may be very moderate and thereby not well safeguarded during
         good and bad times over the future.

       B These bonds 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 any long period of time may be
         small).

     Caa Bonds in this category have poor standing and may be in default. These
         bonds carry an element of danger with respect to principal and interest
         payments.

      Ca Speculative to a high degree and could be in default or have other
         marked shortcomings. Ca is the lowest rating.

DESCRIPTION OF MUNICIPAL NOTE RATINGS

MOODY'S
     MIG1 & VMIG1 Short-term municipal securities rated MIG1 or VMIG1 are of
         the best quality. They have strong protection from established cash
         flows, superior liquidity support or demonstrated broad-based access
         to the market for refinancing.

     MIG2 & VMIG2 These Short-term municipal securities are of high quality.
         Margins of protection are ample although not so large as in the
         preceding group.

     MIG3 & VMIG3 Favorable quality. All security elements are accounted for,
         but the undeniable strength of the preceding grades is lacking.
         Liquidity and cash flow protection may be narrow and marketing
         access for refinancing is likely to be less well established.

S&P

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.

    SP-1 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.

    SP-3 Speculative capacity to pay principal and interest.

DESCRIPTION OF PREFERRED STOCK RATINGS

MOODY'S

     Aaa Top-quality preferred stock. This rating indicates good asset
         protection and the

<PAGE>

18

         least risk of dividend impairment within the universe of preferred
         stocks.

      aa High-grade preferred stock. This rating indicates that there is a
         reasonable assurance the earnings and asset protection will remain
         relatively well maintained in the foreseeable future.

       a Upper-medium grade preferred stock. While risks are judged to be
         somewhat greater than in the "aaa" and "aa" classification, earnings
         and asset protection are, nevertheless, expected to be maintained at
         adequate levels.

     baa Medium-grade preferred stock, neither highly protected nor poorly
         secured. Earnings and asset protection appear adequate at present but
         may be questionable over any great length of time.

S&P

S&P's preferred stock rating is an assessment of the capacity and willingness of
an issuer to pay preferred stock dividends and any applicable sinking fund
obligations.

    AAA Highest rating. This rating indicates an extremely strong capacity to
        pay the preferred stock obligations.

     AA High-quality, fixed-income security. The capacity to pay preferred stock
        obligations is very strong, although not as overwhelming as for issues
        rated "AAA."

       A Backed by a sound capacity to pay the preferred stock obligations,
         although it is somewhat more susceptible to the adverse effects of
         changes in circumstances and economic conditions.

    BBB Backed by an adequate capacity to pay the preferred stock obligations.
        Whereas the issuer normally exhibits adequate protection parameters,
        adverse economic conditions or changing circumstances are more likely to
        lead to a weakened capacity to make payments for a preferred stock in
        this category than for issues in the "A" category.

SHORT-TERM DEBT RATINGS

Thompson Bank Watch, Inc. ("TBW") assigns ratings to specific debt instruments
with original maturities of one year or less. The TBW Short-Term ratings
specifically assess the likelihood of an untimely payment of principal and
interest.

  TBW-1 Very high degree of likelihood that principal and interest will be paid
        on a timely basis.

  TBW-2 While degree of safety regarding timely repayment of principal and
        interest is strong, the relative degree is not as high as for issues
        rated TBW-1.

  TBW-3 Lowest investment grade category. While more susceptible to adverse
        developments than obligations with higher ratings, capacity to service
        principal and interest in a timely fashion is considered adequate.

  TBW-4 Non-investment grade and, therefore, speculative.

<PAGE>
INVESTMENT ADVISOR AND SUB-ADMINISTRATOR
Banc One Investment Advisors Corporation
1111 Polaris Parkway
P.O. Box 710211
Columbus, OH 43271-0211

DISTRIBUTOR
The One Group Services Company
3435 Stelzer Road
Columbus, OH 43219

ADMINISTRATOR
The One Group 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







THE STATEMENT OF ADDITIONAL INFORMATION CONTAINS MORE DETAILED INFORMATION ABOUT
THE FUNDS. THE CURRENT STATEMENT OF ADDITIONAL INFORMATION HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION AND IS AVAILABLE WITHOUT CHARGE BY
CALLING 1-800-480-4111 OR BY WRITING TO THE ONE GROUP SERVICES COMPANY AT 3435
STELZER ROAD, COLUMBUS, OHIO 43219. THE STATEMENT OF ADDITIONAL INFORMATION IS
INCORPORATED INTO THIS PROSPECTUS BY REFERENCE. THE SEC MAINTAINS A WEB SITE
(WWW.SEC.COM) THAT CONTAINS THE STATEMENT OF ADDITIONAL INFORMATION, MATERIALS
INCORPORATED BY REFERENCE AND OTHER INFORMATION REGARDING THE ONE GROUP(R).



TOG-F-124

<PAGE>
                                   EXHIBIT (17)(c)

       STATEMENT OF ADDITIONAL INFORMATION FOR MARQUIS FUNDS AND THE ONE GROUP

<PAGE>
                      MARQUIS FUNDS-REGISTERED TRADEMARK-
 
                      STATEMENT OF ADDITIONAL INFORMATION
 
Investment Adviser:
    First National Bank of Commerce in New Orleans
 
    This STATEMENT OF ADDITIONAL INFORMATION is not a prospectus. It provides
information about the activities and operations of Marquis Funds (the "Trust")
in addition to the information provided in the Trust's prospectuses dated
February 1, 1998 (the "Prospectuses") and should be read in conjunction with a
Prospectus. Prospectuses may be obtained through the Trust's shareholder
servicing and transfer agent, DST Systems, Inc., 1004 Baltimore Street, Kansas
City, Missouri 64105, or by calling 1-800-471-1144.
 
                               TABLE OF CONTENTS
 
<TABLE>
<S>                                                                                    <C>
The Trust............................................................................       B- 2
Additional Description of Permitted Investments......................................       B- 2
Investment Limitations...............................................................       B-17
The Adviser and Sub-Adviser..........................................................       B-22
SIMC and The Money Managers..........................................................       B-23
The Administrator....................................................................       B-25
The Distributor......................................................................       B-26
The Portfolios' Administrator and Shareholder Servicing Agent........................       B-28
Trustees and Officers................................................................       B-28
Computation of Yield.................................................................       B-32
Calculation of Total Return..........................................................       B-34
Purchase and Redemption of Shares....................................................       B-36
Conversion Feature...................................................................       B-37
Letter of Intent.....................................................................       B-37
Determination of Net Asset Value.....................................................       B-37
Taxes................................................................................       B-38
Fund Transactions....................................................................       B-42
Trading Practices and Brokerage......................................................       B-43
Portfolio Turnover...................................................................       B-49
Description of Shares................................................................       B-49
Shareholder Liability................................................................       B-50
Limitation of Trustees' Liability....................................................       B-50
5% Shareholders......................................................................       B-50
Financial Statements.................................................................       B-54
</TABLE>
 
February 1, 1998
 
MRQ-F-004-07
 
                                      B-1
<PAGE>
                                   THE TRUST
 
    Marquis Funds-Registered Trademark- is an open-end management investment
company established under Massachusetts law as a "Massachusetts business trust"
under an Agreement and Declaration of Trust dated June 29, 1993 (the
"Declaration of Trust"). The Declaration of Trust permits the Trust to offer
separate series of units of beneficial interest ("shares") and different classes
of shares of each series. The Trust consists of eleven series: the Government
Securities Fund, the Louisiana Tax-Free Income Fund (the "Louisiana Fund"), the
Strategic Income Bond Fund, the Balanced Fund, the Value Equity Fund, the Growth
Equity Fund, the Small Cap Equity Fund, and the International Equity Fund (the
"Non-Money Market Funds"); and the Treasury Securities Money Market Fund, the
Institutional Money Market Fund and the Tax Exempt Money Market Fund (the "Money
Market Funds") (collectively, the "Funds"). Each Fund is a diversified mutual
fund, except the Louisiana Fund, which is non-diversified. Except for (i)
differences between the Class A and Class B shares of the Government Securities
Fund, the Louisiana Fund, the Strategic Income Bond Fund (together, the "Fixed
Income Funds"), the Balanced Fund, the Value Equity Fund, the Growth Equity
Fund, the Small Cap Equity Fund and the International Equity Fund (together, the
"Equity Funds"), pertaining to sales loads, service fees, dividends, voting
rights and distribution plans, (ii) differences between the Trust Class, Retail
Class and Cash Sweep Class shares of the Treasury Securities Money Market Fund
and (iii) differences between Retail Class and Cash Sweep Class shares of the
Tax Exempt Money Market Fund pertaining to distribution costs, distribution
plans, dividends and voting rights, each share of each Fund represents an equal
proportionate interest in that Fund. See "Description of Shares." Capitalized
terms not defined herein are defined in the Prospectuses. No investment in
shares of a Fund should be made without first reading that Fund's Prospectus
carefully.
 
    Under a "Corporate Master-Feeder-TM-" structure, (i) the Small Cap Equity
Fund expects to invest up to 100% of its assets in the Small Cap Growth
Portfolio, a separate series of SEI Institutional Managed Trust ("SIMT") and
(ii) the International Equity Fund expects to invest up to 100% of its assets in
the International Equity Portfolio, a separate series of SEI International Trust
("SIT"). The Small Cap Growth Portfolio and the International Equity Portfolio
are referred to herein as the "Portfolios."
 
    The investment policies of the Small Cap Equity Fund and the International
Equity Fund will be substantially similar to those of the Small Cap Growth
Portfolio and International Equity Portfolio, respectively, should the Funds
withdraw from the Corporate Master-Feeder-TM- structure and the Adviser manage
their assets directly.
 
    Unless otherwise indicated, policies with respect to "a Fund," "all Funds"
or "Equity Funds" includes the Portfolios.
 
                ADDITIONAL DESCRIPTION OF PERMITTED INVESTMENTS
 
VARIABLE AND FLOATING RATE NOTES
 
    All Funds may invest in variable rate notes and floating rate notes
(together, "adjustable interest rate notes"). The Fixed Income Funds may invest
in adjustable interest rate notes issued by or on behalf of states (including
the District of Columbia), territories and possessions of the United States and
their respective authorities, agencies, instrumentalities and political
subdivisions; such notes constitute a form of Municipal Securities. A VARIABLE
RATE NOTE is a note 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; the degree to which a variable
rate note's market value approximates its par value will depend on the frequency
of the readjustment of the note's interest rate and the length of time that must
elapse before the next readjustment. A FLOATING RATE NOTE is a note 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. Although there may be no active secondary
market with respect to a particular variable or floating rate note purchased by
a Fund, the Fund may seek to resell the note at any time to a third party. The
absence of an active secondary market,
 
                                      B-2
<PAGE>
however, could make it difficult for the Fund to dispose of a variable or
floating rate note in the event the issuer of the note defaulted on its payment
obligations, and the Fund could, as a result or for other reasons, suffer a loss
to the extent of the default. In addition, a variable or floating rate demand
note with a demand notice exceeding seven days may be considered illiquid if
there is no secondary market for such securities. Variable or floating rate
notes may be secured by bank letters of credit.
 
    For the Money Market Funds only, variable and floating rate notes will be
deemed to have maturities as follows:
 
 1. A variable rate note, the principal amount of which is scheduled on the face
    of the instrument to be paid in 397 calendar days 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.
 
 2. 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.
 
 3. 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 397 days
and upon no more than thirty days' notice.
 
    The Fixed Income Funds and the Equity Funds may invest in variable amount
master demand notes, which may or may not be backed by bank letters of credit.
These variable rate notes permit the investment of fluctuating amounts at
varying market rates of interest pursuant to direct arrangements between the
Trust, as lender, and the borrower. Such notes provide that the interest rate on
the amount outstanding varies on a daily, weekly or monthly basis depending upon
a stated short-term interest rate index. Both the lender and the borrower have
the right to reduce the amount of outstanding indebtedness at any time. There is
no secondary market for the notes. It is not generally contemplated that such
instruments will be traded.
 
BANK OBLIGATIONS
 
    The Funds are not prohibited from investing in obligations of banks that are
clients of SEI Investments Company ("SEI Investments"). However, the purchase of
shares of the Funds by such banks or by their customers will not be a
consideration in determining which bank obligations the Funds will purchase. The
Funds will not purchase obligations of the Adviser.
 
FORWARD FOREIGN CURRENCY CONTRACTS
 
    The International Equity Portfolio may invest in forward foreign currency
contracts. Forward foreign currency contracts involve an obligation to purchase
or sell a specified currency at a future date at a price set at the time of the
contract. Forward currency contracts do not eliminate fluctuations in the values
of portfolio securities but rather allow the Portfolio to establish a rate of
exchange for a future point in time.
 
    When entering into a contract for the purchase or sale of a security in a
foreign currency, the Portfolio may enter into a foreign forward currency
contract for the amount of the purchase or sale price to protect against
variations, between the date the security is purchased or sold and the date on
which payment is made or received, in the value of the foreign currency relative
to the United States dollar or other foreign currency.
 
    Also, when a Money Manager anticipates that a particular foreign currency
may decline substantially relative to the United States dollar or other leading
currencies, in order to reduce risk, the Portfolio may enter into a forward
contract to sell, for a fixed amount, the amount of foreign currency
approximating the
 
                                      B-3
<PAGE>
value of its securities denominated in such foreign currency. With respect to
any such forward foreign currency contract, it will not generally be possible to
match precisely the amount covered by that contract and the value of the
securities involved due to changes in the values of such securities resulting
from market movements between the date the forward contract is entered into and
the date it matures. In addition, while forward currency contracts may offer
protection from losses resulting from declines in value of a particular foreign
currency, they also limit potential gains which might result from increases in
the value of such currency. The Portfolio will also incur costs in connection
with forward foreign currency contracts and conversions of foreign currencies
into United States dollars.
 
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION ("GNMA") CERTIFICATES
 
    The Fixed Income Funds and the Equity Funds may invest in securities issued
by GNMA, a wholly-owned U.S. Government corporation which guarantees the timely
payment of principal and interest. The market value and interest yield of these
instruments can vary due to market interest rate fluctuations and early
prepayments of underlying mortgages. These securities represent ownership in a
pool of federally insured mortgage loans. GNMA certificates consist of
underlying mortgages with a maximum maturity of 30 years. However, due to
scheduled and unscheduled principal payments, GNMA certificates have a shorter
average maturity and, therefore, less principal volatility than a comparable
30-year bond. Since prepayment rates vary widely, it is not possible to predict
accurately the average maturity of a particular GNMA pool. The scheduled monthly
interest and principal payments relating to mortgages in the pool will be
"passed through" to investors. GNMA securities differ from conventional bonds in
that principal is paid back to the certificate holders over the life of the loan
rather than at maturity. As a result, there will be monthly scheduled payments
of principal and interest. In addition, there may be unscheduled principal
payments representing prepayments on the underlying mortgages. Although GNMA
certificates may offer yields higher than those available from other types of
U.S. Government securities, GNMA certificates may be less effective than other
types of securities as a means of "locking in" attractive long-term rates
because of the prepayment feature. For instance, when interest rates decline,
the value of a GNMA certificate likely will not rise as much as comparable debt
securities due to the prepayment feature. In addition, these prepayments can
cause the price of a GNMA certificate originally purchased at a premium to
decline in price to its par value, which may result in a loss.
 
SWAPS, CAPS, FLOORS AND COLLARS
 
    The International Equity Portfolio may enter into swap, cap, floor and
collar arrangements. In a typical cap or floor agreement, one party agrees to
make payments only under specified circumstances, usually in return for payment
of a fee by the other party. For example, the buyer of an interest rate cap
obtains the right to receive payments to the extent that a specific interest
rate exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate falls
below an agreed-upon level. An interest rate collar combines elements of buying
a cap and selling a floor.
 
    Swap agreements are sophisticated hedging instruments that typically involve
a small investment of cash relative to the magnitude of risk assumed. As a
result, swaps can be highly volatile and have a considerable impact on the
Portfolio's performance. Swap agreements are subject to risks related to the
counterparty's ability to perform, and may decline in value if the
counterparty's creditworthiness deteriorates. The Portfolio may also suffer
losses if it is unable to terminate outstanding swap agreements or reduce its
exposure through offsetting transactions. Any obligation the Portfolio may have
under these types of arrangements will be covered by setting aside liquid high
grade securities in a segregated account. The Portfolio will enter into swaps
only with counterparties believed to be creditworthy.
 
                                      B-4
<PAGE>
MORTGAGE-BACKED SECURITIES
 
    The Government Securities Fund, the Balanced Fund and Strategic Income Bond
Fund may, in addition to investing in GNMA securities, invest in other
mortgage-backed securities, principally collateralized mortgage obligations
("CMOs") and real estate mortgage investment conduits ("REMICs"). CMOs are
securities collateralized by mortgages, mortgage pass-throughs and
mortgage-backed bonds (general obligations of the issuers payable out of the
issuers' general funds and additionally secured by a first lien on a pool of
single-family detached properties).
 
    Many CMOs are issued with a number of classes or series that have different
maturities and are retired in sequence. Investors purchasing such CMOs in the
shortest maturities receive or are credited with their pro rata portion of the
scheduled payments of interest and principal on the underlying mortgages plus
all unscheduled prepayments of principal up to a predetermined portion of the
total CMO obligation. Until that portion of such CMO obligation is repaid,
investors in the longer maturities receive interest only. Accordingly, the CMOs
in the longer maturity series are less likely than other mortgage pass-throughs
to be prepaid prior to their stated maturity. Although some of the mortgages
underlying CMOs may be supported by various types of insurance, and some CMOs
may be backed by GNMA certificates or other mortgage pass-throughs issued or
guaranteed by U.S. Government agencies or instrumentalities, the CMOs themselves
generally are not guaranteed.
 
    REMICs, which were authorized under the Internal Revenue Code of 1986, as
amended (the "Code"), are private entities formed for the purpose of holding a
fixed pool of mortgages secured by an interest in real property. REMICs are a
form of CMO, and issue multiple classes of securities.
 
ASSET-BACKED SECURITIES
 
    The Government Securities, Balanced and Strategic Income Bond Funds may
invest in asset-backed securities including company receivables, truck and auto
loans, leases, and credit card receivables. Asset-backed securities, like
mortgage-backed securities, represent ownership of a pool of obligations. The
payment of principal and interest on non-mortgage asset-backed securities may be
guaranteed up to certain amounts and for a certain time period by a letter of
credit issued by a financial institution (such as a bank or insurance company)
unaffiliated with the issuers of such securities. In addition, these issues
typically have a short-intermediate maturity structure depending on the paydown
characteristics of the underlying financial assets which are passed through to
the security holder. The purchase of non-mortgage asset-backed securities raises
risk considerations peculiar to the financing of the instruments underlying such
securities. For example, due to the manner in which the issuing organizations
may perfect their interests in their respective obligations, there is a risk
that another party could acquire an interest in the obligations superior to that
of the holders of the asset-backed securities. Also, in most states the security
interest in a motor vehicle must be noted on the certificate of title to perfect
a security interest against competing claims of other parties. Due to the large
number of vehicles involved, however, the certificate of title to each vehicle
financed, pursuant to the obligations underlying the asset-backed securities,
usually is not amended to reflect the assignment of the seller's security
interest for the benefit of the holders of the asset-backed securities.
Therefore, the possibility exists that recoveries on repossessed collateral may
not, in some cases, be available to support payments on those securities. In
addition, various state and Federal laws give the motor vehicle owner the right
to assert against the holder of the owner's obligation certain defenses such
owner would have against the seller of the motor vehicle. The assertion of such
defenses could reduce payments on the related asset-backed securities. Insofar
as credit card receivables are concerned, credit card holders are entitled to
the protection of a number of state and Federal consumer credit laws, many of
which give such holders the right to set off certain amounts against balances
owed on the credit card, thereby reducing the amounts paid on such receivables.
In addition, unlike most other asset-backed securities, credit card receivables
are unsecured obligations of the card holder. Asset-backed securities entail
prepayment risk, which may vary depending on the type of asset but is generally
less than the prepayment risk associated with mortgage-backed securities.
 
                                      B-5
<PAGE>
    The development of non-mortgage asset-backed securities is at an early stage
compared to mortgage-backed securities. While the market for asset-backed
securities is becoming increasingly liquid, the market for non-mortgage
asset-backed securities is not as well developed as that for mortgage-backed
securities guaranteed by government agencies or instrumentalities. The Adviser
intends to limit its purchases of non-mortgage asset-backed securities to
securities that are readily marketable at the time of purchase.
 
SEPARATELY TRADED INTEREST AND PRINCIPAL SECURITIES ("STRIPS")
 
    Each Fund may invest in STRIPS which are component parts of U.S. Treasury
Securities traded through the Federal Book-Entry System. The Adviser will only
purchase STRIPS that it determines are liquid or, if illiquid, do not violate
the Fund's investment policy concerning investments in illiquid securities.
Consistent with Rule 2a-7 of the Investment Company Act of 1940 (the "1940
Act"), the Adviser will purchase for the Money Market Funds only those STRIPS
that have a remaining maturity of 397 days or less; therefore, the Money Market
Funds currently may only purchase interest component parts of U.S. Treasury
Securities. While there is no limitation on the percentage of a Fund's assets
that may be comprised of STRIPS, the Adviser will monitor the level of such
holdings to avoid the risk of impairing shareholders' redemption rights and of
deviations in the value of shares of the Money Market Funds.
 
REPURCHASE AGREEMENTS
 
    Each Fund may enter into repurchase agreements with primary securities
dealers recognized by the Federal Reserve Bank of New York or with national
member banks as defined in Section 3(d)(1) of the Federal Deposit Insurance Act,
as amended. The repurchase agreement will have an agreed-upon price (including
principal and interest) and an agreed-upon repurchase date within a number of
days (usually not more than seven) from the date of purchase. The resale price
reflects the purchase price plus an agreed-upon market rate of interest which is
unrelated to the coupon rate or maturity of the underlying security. A
repurchase agreement involves the obligation of the seller to pay the agreed
upon price, which obligation is in effect secured by the value of the underlying
security.
 
    The repurchase agreements entered into by the Funds will provide that the
underlying security at all times shall have a value at least equal to 100% of
the resale price stated in the agreement; the Adviser monitors compliance with
this requirement. Under all repurchase agreements entered into by a Fund, the
Custodian or its agent must take possession of the underlying collateral.
However, if the seller defaults, the Fund could realize a loss on the sale of
the underlying security to the extent that the proceeds of sale including
accrued interest are less than the resale price provided in the agreement
including interest. In addition, even though the Federal Bankruptcy Code
provides protection for proceedings, the Fund may incur delay and costs in
selling the underlying security or may suffer a loss of principal and interest
if the Fund is treated as an unsecured creditor and required to return the
underlying security to the seller's estate.
 
MUNICIPAL SECURITIES
 
    MUNICIPAL SECURITIES--The two principal classifications of Municipal
Securities are "general obligation" and "revenue" issues. General obligation
issues are issues involving the credit of an issuer possessing taxing power and
are payable from the issuer's general unrestricted revenues, although the
characteristics and method of enforcement of general obligation issues may vary
according to the law applicable to the particular issuer. Revenue issues are
payable only from the revenues derived from a particular facility or class of
facilities or other specific revenue source. The Louisiana Fund may also invest
in "moral obligation" issues, which are normally issued by special purpose
authorities. Moral obligation issues are not backed by the full faith and credit
of the state and are generally backed by the agreement of the issuing authority
to request appropriations from the state legislative body. Municipal Securities
include debt obligations issued by governmental entities to obtain funds for
various public purposes, such as the construction of a wide range of public
facilities, the refunding of outstanding obligations, the payment of
 
                                      B-6
<PAGE>
general operating expenses, and the extension of loans to other public
institutions and facilities. Certain private activity bonds that are issued by
or on behalf of public authorities to finance various privately-owned or
operated facilities are included within the term "Municipal Securities." Private
activity bonds and industrial development bonds are generally revenue bonds, the
credit and quality of which are directly related to the credit of the private
user of the facilities.
 
    Municipal Securities may also include general obligation notes, tax
anticipation notes, bond anticipation notes, revenue anticipation notes, project
notes, certificates of indebtedness, demand notes, tax-exempt commercial paper,
construction loan notes and other forms of short-term, tax-exempt loans. Such
instruments 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 that, if required, the Federal government will lend the
issuer an amount equal to the principal of and interest on the project notes.
 
    The quality of Municipal Securities, both within a particular classification
and between classifications, will vary, and the yields on Municipal Securities
depend upon a variety of factors, including general money market conditions, the
financial condition of the issuer (or other entity whose financial resources are
supporting the securities), general conditions of the municipal bond market, the
size of a particular offering, the maturity of the obligation and the rating(s)
of the issue. In this regard, it should be emphasized that the ratings of any
NRSRO are general and are not absolute standards of quality. Municipal
Securities with the same maturity, interest rate and rating(s) may have
different yields, while Municipal Securities of the same maturity and interest
rate with different rating(s) may have the same yield.
 
    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 or upon the ability of municipalities to
levy taxes. 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.
 
    MUNICIPAL LEASES--The Louisiana Fund and Tax Exempt Money Market Fund may
invest in instruments, or participations in instruments, issued in connection
with lease obligations or installment purchase contract obligations of
municipalities ("municipal lease obligations"). Although municipal lease
obligations do not constitute general obligations of the issuing municipality, a
lease obligation is ordinarily backed by the municipality's covenant to budget
for, appropriate funds for, and make the payments due under the lease
obligation. However, certain lease obligations contain "non-appropriation"
clauses, which provide that the municipality has no obligation to make lease or
installment purchase payments in future years unless money is appropriated for
such purpose in the relevant years. Municipal lease obligations are a relatively
new form of financing, and the market for such obligations is still developing.
Municipal leases will be treated as liquid only if they satisfy criteria set
forth in guidelines established by the Board of Trustees, and there can be no
assurance that a market will exist or continue to exist for any municipal lease
obligation.
 
    PUTS ON MUNICIPAL SECURITIES--The Louisiana Fund and Tax Exempt Money Market
Fund may acquire "puts" with respect to its acquisition of Municipal Securities.
A put is a right to sell a specified security (or securities) within a specified
period of time at a specified exercise price. A Fund may sell, transfer, or
assign the put only in conjunction with the sale, transfer, or assignment of the
underlying security or securities.
 
                                      B-7
<PAGE>
    The amount payable upon the exercise of a put is normally (i) the Fund's
acquisition cost of the Municipal Securities (excluding any accrued interest
which the Fund paid on the acquisition), less any amortized market premium or
plus any amortized market or original issue discount during the period the Fund
owned the securities, plus (ii) all interest accrued on the securities since the
last interest payment date during that period.
 
    Puts on Municipal Securities may be acquired to facilitate the liquidity of
portfolio assets and the reinvestment of assets at a rate of return more
favorable than that of the underlying security. A Fund will generally acquire
puts only where the puts are available without the payment of any direct or
indirect consideration. However, if necessary or advisable, the Fund may pay for
puts either separately in cash or by paying a higher price for portfolio
securities which are acquired subject to the puts (thus reducing the yield to
maturity otherwise available for the same securities).
 
    TAXABLE MUNICIPAL SECURITIES--The Louisiana Fund and Tax Exempt Money Market
Fund may invest up to 20% of their net assets in Municipal Securities, such as
certain private activity or industrial revenue bonds, the interest on which is
not tax-exempt for Federal income tax purposes but which otherwise meet the
Fund's investment criteria.
 
SPECIAL CONSIDERATIONS REGARDING LOUISIANA MUNICIPAL SECURITIES
 
    All general obligations of the State of Louisiana, secured by the full faith
and credit of the State, are payable from the Bond Security and Redemption Fund
of the State and enjoy a first lien and privilege upon the funds in the Bond
Security and Redemption Fund. The State Constitution provides that, subject to
contractual obligations existing on January 1, 1975, all State money deposited
in the State Treasury is to be credited to the Bond Security and Redemption Fund
(except certain enumerated accepted monies) and that in each fiscal year, an
amount be allocated from the Bond Security and Redemption Fund sufficient to pay
all obligations that are secured by the full faith and credit of the State and
that become due and payable within the current fiscal year. For fiscal year
1997-98, the State Constitution prevents the State from issuing net State tax
supported debt in excess of 10.2% of projected State revenue.
 
    HISTORY AND STATUS OF THE LOUISIANA GENERAL FUND.  The State ended the
Fiscal Year 1992-93 with a positive undesignated fund balance in its General
Fund of approximately $101 million. During the First Extraordinary Session of
1994, $30.6 million of the surplus funds were utilized to cover known shortfalls
in current year program operations as follows: $23 million for sheriffs' housing
of State prisoners, $6 million for correctional programs, and $1.6 million for
the Office of Elderly Affairs.
 
    The State ended the Fiscal Year 1993-94 with an operating surplus of $129
million. This amount, together with the prior year fund balance of $101 million
and reserve changes, left an undesignated General Fund balance of approximately
$212.9 million.
 
    The State began Fiscal Year 1994-95 with a General Fund balance of $594
million. At the time the Comprehensive Annual Financial Report (the "CAFR") for
Fiscal Year 1993-94 was published, the undesignated fund balance was reflected
at $212 million. Subsequent to publication, it was determined that $106 million
of the $212 million was, in fact, designated for other mandated purposes and was
not available for general operating purposes. The remaining $106 million was
subsequently utilized prior to June 30, 1995 to structure a current portfolio
that was utilized to defease a portion of the State's Fiscal Year 1995-96
general obligation debt service requirements, which permitted an equivalent
amount of projected general fund revenues for Fiscal Year 1995-96 to be utilized
to cover normal operating costs.
 
    The State's General Fund had an operating loss (on a generally accepted
accounting principles basis) of $181 million in Fiscal Year 1994-95 (on a
budgetary basis, this balance would be reduced by those fund balances utilized
to structure the aforementioned portfolio). As a result of operations and
inventory valuation changes, the State General Fund balance, as of June 30,
1995, declined to $430 million, with an undesignated General Fund balance of
approximately $145 million. The $145 million was utilized prior to
 
                                      B-8
<PAGE>
June 30, 1996, to structure a current portfolio that was utilized to defease a
portion of the State's Fiscal Year 1996-97 general obligation debt service
requirement, which permitted an equivalent amount of projected general fund
revenue for Fiscal Year 1996-97 to be utilized in the defeasance of the
Louisiana Recovery District Bonds.
 
    The State's General Fund ended Fiscal Year 1995-96 with an undesignated fund
balance of approximately $318 million. Various options regarding the utilization
of this $318 million are being considered by the Administration.
 
    GENERAL FUND FISCAL YEAR 1996-97 BUDGET PROJECTIONS.  The current General
Fund expenditure authorization necessary to continue all existing programs
through Fiscal Year 1996-97 is approximately $5,271.9 million, inclusive of
currently known supplemental appropriations needs.
 
    The Revenue Estimating Conference met on January 29, 1997, and adopted its
revised estimate of revenues for Fiscal Year 1996-97 of $5,487.5 million. In
addition, State General Fund revenues of $12.6 million were carried forward from
Fiscal Year 1995-96, making a total of $5,500.1 million available for General
Fund expenditures in Fiscal Year 1996-97. The $228.2 million balance between
available revenues and projected expenditures is available for any lawful
purpose.
 
    In addition to State General Fund revenues, the Revenue Estimating
Conference now includes Lottery Proceeds in its forecast of revenues available
for general purpose expenditures. On the basis of comparison, since projected
Lottery Proceeds equal $99.9 million, the Fiscal Year 1996-97 revenue
projections may be restated as $5,600 million and the expenditures at $5,371.8
million.
 
    GENERAL FUND FISCAL YEAR 1996-97 CASH FLOW PROJECTIONS.  The State's cash
flow position for Fiscal Year 1996-97 improved in comparison to the State's cash
flow position for Fiscal Year 1995-96. Month-end balances for Fiscal Year
1996-97 show less pronounced fluctuations than in the previous fiscal year.
 
    The State has implemented procedures to deal with periods of actual or
projected temporary cash flow shortfalls. These procedures include: establishing
a cash management team, establishing a cash reserve to cover top priority cash
requirements (including debt service payments and payroll payments),
prioritizing other payments from the General Fund, and borrowing from available
balances in other legally authorized funds ("Interfund Borrowing"). Under
current law, Interfund Borrowing must be repaid within 45 days of the end of the
fiscal year.
 
    FISCAL YEAR 1997-98 BUDGET PROJECTIONS.  The Conference adopted, on January
29, 1997, its official forecast of revenues for Fiscal Year 1997-98 at $5,489.8
million of State General Fund monies plus $94.9 million in Lottery Proceeds, or
a total of $5,584.7 million as the basis for legislative enactment of the
operating budget during the 1997 Regular Session, which commences March 31,
1997.
 
    The State Office of Planning and Budget has determined that the funding
level required to support continuation level budgets in accordance with La. R.S.
39:29 for Fiscal Year 1997-98 is $5,777.6 million; and, therefore, on a
continuation basis, forecasted revenues would be approximately $192.9 million
short of the amount needed to continue State operations in Fiscal Year 1997-98
at a level equivalent to Fiscal Year 1996-97. It may be possible to close this
gap by providing standstill dollar recommendations in a number of expenditure
categories.
 
    SIGNIFICANT ITEM AFFECTING THE BUDGET--CASINO GAMING.  The Louisiana
Economic Development and Gaming Corporation (the "Gaming Corporation") was
created by Act 384 of the 1992 Regular Session ("Act 384") for the purpose of
contracting with a casino operator to provide for or furnish an official gaming
establishment and to conduct casino gaming operations at the official gaming
establishment (casino). Act 384 directs that the casino be located on the site
of the Rivergate Convention Center in New Orleans. Under the enabling
legislation and the casino contract, when the permanent casino is in operation,
the operator must pay a minimum of 18 1/2% of gross revenues, or $100 million
annually, whichever is higher; and gaming operations conducted at the temporary
casino must pay 25% of gross
 
                                      B-9
<PAGE>
revenues to Louisiana. Revenues generated from the land-based casino must be
transferred daily to the State Treasury for deposit in the Casino Gaming
Proceeds Fund. Such revenues will be first credited to the Bond Security and
Redemption Fund before being credited to the Casino Gaming Proceeds Fund. Monies
in the Casino Gaming Proceeds Fund may be allotted or expanded only pursuant to
legislative appropriation. The Corporation is required to deposit, on an annual
basis, into the Compulsive and Problem Gaming Fund, 1% of its operating account,
not to exceed $150,000.
 
    Leases with the City of New Orleans, Louisiana, and Harrah's Jazz Company
were signed to allow Harrah's Jazz Company to renovate and operate a temporary
casino facility in the Municipal Auditorium and to allow demolition for
construction of the casino at the Rivergate Convention Center site. The
operating contract was awarded to Harrah's Jazz Company, a partnership comprised
of three principals: Harrah's New Orleans; New Orleans/Louisiana Development
Corporation (Jazzville); and Grand Palais Corporation. Temporary operations
began in May, 1995 in the New Orleans Municipal Auditorium. Construction of the
permanent casino began at the site of the old Rivergate in the spring of 1995.
Monies paid to the State totaled $125.3 million in Fiscal Year 1994-95, which
included a $125 million initial payment required in the operating contract, and
approximately $12 million in Fiscal Year 1995-96; revenue performance was
significantly lower than original estimates by Harrah's Jazz Company.
 
    In November, 1995, Harrah's New Orleans filed voluntary bankruptcy under
Chapter 11 and the local investors, New Orleans/Louisiana Development
Corporation, filed for bankruptcy protection. The temporary casino closed on
November 22, 1995. Harrah's New Orleans' stated intentions are to seek
restructuring of Harrah's Jazz Company financing and renegotiate other
contractual terms. In the disclosure statement, it is anticipated that the final
reorganization plan will have two equity partners, Harrah's Entertainment and
the Bondholders. The Revenue Estimating Conference has not included any revenue
from land based casino gaming in the official forecast for Fiscal Year 1996-97
and Fiscal Year 1997-98. At this time, the situation has not been resolved, and
it is not possible to determine whether construction on the permanent casino
will be completed and the casino opened for operation.
 
THE LOUISIANA ECONOMY
 
    The following data provides a synopsis of the current condition of the State
of Louisiana's economy.
 
    OVERVIEW.  The State's Department of Economic Development (the "Department")
has consistently worked to promote increased diversification of the State's
economy, enhancing economic opportunities from both new and existing businesses.
 
    Louisiana continues to actively pursue and encourage both private and public
economic development research efforts. Louisiana State University (LSU), a
Carnegie-Mellon Research Institution, has constructed the Center for Advanced
Microstructures and Devices (CAMD) in Baton Rouge, and an adjacent research park
is envisioned. The Pennington Biomedical Research Center is a $26 million
facility dedicated to nutrition and preventative medicine, associated with LSU,
the LSU Agricultural Center and the LSU Medical Center.
 
    According to the Department, Louisiana's economy in 1996 experienced steady
growth with employment increasing at approximately 1.4%. Employment in
Louisiana's manufacturing sector grew 0.2%. Although the manufacturing sector is
small, employing approximately 10.5% of the workforce, the capital intensive
chemical and energy industries are important components of the State's economy,
and in 1996 much of the payroll strength came via recovery in the petrochemical
industries. Strong product demand both domestically and internationally fueled
considerable gain. In 1997, the petrochemical industries will continue to supply
significant strength to the Louisiana economy. In addition, Avondale Shipyards
(a large Louisiana concern) has one of the largest backlogs in the company's
history, and a $20 million modernization and equipment program should secure
future orders. About 300 new jobs are expected to be created in the coming year
from construction of three Direct Reduction Iron facilities with around $700
million in total investment in Louisiana. Employment in the service industry is
expected to increase moderately in
 
                                      B-10
<PAGE>
1997 with business services leading other sectors. Because of consolidation and
downsizing in hotels and casinos, employment fell 4% in these sectors.
Consolidation in the health services industry resulted in a one percent loss of
jobs. The outlook for the coming year is stabilization in the recreation and
health services. Hotel occupancy remained high in 1996, and these levels should
continue. Capacity of hotels in the New Orleans area increased 15% in 1996
creating concerns about overbuilding. Overall retail growth was slow during
1996. Automobile sales were comparatively weak. Retail sales in 1997 should
remain in line with the overall state income which should rise modestly.
 
    TOURISM.  The State's Image Advertising Campaign in Louisiana (the Image
Campaign) has contributed to the success Louisiana tourism is experiencing. The
results are more visitors to Louisiana and more tourism dollars spent in the
state. In 1995, the State broke its own record for achieving both the most out-
of-state visitors to Louisiana and highest out-of-state visitor spending, as
measured by the United States Travel Data Center. By the end of 1995, Louisiana
had hosted a record 23.1 million people, who made an impact of $6.6 billion on
Louisiana's economy and generated $450 million in State and local taxes.
Overall, travel expenditures increased a healthy 9% over 1994, according to a
study by the United States Travel Data Center. Louisiana has the second
fastest-growing tourism economy in the United States. Over 100,000 jobs in
Louisiana are attributed to visitor spending, accounting for almost 6% of total
employment in Louisiana. Tourism is the second largest industry in the State.
 
    CHEMICAL INDUSTRY.  Chemical industries have among the highest sales,
earnings, and job multiplier impacts of any sector in manufacturing. Because the
average chemical firm is so large, it tends to create many more spillover jobs
than typical plants in other sectors. The estimated overall job multiplier for
the industry is 6.7. The chemical industry, with 30,400 wage and salary
employees as of March, 1996, is the largest single employer in the Louisiana
manufacturing sector. Ninety-two percent of these workers are employed (1) in
the corridor between Baton Rouge and New Orleans and (2) in Lake Charles, but
chemical industries exist in 41 of the State's 64 parishes. At $1,022 per week
(approximately $53,144 a year), the chemical industry pays the second highest
wage rates in the manufacturing sector. Chemical industry wages are 66 percent
higher than the average wage in manufacturing.
 
    In 1996, Louisiana's chemical industry employed 26.0% of the State's
manufacturing workers. Other industries in the State that rely on the chemical
industry for a significant portion of their inputs employed at least 202,020
workers. The State's chemical workers earned average wages and salaries of
$53,144, higher than manufacturing as a whole, 175% higher than the State's
overall average, second among all the states in 1996. In 1993, Louisiana's
chemical workers were among the most productive in the country; output per
worker in the State's chemical industry was 15% above the industry's national
average, and 194% higher than the overall state average. The value of the
State's chemical shipments totaled $21.2 billion in 1994, up 17.4% from the 1993
level of $18.1 billion. U.S. chemical exports from Louisiana totaled $7.0
billion in 1994.
 
    LOUISIANA'S OIL AND GAS STATUS AND OUTLOOK.  South and Offshore Louisiana
continue to experience activity gains in the oil and gas sector that began in
early 1994. Future activity gains appear assured based on future indicators.
Clerk of Court lease filings continue to increase. State lease bonus monies have
steadily increased since 1994. In 1994, Louisiana received $15 million, in 1995,
$32 million, and in 1996, $40 million. In 1997, Louisiana is expected to receive
$40 million. Day rates for rigs have risen 10-50 percent during the past two
years compared to the previous two years. Gulf Coast drilling costs have dropped
to approximately $4.20 per barrel of oil equivalent--the lowest level since
these industry surveys have been conducted, and are now less than the worldwide
average. Rowan Companies' survey of industry CEO ranks the Gulf of Mexico basin
as one of the three hottest prospect areas in the world for the next several
years behind Latin America and East Asia.
 
                                      B-11
<PAGE>
    Tax incentives for drilling granted by the State have had additional
positive impact in attracting capital and directly generating 1,600 new jobs at
an average weekly salary of $793--well above the statewide average wage rate.
The new royalty relief granted by the federal government for deep water
exploration will have an impact although it is not expected for two to three
years due to long-term planning requirements for this environment. Still, three
major deep water gas discoveries last year resulted in the U.S. Department of
Energy revisions to national gas reserves from a negative to a positive. Reserve
base in deep water could approach that of Prodhoe Bay, although most will be gas
not oil.
 
    SHIPPING AND PORTS.  Given Louisiana's strategic location at the mouth of
the Mississippi River and on the Gulf of Mexico, the port and maritime industry
is one of the State's most important economic generators. The Louisiana port
system serves as one of the major gateways not only to Louisiana but to the
entire mid-section of the United States. The ports not only serve as the means
by which cargo comes into and flows out of the country, but they also serve as
major economic catalysts for the economy of the state. The ports create a large
number of economic opportunities related to the servicing of the vessels that
call on the ports. They also act as a magnet for attracting warehousing and
manufacturing firms that use the ports to import raw materials into the area or
export finished products out of the area. The Louisiana port system, including
both deepwater ports and shallow draft ports, is one of the largest port systems
in the world, bring in millions of tons of cargo into and out of the country.
 
    Ports in Louisiana are among the busiest in the world, moving more than a
billion tons of cargo annually to and from the United States and Central and
South America, Africa, the Pacific Rim, the Middle East, the Baltic States,
Europe and all points in between. The State's top five ports combined handle
more than 485 million tons of cargo annually--more than any single U.S. port.
The total economic impact of ports constitutes 21 percent of the total Louisiana
gross product and produced 4.7 percent of all personal income in the state. The
port industry and port users generated a total economic impact of more than
$21.9 billion in the State in 1994.
 
    Ports and firms located in the State because of ports generated more than
$310 million in state and local taxes during 1994. Port-related activities
generated more than $209 million in tax revenue in the State in 1994. During the
same period ports and port users generated more than $101.1 million in tax
revenue for local governments. These are recurring revenues that will continue
and increase as port activities increase.
 
OPTIONS ON SECURITIES AND INDICES
 
    OPTIONS--The Fixed Income Funds and the Equity Funds may trade put and call
options on permitted investments and related indices to a limited extent. Among
the strategies the Adviser may use for a Fund are: buying protective puts on
securities owned by the Fund, buying fiduciary calls on securities the Fund is
attempting to buy, and writing covered calls on securities the Fund owns.
 
    A Fund may buy protective put options. The Fund may benefit from buying the
protective put if the price of the security already held by the Fund falls
during the option period, because the Fund may exercise the put and receive the
higher exercise price for its security. However, if the security rises in value,
the Fund will have paid a premium for the put which will expire unexercised.
 
    A Fund may buy fiduciary call options on securities that the Fund is trying
to buy. The Fund may benefit from buying the fiduciary call if the price of the
underlying security rises during the option period, because the Fund may
exercise the call and buy the security for the lower exercise price. If,
however, the security falls in value, the Fund will have paid a premium for the
call which will expire worthless, but will be able to buy the security at a
lower price.
 
    A Fund may write covered call options. The advantage to the Fund of writing
covered call options is that the Fund receives additional income in the form of
the premium. However, if the security rises in value, the Fund may not fully
participate in that market appreciation.
 
                                      B-12
<PAGE>
    During the option period, a covered call option writer may be assigned an
exercise notice by the broker-dealer through whom such call option was sold
requiring the writer to deliver the underlying security against payment of the
exercise price. This obligation is terminated upon the expiration of the option
period or at such earlier time in which the writer effects a closing
transaction. A closing transaction cannot be effected with respect to an option
once the option writer has received an exercise notice for such option.
 
    The market value of an option generally fluctuates with the market price of
an underlying security. Other principal factors affecting market value include
supply and demand, interest rates, the pricing volatility of the underlying
security and the time remaining until the expiration date.
 
    RISK FACTORS IN OPTIONS TRANSACTIONS--The successful use of a Fund's options
strategies depends on, among other things, the Adviser's ability 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 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 risk differs from
the risk involved 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 the Adviser deems it desirable to do so. Although
a Fund will take an option position only if the Adviser believes a liquid
secondary market exists for the option, there is no assurance that such a market
does or will continue to exist. If a secondary trading market in options were to
become unavailable, a Fund could no longer engage in closing transactions; even
when a liquid secondary market does generally exist, there can be no assurance
that a Fund will be able to effect a closing transaction on a given option at
any particular time or at an acceptable price. 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 purchaser or writer of an
option will be unable to close out its position until options 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
options 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.
 
                                      B-13
<PAGE>
FUTURES CONTRACTS ON SECURITIES; OPTIONS ON FUTURES
 
    SECURITIES FUTURES CONTRACTS--Each Fixed Income Fund and Equity Fund may
enter into futures contracts on securities, including securities indexes. A
futures contract sale creates an obligation by the seller to deliver the type of
instrument called for in the contract in a specified delivery month for a stated
price. A futures contract purchase creates an obligation by the purchaser to
take delivery of the type of instrument called for in the contract in a
specified delivery month at a stated price. Futures contracts are traded in the
United States only on commodities exchanges or boards of trade, known as
"contract markets," approved for such trading by the Commodity Futures Trading
Commission, and must be executed through a futures commission merchant, or
brokerage firm, that is a member of the relevant contract market.
 
    Although futures contracts by their terms call for actual delivery or
acceptance of securities, the contracts usually are closed out before the
settlement date without the making or taking of delivery. A Fund may elect to
close some or all of its futures positions at any time prior to their
expiration. The purpose of making such a move would be to reduce or eliminate
the hedge position then currently held by the Fund. Closing out a futures
contract sale (purchase) is effected by purchasing (selling) a futures contract
for the same aggregate amount of the specific type of financial instrument with
the same delivery date. If the price of the initial sale of the futures contract
exceeds the price of the offsetting purchase, the seller is paid the difference
and realizes a gain; if the offsetting purchase price exceeds the initial sale
price, the seller realizes a loss. If the offsetting sale price exceeds the
purchase price, the purchaser realizes a gain; if the purchase price exceeds the
offsetting sale price, the purchaser realizes a loss.
 
    When a Fund purchases or sells a futures contract, it does not pay or
receive the purchase price; instead, the Fund is required to deposit an "initial
margin" in the form of cash and/or U.S. Government securities with its custodian
in a segregated account in the name of the futures broker. The nature of initial
margin in futures transactions is different from that of margin in security
transactions in that futures contract margin does not involve the borrowing of
funds by the Fund to finance the transactions. Rather, initial margin is in the
nature of a performance bond or good faith deposit on the contract that is
returned to the Fund upon termination of the futures contract, assuming all
contractual obligations have been satisfied. Futures contracts also involve
brokerage costs, and closing transactions involve additional commission costs.
 
    Subsequent payments, called "variation margin," to and from the broker are
made on a daily basis as the price of the underlying security fluctuates, making
the long and short positions in the futures contract more or less valuable, a
process known as "marking to market." Final determinations of variation margin
are made when a Fund enters into a closing transaction.
 
    OPTIONS ON SECURITIES FUTURES CONTRACTS--Each Fixed Income Fund and Equity
Fund may enter into written options on securities futures contracts. A Fund may
purchase and write call and put options on the futures contracts it may buy or
sell, and may enter into closing transactions with respect to such options to
terminate existing positions. A Fund may use such options on futures contracts
in lieu of writing options directly on the underlying securities or purchasing
and selling the underlying futures contracts. Such options generally operate in
the same manner as options purchased or written directly on the underlying
investments. See the section titled "Options on Securities," above.
 
    The Fund holding or writing an option on futures may terminate its position
by selling or purchasing an offsetting option. There can be no guarantee that
such closing transactions will be available.
 
    A Fund will be required to deposit initial margin and maintenance margin
with respect to put and call options on futures contracts pursuant to brokers'
requirements similar to those described above.
 
    COVER FOR OPTIONS AND FUTURES CONTRACT POSITIONS--Transactions using futures
contracts and options (other than options that a Fund has purchased) expose a
Fund to an obligation to another party. A Fund will not enter into any such
transactions unless it owns either (1) an offsetting
 
                                      B-14
<PAGE>
("covered") position in securities or other options or futures contracts or (2)
cash, receivables and short-term debt securities with a value sufficient at all
times to cover its potential obligations not covered as provided in (1) above.
Each Fund will comply with Securities and Exchange Commission guidelines
regarding cover for these instruments and, if the guidelines so require, set
aside cash, U.S. Government securities or other liquid, high-grade debt
securities in a segregated account with its Custodian in the prescribed amount.
 
    Assets used as cover or held in a segregated account cannot be sold while
the position in the corresponding futures contract or option is open, unless
they are replaced with similar assets. As a result, the commitment of a large
portion of a Fund's assets to cover or to segregated accounts could impede
portfolio management or the Fund's ability to meet redemption requests or other
current obligations.
 
    RISKS OF FUTURES CONTRACTS AND OPTIONS TRANSACTIONS--Successful use of
securities futures contracts by a Fund is subject to the Adviser's ability to
correctly predict movements in the direction of interest rates and other factors
affecting securities markets.
 
    The purchase of options on futures contracts involves less risk to a Fund
than does the purchase or sale of futures contracts, because the maximum amount
at risk is the premium paid for the options (plus transaction costs). However,
there may be circumstances when the purchase of an option on a futures contract
would result in a loss to a Fund when the purchase or sale of the futures
contract would not, such as when there is no movement in the price of the hedged
investments. The writing of an option on a futures contract involves risks
similar to the risks, described above under "Options on Securities," involved in
the writing of options on securities.
 
    There can be no assurance that higher-than-anticipated trading activity or
other unforeseen events will not, at times, render certain market clearing
facilities inadequate and thereby result in the institution by exchanges of
special procedures which may interfere with the timely execution of customer
orders.
 
    Under certain circumstances, futures exchanges may establish daily limits on
the amount that the price of a future contract or option thereon can vary from
the previous day's settlement price; once that limit is reached, no trades may
be made that day at a price beyond the limit. Daily price limits do not limit
potential losses because prices could move to the daily limit for several
consecutive days with little or no trading, thereby preventing the liquidation
of unfavorable positions.
 
    If a Fund were unable to liquidate a futures contract or option thereon due
to the absence of a liquid secondary market or the imposition of price limits,
it could incur substantial losses. The Fund would continue to be subject to
market risk with respect to the position. In addition, except in the case of
purchased options, the Fund would be required to make daily variation margin
payments and might be required to maintain the position being hedged by the
futures contract or option or to maintain cash or securities in a segregated
account.
 
    To reduce or eliminate a hedge position it holds, a Fund may seek to close
out that position. The ability to establish and close out positions will be
subject to the development and maintenance of a liquid secondary market. There
can be no assurance that such a market does or will continue to exist for a
particular futures contract or option. Reasons for the absence of a liquid
secondary market on an exchange include the following: (i) there may be
insufficient trading interest in certain contracts or options; (ii) restrictions
may be imposed by an exchange on opening transactions or closing transactions or
both; (iii) trading halts, suspensions or other restrictions may be imposed with
respect to particular classes or series of contracts or options, or underlying
securities; (iv) unusual or unforeseen circumstances may interrupt normal
operations on an exchange; (v) the facilities of an exchange or a clearing
corporation may not at all times be adequate to handle current trading volume;
or (vi) one or more exchanges could, for economic or other reasons, decide or be
compelled at some future date to discontinue the trading of contracts or options
(or a particular class or series of contracts or options), in which event the
secondary market on that exchange (or in the class or series of contracts or
options) would cease to exist, although
 
                                      B-15
<PAGE>
outstanding contracts or options on the exchange that had been issued by a
clearing corporation as a result of trades on that exchange would continue to be
exercisable in accordance with their terms.
 
FOREIGN SECURITIES
 
    The Equity Funds may invest in U.S. dollar denominated obligations or
securities of foreign issuers. Permissible investments may consist of
obligations of foreign branches of U.S. banks and of foreign banks, including
European certificates of deposit, European time deposits, Canadian time deposits
and Yankee certificates of deposit, and investments in Canadian commercial
paper, foreign securities and Europaper. The Strategic Income Bond Fund may
invest in obligations issued by the Canadian Government.
 
    In addition, the Equity Funds may invest in the securities of foreign
issuers in the form of American Depositary Receipts ("ADRs"). ADRs are receipts,
typically issued by a U.S. bank or trust company, that evidence ownership of
underlying securities issued by a foreign corporation. ADRs may not necessarily
be denominated in the same currency as the securities into which they may be
converted. ADRs may be available for investment through sponsored or unsponsored
facilities. A sponsored facility is established jointly by the issuer of the ADR
and the issuer of the security underlying the ADR, whereas a depository may
establish an unsponsored facility without the participation of the issuer of the
underlying security. Depositaries establishing unsponsored facilities may not be
obliged to pass on to ADR holders either voting rights on the underlying
securities or shareholder communications received from the issuer of the
underlying securities, and holders of unsponsored ADRs generally bear all costs
of the unsponsored facility.
 
    Foreign securities 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 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.
 
WHEN-ISSUED SECURITIES
 
    Each Fund, except for the Value Equity, Growth Equity, Institutional Money
Market, and Treasury Securities Money Market Funds and the International Equity
Portfolio, may purchase debt obligations on a when-issued basis, in which case
delivery and payment normally take place on a future date. The Funds will make
commitments to purchase obligations on a when-issued basis only with the
intention of actually acquiring the securities, but may sell them before the
settlement date. During the period prior to the settlement date, the securities
are subject to market fluctuation, and no interest accrues on the securities to
the purchaser. The payment obligation and the interest rate that will be
received on the securities at settlement are each fixed at the time the
purchaser enters into the commitment. Purchasing obligations on a when-issued
basis may be used as a form of leveraging because the purchaser may accept the
market risk prior to payment for the securities. The Funds, however, will not
use such purchases for leveraging; instead, as disclosed in the Prospectus, a
Fund will set aside assets to cover its commitments. If the value of these
assets declines, the Fund will place additional liquid assets aside on a daily
basis so that the value of the assets set aside is equal to the amount of the
commitment.
 
                                      B-16
<PAGE>
SECURITIES LENDING
 
    Each Fund, except the Treasury Securities Money Market Fund and
Institutional Money Market Fund, may lend securities pursuant to agreements
requiring that the loans be continuously secured by cash, U.S. Government
securities, or any combination of cash and such securities, as collateral equal
to 100% of the market value at all times of the securities lent. Such loans will
not be made if, as a result, the aggregate amount of all outstanding securities
loans for the Fund exceed one-third of the value of a Fund's total assets taken
at fair market value. A Fund will continue to receive interest on the securities
lent while simultaneously earning interest on the investment of the cash
collateral in U.S. Government securities. However, a Fund will normally pay
lending fees to such broker-dealers and related expenses from the interest
earned on invested collateral. Investments made with this collateral are
considered to be assets of the Fund and must comply with the Fund's investment
limitations. There may be risks of delay in receiving additional collateral or
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 are made only to borrowers deemed by the Adviser to be of good standing
and when, in the judgment of the Adviser, the consideration which can be earned
currently from such securities loans justifies the attendant risk. Any loan may
be terminated by either party upon reasonable notice to the other party. The
Funds may use the Distributor or a broker-dealer affiliate of the Adviser as a
broker in these transactions.
 
INVESTMENT COMPANY SHARES
 
    Each Fund may invest in shares of other investment companies, to the extent
permitted by applicable law and subject to certain restrictions. These
investment companies typically incur fees that are separate from those fees
incurred directly by the Fund. A Fund's purchase of such investment company
securities results in the layering of expenses, such that shareholders would
indirectly bear a proportionate share of the operating expenses of such
investment companies, including advisory fees, in addition to paying Fund
expenses. Under applicable regulations, a Fund, other than a Feeder Fund
(currently, the Small Cap Equity and International Equity Funds), is prohibited
from acquiring the securities of another investment company if, as a result of
such acquisition: (1) the Fund owns more than 3% of the total voting stock of
the other company; (2) securities issued by any one investment company represent
more than 5% of the Fund's total assets; or (3) securities (other than treasury
stock) issued by all investment companies represent more than 10% of the total
assets of the Fund. See also "Investment Limitations."
 
                             INVESTMENT LIMITATIONS
 
I.  INVESTMENT LIMITATIONS OF THE FUNDS
 
    Each Fund is subject to a number of fundamental investment restrictions that
may be changed only by a vote of a majority of the outstanding shares of that
Fund. A "majority of the outstanding shares" of the Trust or a particular Fund
means the affirmative vote, at a meeting of shareholders duly called, of the
lesser of (a) 67% or more of the votes of shareholders of the Trust or such Fund
present at a meeting at which the holders of more than 50% of the votes
attributable to shareholders of record of the Trust or such Fund are represented
in person or by proxy, or (b) the holders of more than 50% of the outstanding
votes of shareholders of the Trust or such Fund. The fundamental investment
limitations for each Portfolio are described separately.
 
Pursuant to these investment restrictions, no Fund will:
 
 1. Purchase securities of any one issuer, other than obligations issued or
    guaranteed by the U.S. Government or its agencies and instrumentalities and
    repurchase agreements involving such securities, if, immediately after such
    purchase, more than 5% of the value of its total assets would be invested in
    any one issuer, or more than 10% of the outstanding voting securities of
    such issuer; PROVIDED that (1) this restriction does not apply to the
    Louisiana Fund, (2) for the Government Securities Fund and the Equity Funds,
    this restriction applies to only 75% of such Fund's assets, and
 
                                      B-17
<PAGE>
    (3) the Money Market Funds may invest up to 25% of its total assets without
    regard to this restriction only as permitted by applicable laws and
    regulations. For purposes of this limitation, a security is considered to be
    issued by the government entity (or entities) whose assets and revenues back
    the security; with respect to a private activity bond that is backed only by
    the assets and revenues of a non-governmental user, a security is considered
    to be issued by such non-governmental user. For purposes of this limitation,
    all debt securities are each considered as one class.
 
 2. Invest in companies for the purpose of exercising control.
 
 3. Borrow money except for temporary or emergency purposes and then only in an
    amount not exceeding one-third of the value of total assets. Any borrowing
    will be done from a bank and to the extent that such borrowing exceeds 5% of
    the value of the Fund's assets, asset coverage of at least 300% is required.
    In the event that such asset coverage shall at any time fall below 300%, the
    Fund shall, within three days thereafter or such longer period as the
    Securities and Exchange Commission may prescribe by rules and regulations,
    reduce the amount of its borrowings to such an extent that the asset
    coverage of such borrowings shall be at least 300%. This borrowing provision
    is included solely to facilitate the orderly sale of portfolio securities to
    accommodate heavy redemption requests if they should occur and is not for
    investment purposes. All borrowings will be repaid before making additional
    investments and any interest paid on such borrowings will reduce income.
 
 4. Pledge, mortgage or hypothecate assets except to secure temporary borrowings
    permitted by (3) above in aggregate amounts not to exceed 10% of total
    assets taken at current value at the time of the incurrence of such loan,
    except as permitted with respect to securities lending.
 
 5. Purchase or sell real estate, real estate limited partnership interests,
    commodities or commodities contracts (except that the Fixed Income and
    Equity Funds may invest in futures contracts and options on futures
    contracts as disclosed in the Prospectuses) and interests in a pool of
    securities that are secured by interests in real estate (except that the
    Fixed Income Funds may invest in mortgage-backed securities, including
    collateralized mortgage obligations, as disclosed in the Prospectus).
    However, subject to their permitted investments, any Fund may invest in
    companies which invest in real estate commodities or commodities contracts.
 
 6. Make short sales of securities, maintain a short position or purchase
    securities on margin, except that the Trust may obtain short-term credits as
    necessary for the clearance of security transactions; this limitation shall
    not prohibit short sales "against the box."
 
 7. Act as an underwriter of securities of other issuers except as it may be
    deemed an underwriter under Federal securities laws in selling a Fund
    security.
 
 8. Purchase securities of other investment companies except as permitted by the
    1940 Act, and the rules and regulations thereunder.
 
 9. Issue senior securities (as defined in the 1940 Act) except in connection
    with permitted borrowings as described above or as permitted by rule,
    regulation or order of the Securities and Exchange Commission.
 
 10. 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 the Prospectus and this Statement of Additional Information.
 
                            NON-FUNDAMENTAL POLICIES
 
    No Fixed Income Fund or Equity Fund may invest in illiquid securities in an
amount exceeding, in the aggregate, 15% of that Fund's net assets, and the Money
Market Funds may not invest in illiquid securities in an amount exceeding, in
the aggregate, 10% of each Funds' net assets. An illiquid security is a security
which cannot be disposed of promptly (within seven days) and in the usual course
of business without a
 
                                      B-18
<PAGE>
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.
 
    No Fund may invest in interests in oil, gas or other mineral exploration or
development programs or oil, gas or mineral leases.
 
    With the exception of the limitations that apply to illiquid securities, the
foregoing percentages will apply at the time of the purchase of a security and
shall not be considered violated unless an excess occurs or exists immediately
after and as a result of a purchase of such security.
 
II.  INVESTMENT LIMITATIONS OF THE SMALL CAP GROWTH PORTFOLIO
 
    The investment limitations of Small Cap Growth Portfolio, the Portfolio in
which the Small Cap Equity Fund expects to invest up to 100% of its assets, are
separate from those of the Small Cap Equity Fund.
 
The Small Cap Growth Portfolio may not:
 
 1. Borrow money in an amount exceeding 33 1/3% of the value of its total
    assets, provided that, for purposes of this limitation, investment
    strategies which either obligate the Portfolio to purchase securities or
    require the Portfolio to segregate assets are not considered to be
    borrowings. To the extent that its borrowings exceed 5% of its assets, (i)
    all borrowings will be repaid before making additional investments and any
    interest paid on such borrowings will reduce income; and (ii) asset coverage
    of at least 300% is required.
 
 2. Make loans if, as a result, more than 33 1/3% of its total assets would be
    loaned to other parties, except that the Portfolio may (i) purchase or hold
    debt instruments in accordance with its investment objective and policies;
    (ii) enter into repurchase agreements; and (iii) lend its securities.
 
 3. Purchase or sell real estate, physical commodities, or commodities
    contracts, except that the Portfolio may purchase (i) marketable securities
    issued by companies which own or invest in real estate (including real
    estate investment trusts), commodities, or commodities contracts; and (ii)
    commodities contracts relating to financial instruments, such as financial
    futures contracts and options on such contracts.
 
 4. Issue senior securities (as defined in the 1940 Act) except as permitted by
    rule, regulation or order of the Securities and Exchange Commission (the
    "SEC").
 
 5. Act as an underwriter of securities of other issuers except as it may be
    deemed an underwriter in selling a portfolio security.
 
 6. Invest in interests in oil, gas, or other mineral exploration or development
    programs and oil, gas or mineral leases.
 
    The foregoing percentages will apply at the time of the purchase of a
security and shall not be considered violated unless an excess or deficiency
occurs immediately after or as a result of a purchase of such security. These
investment limitations and the investment limitations in each of the Portfolio's
Prospectus are fundamental policies of SIMT Trust and may not be changed without
shareholder approval.
 
                            NON-FUNDAMENTAL POLICIES
 
    The following investment limitations are non-fundamental policies of SIMT
and may be changed without shareholder approval.
 
The Small Cap Growth Portfolio may not:
 
 1. Pledge, mortgage or hypothecate assets except to secure borrowings permitted
    by the Portfolio's fundamental limitation on borrowing.
 
                                      B-19
<PAGE>
 2. Invest in companies for the purpose of exercising control.
 
 3. Purchase securities on margin or effect short sales, except that the
    Portfolio may (i) obtain short-term credits as necessary for the clearance
    of security transactions; (ii) provide initial and variation margin payments
    in connection with transactions involving futures contracts and options on
    such contracts; and (iii) make short sales "against the box" or in
    compliance with the SEC's position regarding the asset segregation
    requirements imposed by Section 18 of the 1940 Act.
 
 4. Invest its assets in securities of any investment company, except as
    permitted by the 1940 Act or an order of exemption therefrom.
 
 5. Purchase or hold illiquid securities, I.E., securities that cannot be
    disposed of for their approximate carrying value in seven days or less
    (which term includes repurchase agreements and time deposits maturing in
    more than seven days) if, in the aggregate, more than 15% of its net assets
    would be invested in illiquid securities.
 
 6. Purchase securities which are not readily marketable, if, in the aggregate,
    more than 15% of its total assets would be invested in such securities.
 
    Under rules and regulations, established by the SEC, the Portfolio is
prohibited from acquiring the securities of other investment companies if, as a
result of such acquisition, the Portfolio owns more than 3% of the total voting
stock of the company; securities issued by any one investment company represent
more than 5% of the total Portfolio's assets; or securities (other than treasury
stock) issued by all investment companies represent more than 10% of the total
assets of the Portfolio. The Portfolio's purchase of such investment company
securities results in the bearing of expenses such that shareholders would
indirectly bear a proportionate share of the operating expenses of such
investment companies, including advisory fees.
 
    Each of the foregoing percentage limitations (except with respect to the
limitation on investing in illiquid securities) apply at the time of purchase.
These limitations are non-fundamental and may be changed by the Trust's Board of
Trustees without a vote of shareholders.
 
III.  INVESTMENT LIMITATIONS OF THE INTERNATIONAL EQUITY PORTFOLIO
 
    The investment limitations of the International Equity Portfolio, the
Portfolio in which the International Equity Fund expects to invest up to 100% of
its assets, are separate from those of the International Equity Fund.
 
The International Equity Portfolio may not:
 
 1. Make loans if, as a result, more than 33 1/3% of its total assets would be
    lent to other parties, except that the Portfolio may (i) purchase or hold
    debt instruments in accordance with its investment objective and policies;
    (ii) enter into repurchase agreements; and (iii) lend its securities.
 
 2. Purchase or sell real estate, physical commodities, or commodities
    contracts, except that the Portfolio may purchase (i) marketable securities
    issued by companies which own or invest in real estate (including real
    estate investment trusts), commodities, or commodities contracts, and (ii)
    commodities contracts relating to financial instruments, such as financial
    futures contracts and options on such contracts.
 
 3. Act as an underwriter of securities of other issuers except as it may be
    deemed an underwriter in selling a portfolio security.
 
 4. Issue senior securities (as defined in the 1940 Act), except as permitted by
    rule, regulation or order of the SEC.
 
                                      B-20
<PAGE>
 5. Invest in interests in oil, gas or other mineral exploration or development
    programs and oil, gas or mineral leases.
 
    The foregoing percentages will apply at the time of the purchase of a
security and shall not be violated unless an excess or deficiency occurs,
immediately after or as a result of a purchase of such security.
 
    These investment limitations and the investment limitations in the
Prospectuses are fundamental policies of SIT and may not be changed without
shareholder approval.
 
                            NON-FUNDAMENTAL POLICIES
 
    The following investment limitations are non-fundamental policies of SIT and
may be changed without shareholder approval.
 
The International Equity Portfolio may not:
 
 1. Pledge, mortgage or hypothecate assets except to secure borrowings permitted
    by the Portfolio's fundamental limitation on borrowing.
 
 2. Invest in companies for the purpose of exercising control.
 
 3. Purchase securities on margin or effect short sales, except that the
    Portfolio may (i) obtain short-term credits as necessary for the clearance
    of security transactions, (ii) provide initial and variation margin payments
    in connection with transactions involving futures contracts and options on
    such contracts, and (iii) make short sales "against the box" or in
    compliance with the SEC's position regarding the asset segregation
    requirements of Section 18 of the 1940 Act.
 
 4. Purchase securities which are not readily marketable, if, in the aggregate,
    more than 15% of its total assets would be invested in such securities.
 
 5. Purchase or hold illiquid securities, I.E., securities that cannot be
    disposed of for their approximate carrying value in seven days or less
    (which term includes repurchase agreements and time deposits maturing in
    more than seven days) if, in the aggregate, more than 15% of its total
    assets would be invested in illiquid securities.
 
 6. Invest its assets in securities of any investment company, except as
    otherwise permitted by the 1940 Act.
 
 7. Purchase or retain securities of an issuer if, to the knowledge of SIT, an
    officer, trustee, partner or director of SIT or any investment adviser of
    SIT owns beneficially more than 1/2 of the 1% of the shares or securities of
    such issuer and all such officers, trustees, partners and directors owning
    more than 1/2 of 1% of such shares or securities together own more than 5%
    of such shares or securities.
 
 8. Purchase securities of any company which has (with predecessors) a record of
    less than three years continuing operations if, as a result, more than 5% of
    the total assets (taken at current value) would be invested in such
    securities.
 
    The foregoing percentages will apply at the time of the purchase of a
security and shall not be violated unless an excess or deficiency occurs,
immediately after or as a result of a purchase of such security. These
limitations are non-fundamental and may be changed by the Trust's Board of
Trustees without a vote of shareholders.
 
                                      B-21
<PAGE>
                          THE ADVISERS AND SUB-ADVISER
 
    The Trust and First National Bank of Commerce in New Orleans (the "Adviser")
have entered into separate advisory agreements (the "Advisory Agreements") dated
as of: November 12, 1996, with respect to the Strategic Income Bond Fund, Small
Cap Equity Fund and International Equity Fund; May 31, 1996, with respect to the
Tax Exempt Money Market Fund; and August 17, 1993, with respect to each of the
Trust's remaining Funds. Each Advisory Agreement provides that the Adviser shall
not be protected against any liability to the Trust or its shareholders by
reason of willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard of its obligations or
duties thereunder.
 
    The continuance of an Advisory Agreement, after the first two years, must be
specifically approved at least annually (i) by the vote of the Trustees, and
(ii) by the vote of a majority of the Trustees who are not parties to the
Agreement or "interested persons" of any party thereto, cast in person at a
meeting called for the purpose of voting on such approval. An Advisory Agreement
will terminate automatically in the event of its assignment, and is terminable
at any time without penalty by the Trustees of the Trust or, with respect to the
Funds by a majority of the outstanding shares of the appropriate Funds, on not
less than 30 days' nor more than 60 days' written notice to the Adviser, or by
the Adviser on 90 days' written notice to the Trust.
 
    For the fiscal years ended September 30, 1995, 1996 and 1997, the Funds paid
the following advisory fees:
 
<TABLE>
<CAPTION>
                                                       ADVISORY FEES PAID               ADVISORY FEES WAIVED
                                               ----------------------------------  -------------------------------
FUND                                              1995        1996        1997       1995         1996      1997
- ---------------------------------------------  ----------  ----------  ----------  --------     --------  --------
<S>                                            <C>         <C>         <C>         <C>          <C>       <C>
Treasury Securities Money Market Fund........  $1,460,920  $2,591,388  $3,517,218  $478,529     $250,908  $ 11,476
Government Securities Fund...................  $  433,013  $  724,413  $  852,086  $148,818     $121,599  $ 57,880
Balanced Fund................................  $  428,912  $  678,210  $  876,750  $143,749     $109,685  $ 40,982
Louisiana Tax-Free Income Fund...............  $    6,316  $   47,758  $   96,673  $ 27,116     $ 14,575  $  3,271
Value Equity Fund............................  $  284,586  $  539,947  $  872,210  $ 83,575     $ 36,348  $      0
Growth Equity Fund...........................      *       $   62,563  $  186,012     *         $  9,488  $  4,672
Institutional Money Market Fund..............  $        0  $   17,920  $   21,967  $  5,924(1)  $ 25,605  $ 64,598
Tax Exempt Money Market Fund.................      *       $   41,381  $  339,994     *         $ 31,001  $ 22,457
Strategic Income Bond Fund...................      *           *       $   27,992     *            *      $ 38,700
Small Cap Equity Fund........................      *           *       $    2,751     *            *      $  3,248
International Equity Fund....................      *           *       $    2,102     *            *      $  2,443
</TABLE>
 
- ------------------------
 
 * Not in operation during the period.
 
(1) In addition to waiving the full advisory fee for 1995, the Adviser
contributed $7,691.
 
    The Adviser has entered into a sub-advisory agreement (the "Sub-Advisory
Agreement") with Weiss, Peck & Greer, L.L.C. ("WPG") dated May 31, 1996 relating
to the Tax Exempt Money Market Fund.
 
    The continuance of the Sub-Advisory Agreement, after the first year, must be
specifically approved at least annually (i) by the vote of the Trustees, and
(ii) by the vote of a majority of the Trustees who are not parties to the
Agreement or "interested persons" of any party thereto, cast in person at a
meeting called for the purpose of voting on such approval. The Sub-Advisory
Agreement may be terminated by the Adviser, the Trust's Board of Trustees or by
a vote of the majority of the outstanding voting securities of the Fund at any
time, without the payment or any penalty, on sixty (60) days' written notice to
WPG and may be terminated at any time by ninety (90) days' written notice to the
Adviser of the Fund. This
 
                                      B-22
<PAGE>
Agreement will immediately terminate in the event of its assignment or upon
termination of the Sub-Advisory Agreement between the Adviser and the Trust with
regard to the Fund (As used in this Agreement, the terms "majority of the
outstanding voting securities," "interested persons" and "assignment" have the
same meaning of such terms in the 1940 Act).
 
    For the fiscal years ended September 30, 1996 and 1997, the Adviser paid the
following sub-advisory fees to WPG:
 
<TABLE>
<CAPTION>
                                                                            SUB-ADVISORY              SUB-ADVISORY
                                                                              FEE PAID                 FEE WAIVED
                                                                        --------------------  ----------------------------
FUND                                                                      1996       1997         1996           1997
- ----------------------------------------------------------------------  ---------  ---------  -------------  -------------
<S>                                                                     <C>        <C>        <C>            <C>
Tax Exempt Money Market Fund*.........................................  $  12,168  $  57,780    $       0      $       0
</TABLE>
 
- ------------------------
 
* WPG has been the Fund's sub-adviser since May 31, 1996.
 
                          SIMC AND THE MONEY MANAGERS
 
    SEI Investments Management Corporation ("SIMC") has received exemptive
relief from the SEC that permits SIMC, with the approval of the respective SIT
and SIMT Boards of Trustees, to retain Money Managers (sub-advisers) for a
Portfolio without submitting the sub-advisory agreement to a vote of the
Portfolio's shareholders. The relief permits the non-disclosure of amounts
payable by SIMC under such sub-advisory agreements.
 
SMALL CAP GROWTH PORTFOLIO
 
    The SIMT advisory agreement and certain of the sub-advisory agreements
provide that SIMC and each Money Manager shall not be protected against any
liability to SIMT or its shareholders by reason of willful misfeasance, bad
faith or gross negligence on its part in the performance of its duties, or from
reckless disregard of its obligations or duties thereunder. In addition, certain
of the sub-advisory agreements provide that the Money Manager shall not be
protected against any liability to SIMT or its shareholders by reason of willful
misfeasance, bad faith or negligence on its part in the performance of its
duties, or from reckless disregard of its obligations or duties thereunder.
 
    SIMC acts as the investment adviser to the Small Cap Growth Portfolio and
operates as a "manager of managers." As investment adviser, SIMC oversees the
investment advisory services provided to the Small Cap Growth Portfolio and
manages the cash portion of the Portfolio's assets. Pursuant to separate sub-
advisory agreements with SIMC, and under the supervision of SIMC and SIMT's
Board of Trustees, the Money Managers are responsible for the day-to-day
investment management of all or a discrete portion of the assets of the Small
Cap Growth Portfolio. The Money Managers are selected based primarily upon the
research and recommendations of SIMC, which evaluates quantitatively and
qualitatively each of the sub-investment adviser's styles and strategies.
Subject to the SIMT's Board review, SIMC allocates and, when appropriate,
reallocates the Portfolio's assets among Money Managers, monitors and evaluates
Money Manager performance, and oversees Money Managers compliance with the
Portfolio's investment objective, policies and restrictions. SIMC HAS THE
ULTIMATE RESPONSIBILITY FOR THE INVESTMENT PERFORMANCE OF THE SMALL CAP GROWTH
PORTFOLIO DUE TO ITS RESPONSIBILITY TO OVERSEE MONEY MANAGERS AND RECOMMEND
THEIR HIRING, TERMINATION AND REPLACEMENT.
 
    For the fiscal years ended September 30, 1995, 1996 and 1997, the Portfolio
paid the following advisory fees:
 
<TABLE>
<CAPTION>
                                                 ADVISORY              ADVISORY
                                             FEES PAID (000)      FEES WAIVED (000)
                                          ----------------------  ------------------
                                           1995    1996    1997   1995   1996   1997
                                          ------  ------  ------  ----   ----   ----
<S>                                       <C>     <C>     <C>     <C>    <C>    <C>
Small Cap Growth Portfolio..............  $1,493  $2,098  $2,675   $0     $0     $0
</TABLE>
 
                                      B-23
<PAGE>
    For the fiscal years ended September 30, 1995, 1996 and 1997, the Portfolio
paid the following sub-advisory fees:
 
<TABLE>
<CAPTION>
                                               SUB-ADVISORY          SUB-ADVISORY
                                             FEES PAID (000)      FEES WAIVED (000)
                                          ----------------------  ------------------
                                           1995    1996    1997   1995   1996   1997
                                          ------  ------  ------  ----   ----   ----
<S>                                       <C>     <C>     <C>     <C>    <C>    <C>
Small Cap Growth Portfolio..............  $  205  $1,574  $1,965   $0     $0     $0
</TABLE>
 
INTERNATIONAL EQUITY PORTFOLIO
 
    The advisory agreement and each sub-advisory agreement with respect to the
International Equity Portfolio provides that SIMC and each Money Manager shall
not be protected against any liability to SIT or its shareholders by reason of
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard of its obligations or
duties thereunder.
 
    SIMC acts as the investment adviser to the International Equity Portfolio
and operates as a "manager of managers." As investment adviser, SIMC oversees
the investment advisory services provided to the International Equity Portfolio
and manages the cash portion of the Portfolio's assets. Pursuant to separate
sub-advisory agreements with SIMC, and under the supervision of SIMC and the
Board of Trustees, the Money Managers are responsible for the day-to-day
investment management of all or a discrete portion of the assets of the
International Equity Portfolio. The Money Managers are selected based primarily
upon the research and recommendations of SIMC, which evaluates quantitatively
and qualitatively each of the sub-investment adviser's styles and strategies.
Subject to the SIT Board's review, SIMC allocates and, when appropriate,
reallocates the Portfolio's assets among Money Managers, monitors and evaluates
Money Manager performance, and oversees Money Manager compliance with the
Portfolio's investment objective, policies and restrictions. SIMC HAS THE
ULTIMATE RESPONSIBILITY FOR THE INVESTMENT PERFORMANCE OF THE INTERNATIONAL
EQUITY PORTFOLIO DUE TO ITS RESPONSIBILITY TO OVERSEE MONEY MANAGERS AND
RECOMMEND THEIR HIRING, TERMINATION AND REPLACEMENT.
 
    For the fiscal years ended February 28, 1995, February 29, 1996, and
February 28, 1997, the International Equity Portfolio paid the following
advisory fees:
 
<TABLE>
<CAPTION>
                                                 ADVISORY              ADVISORY
                                             FEES PAID (000)      FEES WAIVED (000)
                                          ----------------------  ------------------
                                           1995    1996    1997   1995   1996   1997
                                          ------  ------  ------  ----   ----   ----
<S>                                       <C>     <C>     <C>     <C>    <C>    <C>
International Equity Portfolio..........  $1,516  $1,524(1) $2,336  $0    $0(1) $223
</TABLE>
 
    For the fiscal years ended February 28, 1995, February 29, 1996, and
February 28, 1997, the International Equity Portfolio paid the following
sub-advisory fees:
 
<TABLE>
<CAPTION>
                                              SUB-ADVISORY         SUB-ADVISORY
                                            FEES PAID (000)     FEES WAIVED (000)
                                          --------------------  ------------------
                                           1995   1996   1997   1995   1996   1997
                                          ------  ----  ------  ----   ----   ----
<S>                                       <C>     <C>   <C>     <C>    <C>    <C>
International Equity Portfolio..........    *     $906  $1,389   *      $0     $0
</TABLE>
 
- ------------------------
 
 * Not applicable during such period.
 
(1) Includes amounts paid to the Portfolio's sub-advisers under the former
investment advisory agreements.
 
                                      B-24
<PAGE>
                               THE ADMINISTRATOR
 
    The Trust and SEI Fund Resources (the "Administrator") are parties to an
Administration Agreement dated May 13, 1996 (the "Administration Agreement").
The Administration Agreement provides that the Administrator 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 matters to which the Administration Agreement
relates, except a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Administrator in the performance of its duties or
from reckless disregard by it of its duties and obligations thereunder.
 
    For the fiscal years ended September 30, 1995, 1996 and 1997, the Funds paid
the following administrative fees:
 
<TABLE>
<CAPTION>
                                                     ADMINISTRATIVE FEES PAID            ADMINISTRATIVE FEES WAIVED
                                             ----------------------------------------  -------------------------------
FUND                                             1995          1996          1997        1995       1996       1997
- -------------------------------------------  ------------  ------------  ------------  ---------  ---------  ---------
<S>                                          <C>           <C>           <C>           <C>        <C>        <C>
Treasury Securities Money Market Fund......  $  1,293,016  $  1,568,056  $  1,764,347        N/A  $  53,138  $  36,342
Government Securities Fund.................  $    211,577  $    239,364  $    232,563        N/A  $  22,714  $  40,751
Balanced Fund..............................  $    154,774  $    165,548  $    186,029        N/A  $  15,767  $  32,540
Louisiana Tax-Free Income Fund.............  $     17,558  $     26,920  $     42,834  $   1,546  $   2,897  $   7,371
Value Equity Fund..........................  $     99,501  $    129,657  $    173,265        N/A  $   2,460  $   5,144
Growth Equity Fund.........................       *        $     12,573  $     38,652      *      $   2,307  $   6,776
Institutional Money Market Fund............  $      3,949  $     29,016  $     57,709        N/A        N/A  $       0
Tax Exempt Money Market Fund...............       *        $     20,068  $    115,464      *      $   4,057  $  20,049
Strategic Income Bond Fund.................       *             *        $     13,519      *          *      $   8,856
Small Cap Equity Fund......................       *             *        $          0      *          *      $   1,887(1)
International Equity Fund..................       *             *        $          0      *          *      $   1,705(2)
</TABLE>
 
- ------------------------
 
 * Not in operation during the period.
 
(1)In addition to waiving administration fees, the Administrator reimbursed the
   Small Cap Equity Fund $18,879 in 1997.
 
(2)In addition to waiving administration fees, the Administrator reimbursed the
   International Equity Fund $17,914 in 1997.
 
    The Administrator, a Delaware business trust, has its principal business
offices at Oaks, PA 19456. SEI Investments Management Corporation ("SIMC"), a
wholly-owned subsidiary of SEI Investments Company ("SEI Investments"), is the
owner of all beneficial interests in the Administrator. SEI Investments and its
subsidiaries and affiliates, including the Administrator, are leading providers
of funds evaluation services, trust accounting systems, and brokerage and
information services to financial institutions, institutional investors and
money managers. The Administrator and its affiliates also serve as administrator
or sub-administrator to the following other mutual funds: The Achievement Funds
Trust, The Advisors' Inner Circle Fund, The Arbor Fund, ARK Funds, Bishop Street
Funds, Boston 1784 Funds-Registered Trademark-, CoreFunds, Inc., CrestFunds,
Inc., CUFUND, The Expedition Funds, First American Funds, Inc., First American
Investment Funds, Inc., First American Strategy Funds, Inc., HighMark Funds, FMB
Funds, Inc., Monitor Funds, Morgan Grenfell Investment Trust, The PBHG Funds,
Inc., PBHG Insurance Series Fund, The Pillar Funds, Rembrandt Funds-Registered
Trademark-, Santa Barbara Group of Mutual Funds, Inc., SEI Asset Allocation
Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional Investments
Trust, SEI Institutional Managed Trust, SEI International Trust, SEI Liquid
Asset Trust, SEI Tax Exempt Trust, STI Classic Funds, STI Classic Variable Trust
and TIP Funds.
 
                                      B-25
<PAGE>
                                THE DISTRIBUTOR
 
    THE DISTRIBUTOR--SEI Investments Distribution Co. serves as distributor (the
"Distributor") to the Trust pursuant to a Distribution Agreement dated as of
August 17, 1993, as amended and restated as of August 8, 1994, (the
"Distribution Agreement"), which will continue for successive one-year periods.
Notwithstanding the foregoing, the Distribution Agreement shall be reviewed and
ratified at least annually (i) by the Trust's Trustees or by the vote of a
majority of the outstanding shares of the Trust, 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 (as defined in the 1940 Act) of any party to the
Distribution Agreement, cast in person at a meeting called for the purpose of
voting on such approval. The Distribution Agreement will automatically terminate
in the event of any assignment, as defined in the 1940 Act, and is terminable
with respect to a particular Fund on not less than sixty days' notice by the (i)
Trust's Trustees, (ii) vote of a majority of the outstanding shares of such Fund
or (iii) the Distributor.
 
    DISTRIBUTION--As described in the Prospectuses, shares of the Trust's Funds
are sold on a continuous basis by the Distributor. Each of the Class A shares
and the Trust Class shares are offered without distribution fees, although the
Class A shares are sold with a front-end sales load. However, neither the Class
A shares nor the Trust Class shares are subject to ongoing distribution or
service fees, or are subject to a sales charge when they are redeemed.
 
    The Trust has adopted a distribution plan dated August 17, 1993 for the
Class B shares of each Fixed Income and Equity Fund (the "Class B Plan"), a
distribution plan dated August 17, 1993 for the Retail Class shares of the
Treasury Securities Money Market Fund and a distribution plan dated as of
November 13, 1995 for the Retail Class shares of the Tax Exempt Money Market
Fund (the "Retail Class Plans"), a distribution plan dated as of August 8, 1994
for Cash Sweep Class shares of the Treasury Securities Money Market Fund and a
distribution plan dated as of November 1, 1996 for the Cash Sweep Class shares
of the Tax Exempt Money Market Fund (the "Cash Sweep Class Plans"), in each case
in accordance with the provisions of Rule 12b-1 under the 1940 Act, which
regulates circumstances under which an investment company may directly or
indirectly bear expenses relating to the distribution of its shares. Each of the
Class B, Retail Class and Cash Sweep Class Plans was approved by a majority of
the Trustees, including a majority of the Trustees who are not "interested
persons" of the Trust or the Distributor, as that term is defined in the 1940
Act ("Disinterested Trustees"). Continuance of each of the Class B, Retail Class
and Cash Sweep Class Plans must be approved annually by a majority of the
Trustees of the Trust and by a majority of the Disinterested Trustees. Each of
the Class B, Retail Class and Cash Sweep Class Plans requires that quarterly
written reports of amounts spent under that Plan and the purposes of such
expenditures be furnished to and reviewed by the Trustees. In accordance with
Rule 12b-1 under the 1940 Act, the Class B Plan, the Retail Class Plan or Cash
Sweep Class Plan, as applicable, may be terminated with respect to any Fund by a
vote of a majority of the Disinterested Trustees, or by a vote of a majority of
the outstanding shares of that Fund. Any of the Class B, Retail Class or Cash
Sweep Class Plans may be amended by vote of the Trust's Board of Trustees,
including a majority of the Disinterested Trustees, cast in person at a meeting
called for such purpose, except that any change that would effect a material
increase in any distribution fee with respect to a Fund requires the approval of
that Fund's shareholders.
 
    None of the Class B, Retail Class or Cash Sweep Class shares incur a sales
charge when they are purchased, but Class B shares are subject to a sales charge
if they are redeemed within five years of purchase. Pursuant to the Distribution
Agreement and the Class B Plan, Class B shares are subject to an ongoing
distribution and service fee calculated on each Fixed Income and Equity Fund's
aggregate average daily net assets attributable to its Class B shares. Pursuant
to the Distribution Agreement and the Retail Class Plan and Cash Sweep Class
Plans, shares of each class are subject to ongoing distribution and service fees
calculated on the Tax Exempt and Treasury Securities Money Market Fund's
aggregate average daily net assets attributable to shares of each such class,
respectively.
 
                                      B-26
<PAGE>
    Class A shares are not subject to distribution or service fees and pay
correspondingly higher dividends per share. There can, of course, be no
guarantee that any Fund will have net income and pay dividends. However, because
initial sales charges are deducted at the time of purchase, investors in Class A
shares would not have all their funds invested initially and, therefore, would
initially own fewer shares. If you do not qualify for reduced initial sales
charges and you expect to maintain your investment for an extended period of
time, you should weigh the fact that accumulated distribution and service fees
on Class B shares may exceed the initial sales charge on Class A shares during
the life of your investment against the fact that, because of Class A's initial
sales charges, less of your initial purchase price is actually invested in the
Funds if you purchase Class A shares.
 
    The distribution expenses incurred by the Distributor and other financial
intermediaries in connection with the sale of the shares will be paid, in the
case of Class A shares, from the proceeds of the initial sales charge and, in
the case of Class B shares, from the proceeds of the ongoing distribution and
service fees and the contingent deferred sales charge paid upon redemptions of
shares within five years of purchase.
 
    For the fiscal year ended September 30, 1997, the Class B Government
Securities, Louisiana Tax-Free Income, Balanced, Value Equity, Growth Equity and
Strategic Income Bond, Small Cap Equity and International Equity Funds paid
$5,497, $6,262, $20,969, $45,641, $5,839, $1,028, $1,043 and $678, respectively,
in distribution fees. For the fiscal year ended September 30, 1997, the Retail
Class Treasury Securities Money Market Fund and the Tax Exempt Money Market Fund
paid $0. All of the distribution fees paid relate exclusively to sales expenses.
 
    The following Funds imposed a front-end sales charge upon their Class A
shares in the amounts shown for the fiscal years ended September 30, 1995, 1996
and 1997:
 
<TABLE>
<CAPTION>
                                                                                          DOLLAR AMOUNT OF LOADS
                                                DOLLAR AMOUNT OF LOADS (000)         RETAINED BY THE DISTRIBUTOR (000)
                                            -------------------------------------  -------------------------------------
FUND                                           1995         1996         1997         1995         1996         1997
- ------------------------------------------     -----        -----        -----        -----        -----        -----
<S>                                         <C>          <C>          <C>          <C>          <C>          <C>
Government Securities Fund................      --               37       --           --               37       --
Louisiana Tax-Free Income Fund............           3           40           20            3           40           20
Balanced Fund.............................           2           46           56            2           46           56
Value Equity Fund.........................           8           84           27            8           84           27
Growth Equity Fund........................       *                5            5        *                5            5
Strategic Income Bond Fund................       *            *               15        *            *               15
Small Cap Equity Fund.....................       *            *               10        *            *               10
International Equity Fund.................       *            *           --            *            *           --
</TABLE>
 
- ------------------------
 
* Had not commenced operations as of the end of the fiscal year.
 
    The following Funds imposed a contingent deferred sales charge upon their
Class B shares in the amounts shown for the fiscal years ended September 30,
1995, 1996 and 1997:
 
<TABLE>
<CAPTION>
                                                                                          DOLLAR AMOUNT OF LOADS
                                                DOLLAR AMOUNT OF LOADS (000)         RETAINED BY THE DISTRIBUTOR (000)
                                            -------------------------------------  -------------------------------------
FUND                                           1995         1996         1997         1995         1996         1997
- ------------------------------------------     -----        -----        -----        -----        -----        -----
<S>                                         <C>          <C>          <C>          <C>          <C>          <C>
Government Securities Fund................      --                1            1       --                1            1
Louisiana Tax-Free Income Fund............           4            1            2            4            1            2
Balanced Fund.............................      --                4           10       --                4           10
Value Equity Fund.........................           5            9           15            5            9           15
Growth Equity Fund........................       *            *                8        *            *                8
Strategic Income Bond Fund................       *            *           --            *            *           --
Small Cap Equity Fund.....................       *            *           --            *            *           --
International Equity Fund.................       *            *           --            *            *           --
</TABLE>
 
- ------------------------
 
* Had not commenced operations as of the end of the fiscal year.
 
                                      B-27
<PAGE>
         THE PORTFOLIOS' ADMINISTRATOR AND SHAREHOLDER SERVICING AGENT
 
    SIT and SIMT have each entered into a Management Agreement (each, a
"Management Agreement") with SEI Fund Management ("SFM") to provide
administrative services and act as shareholder servicing agent. Each Management
Agreement provides that SFM shall not be liable for any error of judgment or
mistake of law or for any loss suffered by SIT or SIMT, respectively, in
connection with the matters to which the such Management Agreement relates,
except a loss resulting from willful misfeasance, bad faith or gross negligence
on the part of SFM in the performance of its duties or from reckless disregard
of its duties and obligations thereunder.
 
    The continuance of each Management Agreement must be specifically approved
at least annually (i) by the vote of a majority of the SIT or SIMT Trustees or
by the vote of a majority of the outstanding voting securities of the Portfolio,
and (ii) by the vote of a majority of the Trustees of SIT or SIMT who are not
parties to the Management Agreement or an "interested person" (as that term is
defined in the 1940 Act) of any party thereto, cast in person at a meeting
called for the purpose of voting on such approval. Each Management Agreement is
terminable at any time as to a Portfolio without penalty by the Trustees of SIT
or SIMT by a vote of a majority of the outstanding shares of a Portfolio or by
SFM on not less than 30 days' nor more than 60 days' written notice.
 
    For the fiscal years ended September 30, 1995, 1996 and 1997, the Small Cap
Growth Portfolio paid the following fees to SFM:
<TABLE>
<CAPTION>
                                                                           MANAGEMENT                   MANAGEMENT
                                                                         FEES PAID (000)            FEES WAIVED (000)
                                                                 -------------------------------  ----------------------
                                                                   1995       1996       1997       1995        1996
                                                                 ---------  ---------  ---------  ---------     -----
<S>                                                              <C>        <C>        <C>        <C>        <C>
Small Cap Growth Portfolio.....................................  $   1,267  $   1,103  $   1,440  $     102   $      27
 
<CAPTION>
 
                                                                    1997
                                                                    -----
<S>                                                              <C>
Small Cap Growth Portfolio.....................................   $       0
</TABLE>
 
    For the fiscal years ended February 28, 1995, February 29, 1996, and
February 28, 1997, the International Equity Portfolio paid the following fees to
SFM:
<TABLE>
<CAPTION>
                                                                           MANAGEMENT                   MANAGEMENT
                                                                         FEES PAID (000)            FEES WAIVED (000)
                                                                 -------------------------------  ----------------------
                                                                   1995       1996       1997        1995        1996
                                                                 ---------  ---------  ---------     -----     ---------
<S>                                                              <C>        <C>        <C>        <C>          <C>
International Equity Portfolio.................................  $   2,653  $   1,312  $   2,087   $      77   $     119
 
<CAPTION>
 
                                                                    1997
                                                                    -----
<S>                                                              <C>
International Equity Portfolio.................................   $      40
</TABLE>
 
                             TRUSTEES AND OFFICERS
 
THE TRUST
 
    The Trustees and executive officers of the Marquis Funds-Registered
Trademark-, their respective dates of birth and their principal occupations for
the last five years are set forth below. Each may have held other positions with
the named companies during that period. Unless otherwise noted, the business
address of each Trustee and executive officer is SEI Investments, Oaks,
Pennsylvania 19456. Certain officers of the Trust also serve as officers of some
or all of the following: The Achievement Funds Trust, The Advisors' Inner
Circle, The Arbor Fund, ARK Funds, Bishop Street Funds, Boston 1784
Funds-Registered Trademark-, CoreFunds, Inc., CrestFunds, Inc., CUFUND, The
Expedition Funds, First American Funds, Inc., First American Investment Funds,
Inc., First American Strategy Funds, Inc., HighMark Funds, FMB Funds, Inc.,
Monitor Funds, Morgan Grenfell Investment Trust, The PBHG Funds, Inc., PBHG
Insurance Series Fund, The Pillar Funds, Santa Barbara Group of Mutual Funds,
Inc., SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Institutional
Managed Trust, SEI International Trust, SEI Tax Exempt Trust, Stepstone Funds,
STI Classic Funds, STI Classic Variable Trust, SEI Liquid Asset Trust, SEI Index
Funds, SEI Institutional Investments Trust and TIP Funds, each of which is an
open-end management investment company managed by SEI Fund Resources or its
affiliates and, except for Rembrandt Funds-Registered Trademark- and Santa
Barbara Group of Mutual Funds, Inc., is distributed by SEI Investments
Distribution Co.
 
                                      B-28
<PAGE>
    ROBERT A. NESHER (DOB 08/17/46)--Chairman of the Board of
Trustees*--Currently performs various services on behalf of SEI Investments for
which Mr. Nesher is compensated. Executive Vice President of SEI Investments,
1986-1994. Director and Executive Vice President of the Administrator and the
Distributor, 1981-1994. Trustee of The Advisors' Inner Circle Fund, The Arbor
Fund, Boston 1784 Funds-Registered Trademark-, The Expedition Funds, Insurance
Investment Products Trust, Marquis Funds-Registered Trademark-, Pillar Funds,
SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI
Institutional Investments Trust, SEI Institutional Managed Trust, SEI
International Trust, SEI Liquid Asset Trust and SEI Tax Exempt Trust.
 
    JOHN T. COONEY (DOB 01/20/27)--Trustee**--Retired since 1992. Formerly Vice
Chairman of Ameritrust Texas N.A., 1989-1992, and MTrust Corp., 1985-1989.
Trustee of The Advisors' Inner Circle Fund, The Arbor Fund and The Expedition
Funds.
 
    WILLIAM M. DORAN (DOB 05/26/40)--Trustee*--2000 One Logan Square,
Philadelphia, PA 19103. Partner, Morgan, Lewis & Bockius LLP (law firm), counsel
to the Trust, Administrator and Distributor, Director and Secretary of SEI
Investments. Trustee of The Advisors' Inner Circle Fund, The Arbor Fund, The
Expedition Funds, Insurance Investment Products Trust, SEI Asset Allocation
Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional Investments
Trust, SEI Institutional Managed Trust, SEI International Trust, SEI Liquid
Asset Trust and SEI Tax Exempt Trust.
 
    FRANK E. MORRIS (DOB 12/30/23)--Trustee**--Retired since 1990. Peter Drucker
Professor of Management, Boston College, 1989-1990. President, Federal Reserve
Bank of Boston, 1968-1988. Trustee of The Advisors' Inner Circle Fund, The Arbor
Fund, The Expedition Funds, Insurance Investment Products Trust, SEI Asset
Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI Institutional
Investments Trust, SEI Institutional Managed Trust, SEI International Trust, SEI
Liquid Asset Trust and SEI Tax Exempt Trust.
 
    ROBERT A. PATTERSON (DOB 11/05/27)--Trustee**--Pennsylvania State
University, Senior Vice President, Treasurer (Emeritus). Financial and
Investment Consultant, Professor of Transportation (1984-present). Vice
President-Investments, Treasurer, Senior Vice President (Emeritus) (1982-1984).
Director, Pennsylvania Research Corp.; Member and Treasurer, Board of Trustees
of Grove City College. Trustee of The Advisors' Inner Circle Fund, The Arbor
Fund and The Expedition Funds.
 
    EUGENE B. PETERS (DOB 06/03/29)--Trustee**--Private investor from 1987 to
present. Vice President and Chief Financial Officer, Western Company of North
America (petroleum service company) (1980-1986). President of Gene Peters and
Associates (import company) (1978-1980). President and Chief Executive Officer
of Jos. Schlitz Brewing Company before 1978. Trustee of The Advisors' Inner
Circle Fund, The Arbor Fund and The Expedition Funds.
 
    JAMES M. STOREY (DOB 04/12/31)--Trustee**--Partner, Dechert Price & Rhoads,
from September 1987-December 1993; Trustee of The Advisors' Inner Circle Fund,
The Arbor Fund, The Expedition Funds, Insurance Investment Products Trust, SEI
Asset Allocation Trust, SEI Daily Income Trust, SEI Index Funds, SEI
Institutional Investments Trust, SEI Institutional Managed Trust, SEI
International Trust, SEI Liquid Asset Trust and SEI Tax Exempt Trust.
 
    BARRY MULROY (DOB 09/01/46)--Trustee*/**--First Commerce Corporation, 201
St. Charles Avenue, New Orleans, LA 70170. Marketing and Human Resources
Director of First Commerce Service Corporation from 1993 to present. Marketing
Director, First Commerce Service Corporation (1988-1992).
 
    DAVID G. LEE (DOB 04/16/52)--President and Chief Executive Officer--Senior
Vice President of the Administrator and Distributor since 1993. Vice President
of the Administrator and Distributor, 1991-1993. President, GW Sierra Trust
Funds before 1991.
 
    SANDRA K. ORLOW (DOB 10/18/53)--Vice President and Assistant Secretary--Vice
President and Assistant Secretary of the Administrator and Distributor since
1988.
 
                                      B-29
<PAGE>
    KEVIN P. ROBINS (DOB 04/15/61)--Vice President and Assistant
Secretary--Senior Vice President, General Counsel and Assistant Secretary of SEI
Investments, Senior Vice President, General Counsel and Secretary of the
Administrator and Distributor since 1994. Vice President and Assistant Secretary
of SEI Investments, the Administrator and Distributor, 1992-1994. Associate,
Morgan, Lewis & Bockius LLP (law firm), 1988-1992.
 
    RICHARD W. GRANT (DOB 10/25/45)--Secretary--2000 One Logan Square,
Philadelphia, PA 19103, Partner, Morgan, Lewis & Bockius LLP (law firm), counsel
to the Trust, Administrator and Distributor.
 
    KATHRYN L. STANTON (DOB 11/19/58)--Vice President and Assistant
Secretary--Deputy General Counsel of SEI Investments, Vice President and
Assistant Secretary of the Administrator and Distributor since 1994. Associate,
Morgan, Lewis & Bockius LLP (law firm), 1989-1994.
 
    JAMES F. VOLK (DOB 8/28/62)--Controller and Chief Financial
Officer--Director of Investment Accounting Operations and Co-director of
International Fund Accounting Group of SEI Fund Resources since February 1996.
Assistant Chief Accountant, SEC's Division of Investment Management, December
1993-February 1996. Senior Manager, Coopers & Lybrand, 1984-1993.
 
    TODD B. CIPPERMAN (DOB 02/14/66)--Vice President and Assistant
Secretary--Vice President and Assistant Secretary of SEI Investments, the
Administrator and the Distributor since 1995. Associate, Dewey Ballantine (law
firm) (1994-1995). Associate, Winston & Strawn (law firm) (1991-1994).
 
- ------------------------
 
 *  Messrs. Nesher, Mulroy and Doran are Trustees who may be deemed to be
    "interested" persons of the Fund as that term is defined in the 1940 Act.
 
**  Messrs. Cooney, Morris, Mulroy, Patterson, Peters and Storey serve as
    members of the Audit Committee of the Fund.
 
    The Trustees and officers of the Trust own less than 1% of the outstanding
shares of the Trust. The Trust pays the fees for unaffiliated Trustees.
 
<TABLE>
<CAPTION>
                                                       PENSION OR                        TOTAL COMPENSATION
                                      AGGREGATE        RETIREMENT   ESTIMATED             FROM REGISTRANT
                                  COMPENSATION FROM     BENEFITS      ANNUAL             AND FUND COMPLEX*
                                  REGISTRANT FOR THE   ACCRUED AS    BENEFITS             PAID TO TRUSTEES
                                  FISCAL YEAR ENDED   PART OF FUND     UPON          FOR THE FISCAL YEAR ENDED
NAME OF PERSON, POSITION          SEPTEMBER 30, 1997    EXPENSES    RETIREMENT           SEPTEMBER 30, 1997
- --------------------------------  ------------------  ------------  ----------  ------------------------------------
<S>                               <C>                 <C>           <C>         <C>
John T. Cooney..................     $   8,199.75         N/A          N/A      $8,199.75 for services on 1 board
Frank E. Morris.................     $   8,199.75         N/A          N/A      $8,199.75 for services on 1 board
Robert Patterson................     $   8,199.75         N/A          N/A      $8,199.75 for services on 1 board
Eugene B. Peters................     $   8,199.75         N/A          N/A      $8,199.75 for services on 1 board
James M. Storey, Esq............     $   8,199.75         N/A          N/A      $8,199.75 for services on 1 board
Barry Mulroy....................     $          0         N/A          N/A      $      0 for services on 1 board
William M. Doran, Esq...........     $          0         N/A          N/A      $      0 for services on 1 board
Robert A. Nesher................     $          0         N/A          N/A      $      0 for services on 1 board
</TABLE>
 
- ------------------------
 
* The Trust is the only investment company in the "Fund Complex."
 
                                  SIMT AND SIT
 
    Several of these same individuals currently serve as the Trustees and
Officers of SIMT and SIT.
 
    With the exception of the Trustees and executive officers of the Marquis
Funds-Registered Trademark-, the Trustees and executive officers of SIMT and
SIT, their respective dates of birth and their principal occupations for the
last five years are set forth below. Each may have held other positions with the
named companies during that period. Unless otherwise noted, the principal
address of each Trustee and executive officer is SEI Investments, Oaks, PA
19456.
 
                                      B-30
<PAGE>
    For those Trustees and officers who are also Trustees or executive officers
of the Trust, only the name and office of the Trustee or officer is set forth
below.
 
    ROBERT A. NESHER--Chairman of the Board of Trustees.*
 
    GEORGE J. SULLIVAN, JR.--(DOB 11/13/42)--Trustee**--General Partner, Teton
Partners, L.P., since 1991; Chief Financial Officer, Noble Partners, L.P., since
1991; Treasurer and Clerk, Peak Asset Management, Inc., since 1991; Trustee,
Navigator Securities Lending Trust, since 1995. Trustee of SEI Asset Allocation
Trust, SEI Daily Income Trust, SEI Index Funds, SEI Liquid Asset Trust, SEI
Institutional Investments Trust, SEI Institutional Managed Trust, SEI
International Trust, and SEI Tax Exempt Trust.
 
    WILLIAM M. DORAN--Trustee.*
 
    F. WENDELL GOOCH--(DOB 12/03/32)--Trustee(1)--P.O. Box 190, Paoli, IN 47454,
President, Orange County Publishing Co., Inc. since October 1981. Retired;
Publisher of the Paoli News and the Paoli Republican and Editor of the Paoli
Republican from January 1981 to 1997. President, H&W Distribution, Inc., since
July 1984. Executive Vice President, Trust Department, Harris Trust and Savings
Bank and Chairman of the Board of Directors of The Harris Trust Company of
Arizona before January 1981. Trustee of STI Classic Funds, SEI Asset Allocation
Trust, SEI Daily Income Trust, SEI Index Funds, SEI Liquid Asset Trust, SEI
Institutional Investments Trust, SEI Institutional Managed Trust, SEI
International Trust, and SEI Tax Exempt Trust.
 
    FRANK E. MORRIS--Trustee.
 
    JAMES M. STOREY--Trustee.**
 
    DAVID G. LEE--President, Chief Executive Officer.
 
    MARK E. NAGLE--(DOB 10/20/59)--Controller and Chief Financial Officer--Vice
President of Fund Accounting and Administration for SEI Fund Resources since
1996. Vice President of Fund Accounting, BISYS Fund Services 1995-1996. Senior
Vice President and Site Manager, Fidelity Investments (1981-1995).
 
    SANDRA K. ORLOW--Vice President, Assistant Secretary.
 
    KATHRYN L. STANTON--Vice President, Assistant Secretary.
 
    JOSEPH M. LYDON--Vice President, Assistant Secretary.
 
    TODD CIPPERMAN--Vice President, Assistant Secretary.
 
    KEVIN P. ROBINS--Vice President, Assistant Secretary.
 
    RICHARD W. GRANT--Secretary.
 
- ------------------------
 
 * Messrs. Nesher and Doran are Trustees who may be deemed to be "interested
   persons" of SIT and SIMT as the term is defined in the 1940 Act.
 
** Messrs. Gooch, Storey, Morris and Sullivan serve as members of the Audit
Committee of the Trust.
 
                                      B-31
<PAGE>
    For the fiscal year ended September 30, 1997, SIMT paid approximately
$387,000 in fees to the Trustees who are not "interested persons" as defined in
the 1940 Act.
 
<TABLE>
<CAPTION>
                                                          PENSION OR                        TOTAL COMPENSATION
                                         AGGREGATE        RETIREMENT   ESTIMATED             FROM REGISTRANT
                                     COMPENSATION FROM     BENEFITS      ANNUAL              AND FUND COMPLEX
                                       SIMT TRUST FOR     ACCRUED AS    BENEFITS            PAID TO DIRECTORS
                                      FISCAL YEAR END    PART OF FUND     UPON             FOR FISCAL YEAR END
NAME OF PERSON AND POSITION          SEPTEMBER 30, 1997    EXPENSES    RETIREMENT           SEPTEMBER 30, 1997
- -----------------------------------  ------------------  ------------  ----------  ------------------------------------
<S>                                  <C>                 <C>           <C>         <C>
Robert A. Nesher, Trustee..........      $        0           $0           $0      $    0 for services on 8 boards
George J. Sullivan, Jr., Trustee...      $   25,367           $0           $0      $96,750 for services on 8 boards
William M. Doran, Trustee..........      $        0           $0           $0      $    0 for services on 8 boards
F. Wendell Gooch, Trustee..........      $   25,367           $0           $0      $96,750 for services on 8 boards
Frank E. Morris, Trustee...........      $   25,367           $0           $0      $96,750 for services on 8 boards
James M. Storey, Trustee...........      $   25,367           $0           $0      $96,750 for services on 8 boards
Mark E. Nagle, Controller..........      $        0           $0           $0      $    0 for services on 8 boards
David G. Lee,
  Chief Executive Officer..........      $        0           $0           $0      $  0 for services on 8 boards
</TABLE>
 
    For the fiscal year ended February 28, 1997, SIT paid approximately $369,500
in fees to the Trustees who are not "interested persons" as defined in the 1940
Act.
 
<TABLE>
<CAPTION>
                                                         PENSION OR                        TOTAL COMPENSATION
                                        AGGREGATE        RETIREMENT   ESTIMATED             FROM REGISTRANT
                                    COMPENSATION FROM     BENEFITS      ANNUAL              AND FUND COMPLEX
                                    SIT TRUST FOR THE    ACCRUES AS    BENEFITS            PAID TO DIRECTORS
                                     FISCAL YEAR END    PART OF FUND     UPON           FOR THE FISCAL YEAR END
NAME OF PERSON, POSITION            FEBRUARY 28, 1997     EXPENSES    RETIREMENT           FEBRUARY 28, 1997
- ----------------------------------  ------------------  ------------  ----------  ------------------------------------
<S>                                 <C>                 <C>           <C>         <C>
Richard Blanchard, Trustee........      $    4,554           $0           $0      $22,500 for services on 8 boards
F. Wendell Gooch, Trustee.........      $   18,479           $0           $0      $92,250 for services on 8 boards
Frank Morris, Trustee.............      $   18,479           $0           $0      $92,250 for services on 8 boards
James Storey, Trustee.............      $   18,479           $0           $0      $92,500 for services on 8 boards
George J. Sullivan, Trustee.......      $    8,810           $0           $0      $69,750 for services on 8 boards
Robert A. Nesher, Trustee*........      $        0           $0           $0      $    0 for services on 8 boards
William M. Doran, Trustee*........      $        0           $0           $0      $    0 for services on 8 boards
</TABLE>
 
- ------------------------
 
* Messrs. Nesher and Doran are Trustees who may be deemed to be "interested
  persons" as the term is defined in the 1940 Act.
 
                              COMPUTATION OF YIELD
 
    MONEY MARKET FUNDS--From time to time the Money Market Funds may advertise
"current yield" and "effective compound yield." Both yield figures are based on
historical earnings and are not intended to indicate future performance. The
"yield" of a Fund refers to the income generated by an investment in a Fund over
a stated seven-day period. This income is then "annualized," that is, the amount
of income generated by the investment during that week is assumed to be
generated each week over a 52-week period and is shown as a percentage of the
investment. The "effective yield" is calculated similarly but, when annualized,
the income earned by an investment in the Fund is assumed to be reinvested. The
"effective yield" will be slightly higher than the "yield" because of the
compounding effect of this assumed reinvestment.
 
    The current yield of the Money Market Funds will be calculated daily based
upon the seven days ending on the date of calculation ("base period"). The yield
is computed by determining the net change (exclusive of capital changes) in the
value of a hypothetical pre-existing shareholder account having a balance of one
share at the beginning of the period, subtracting a hypothetical charge
reflecting deductions from shareholder accounts, and dividing such net change by
the value of the account at the beginning of the some period to obtain the base
period return and multiplying the result by (365/7). Realized and
 
                                      B-32
<PAGE>
unrealized gains and losses are not included in the calculation of the yield.
The effective compound yield of the Funds is determined by computing the net
change, exclusive of capital changes, in the value of a hypothetical
pre-existing account having a balance of one share at the beginning of the
period, subtracting a hypothetical charge reflecting deductions from shareholder
accounts, and dividing the difference by the value of the account at the
beginning of the base period to obtain the base period return, and then
compounding the base period return, according to the following formula:
Effective Yield = [(Base Period Return + 1)(365/7)] - 1. The current and the
effective yields reflect the reinvestment of net income earned daily on
portfolio assets.
 
    The Tax Exempt Money Market Fund may also advertise a "tax-equivalent
yield," which is calculated by determining the rate of return that would have to
be achieved on a fully taxable investment to produce the after-tax equivalent of
the Fund's yield, assuming certain tax brackets for a shareholder. The tax-
equivalent yield of the Fund will be calculated by adding (a) the portion of the
Fund's yield that is not tax-exempt and (b) the result obtained by dividing the
portion of the Fund's yield that is tax-exempt by the difference of one minus a
stated income tax rate.
 
    For the 7-day period ended September 30, 1997, the Treasury Securities Money
Market Fund's 7-day and 7-day effective yields were 4.89% and 5.01%
respectively, for the Retail Class shares, 5.09% and 5.22%, respectively, for
the Trust Class shares, and 4.59% and 4.69%, respectively, for the Cash Sweep
Class shares.
 
    For the 7-day period ended September 30, 1997, the Institutional Money
Market Fund's 7-day and 7-day effective yields were 5.23% and 5.36%,
respectively.
 
    For the 7-day period ended September 30, 1997, the Tax Exempt Money Market
Fund's 7-day, 7-day effective and 7-day tax equivalent yields were 3.36%, 3.42%
and 5.25%, respectively, for the Retail Class shares. The tax-equivalent yield
was calculated using a federal income tax rate of 36%.
 
    The yields of the Money Market Funds fluctuate, and the annualization of a
week's dividend is not a representation by the Trust as to what an investment in
each Fund will actually yield in the future. Actual yields will depend on such
variables as asset quality, average asset maturity, the type of instruments each
Fund invests in, changes in interest rates on money market instruments, changes
in the expenses of each Fund and other factors.
 
    Yields are one basis upon which investors may compare the Money Market Funds
with other money market funds; however, yields of other money market funds and
other investment vehicles may not be comparable because of the factors set forth
above and differences in the methods used in valuing portfolio instruments.
 
    FIXED INCOME AND EQUITY FUNDS--The Fixed Income Funds and the Equity Funds
may advertise a 30-day yield. These figures will be based on historical earnings
and are not intended to indicate future performance. The yield of these 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 investment during that 30-day period is generated over one year
and is shown as a percentage of the investment.
 
    The Louisiana Fund may also advertise a "tax-equivalent yield," which is
calculated by determining the rate of return that would have to be achieved on a
fully taxable investment to produce the after-tax equivalent of the Fund's
yield, assuming certain tax brackets for a shareholder. The tax-equivalent yield
of the Fund will be calculated by adding (a) the portion of the Fund's yield
that is not tax-exempt and (b) the result obtained by dividing the portion of
the Fund's yield that is tax-exempt by the difference of one minus a stated
income tax rate. In particular, yield will be calculated according to the
following formula:
 
    Yield = 2([(a-b)/(cd) + 1](6) - 1) where a = dividends and interest earned
during the period; b = expenses accrued for the period (net of reimbursement); c
= the current daily number of shares
 
                                      B-33
<PAGE>
outstanding during the period that were entitled to receive dividends; and d =
the maximum offering price per share on the last day of the period.
 
    For the 30-day period ended September 30, 1997, the 30-day and 30-day
tax-equivalent yields on the Balanced Fund and the Fixed Income Funds were as
follows:
 
<TABLE>
<CAPTION>
                                                                                 30-DAY
                                                                30-DAY       TAX EQUIVALENT
FUND                                                            YIELD             YIELD
- -----------------------------------------------------------  ------------  -------------------
<S>                                                          <C>           <C>
Government Securities Fund
  Class A..................................................        5.58%              N/A
  Class B..................................................        5.04%              N/A
Balanced Fund
  Class A..................................................        2.79%              N/A
  Class B..................................................        2.16%              N/A
Louisiana Tax-Free Income Fund
  Class A..................................................        3.92%            6.13%
  Class B..................................................        3.31%            5.17%
Strategic Income Bond Fund
  Class A..................................................        5.91%              N/A
  Class B..................................................        5.39%              N/A
</TABLE>
 
- ------------------------
 
* The 30-day tax-equivalent yield was calculated using a federal income tax rate
of 36%.
 
                          CALCULATION OF TOTAL RETURN
 
    From time to time, the Fixed Income Funds and the Equity Funds may advertise
total return. The total return of the Fund refers to the average compounded rate
of return to a hypothetical investment for designated time periods (including
but not limited to, the period from which the Funds commenced operations through
the specified date), assuming that the entire investment is redeemed at the end
of each period. In particular, total return will be calculated according to the
following formula: P (1 + T)(n) = ERV, where P = a hypothetical initial payment
of $1,000; T = average annual total return: n= number of years; and ERV = ending
redeemable value of a hypothetical $1,000 payment made at the beginning of the
designated time period as of the end of such period.
 
    The Small Cap Equity and International Equity Funds each are "feeder" funds
in a Corporate Master-Feeder-TM- structure. That is, the Small Cap Equity Fund
invests substantially all of its assets in Class A Shares of the Small Cap
Growth Portfolio, a separate series of SEI Institutional Managed Trust ("SIMT")
and the International Equity Fund invests substantially all of its assets in the
Class A Shares of the International Equity Portfolio, a separate series of SEI
International Trust ("SIT"). The Small Cap Growth Portfolio and the
International Equity Portfolio are referred herein as the "Portfolios."
 
    As a result of the Funds' investments in the Portfolios, the Adviser
believes that it is relevant to show the historical performance of each Fund,
including the performance of its corresponding Portfolio. Nonetheless,
historical performance is not necessarily indicative of future performance.
 
    The performance shown below is the aggregate performance of each Fund and
its corresponding Portfolio. The performance of the Portfolios, however, has
been adjusted to reflect applicable sales loads and operating expenses, other
than 12b-1 fees, of the Small Cap Equity and International Equity Funds.
Specifically, the data set forth below is adjusted to reflect operating expenses
of .20% and .27%, respectively, and (i) with respect to the Class A Shares, to
take into account a 3.50% sales load; and (ii) with respect to Class B Shares,
to take into account the applicable contingent deferred sales charge. Investment
performance reflects voluntary fee waivers and reimbursements currently in
effect and, with respect to Class B Shares, does not reflect each Fund's Rule
12b-1 fees. In the absence or reduction of
 
                                      B-34
<PAGE>
current fee waivers or reimbursements or current Rule 12b-1 fees applicable to
Class B Shares were reflected, Total Return would be reduced.
 
    Based on the foregoing, the aggregate average annual total returns for (i)
Marquis' Small Cap Equity Fund and SIMT's Small Cap Growth Portfolio and (ii)
Marquis' International Equity Fund and SIT's International Equity Portfolio from
inception of the respective Portfolios through September 30, 1997 and for the
one and five year periods ended September 30, 1997 were as follows:
 
<TABLE>
<CAPTION>
                                                                                 AVERAGE ANNUAL TOTAL RETURN(1)
                                                                            -----------------------------------------
                                                                                                            SINCE
                                                      CLASS/WITH LOAD                     FIVE YEARS    INCEPTION(2)
FUND                                                    WITHOUT LOAD         ONE YEAR    (ANNUALIZED)   (ANNUALIZED)
- ------------------------------------------------  ------------------------  -----------  -------------  -------------
<S>                                               <C>                       <C>          <C>            <C>
Small Cap Equity................................  Class A with Load(3)           16.35%        23.39%         22.71%
                                                  Class A without Load           20.60%        24.24%         23.50%
                                                  Class B with Load(3)           16.45%        23.29%         22.59%
                                                  Class B without Load           19.82%        23.33%         22.59%
 
International Equity............................  Class A with Load(3)            5.84%         8.99%          4.58%
                                                  Class A without Load            9.71%         9.76%          5.06%
                                                  Class B with Load(3)            5.52%         8.86%          4.25%
                                                  Class B without Load            9.02%         8.93%          4.25%
</TABLE>
 
- ------------------------
 
(1) Assumes a redemption at the end of each period.
 
(2) Marquis' Small Cap Equity Fund commenced operations on January 31, 1997 and
    the SIMT's Small Cap Growth Portfolio commenced operations on April 20,
    1992. Marquis' International Equity Fund commenced operations on January 31,
    1997 and SIT's International Equity Portfolio commenced operations on
    December 20, 1989.
 
(3) Returns "with loads" for Class A Shares assume the maximum front-end sales
    load 3.50%; and for Class B Shares assume the applicable contingent deferred
    sales charge for each period.
 
    For the remaining Funds, the average annual total returns from inception
through September 30, 1997 and for the one and five year periods ended September
30, 1997 were as follows:
 
<TABLE>
<CAPTION>
                                                                                   AVERAGE ANNUAL TOTAL RETURN
                                                                            -----------------------------------------
                                                                                                            SINCE
                                                      CLASS/WITH LOAD                     FIVE YEARS      INCEPTION
FUND                                                    WITHOUT LOAD         ONE YEAR    (ANNUALIZED)   (ANNUALIZED)
- ------------------------------------------------  ------------------------  -----------  -------------  -------------
<S>                                               <C>                       <C>          <C>            <C>
Louisiana Tax-Free Income.......................  Class A with Load(1)            3.95%          N/A           3.63%
                                                  Class A without Load            7.77%          N/A           4.55%
                                                  Class B with Load(1)            3.49%          N/A           3.94%
                                                  Class B without Load            6.99%          N/A           4.23%
 
Balanced........................................  Class A with Load(2)           21.69%          N/A          11.51%
                                                  Class A without Load           26.10%          N/A          12.50%
                                                  Class B with Load(2)           21.69%          N/A          11.53%
                                                  Class B without Load           25.19%          N/A          11.76%
 
Growth Equity...................................  Class A with Load(3)           26.64%          N/A          23.61%
                                                  Class A without Load           31.25%          N/A          26.43%
                                                  Class B with Load(3)           26.91%          N/A          25.34%
                                                  Class B without Load           30.41%          N/A          27.04%
 
Strategic Income Bond...........................  Class A with Load(4)            2.77%          N/A           2.77%
                                                  Class A without Load            8.26%          N/A           8.26%
                                                  Class B with Load(4)            2.33%          N/A           2.33%
                                                  Class B without Load            7.57%          N/A           7.57%
</TABLE>
 
                                      B-35
<PAGE>
<TABLE>
<CAPTION>
                                                                                   AVERAGE ANNUAL TOTAL RETURN
                                                                            -----------------------------------------
                                                                                                            SINCE
                                                      CLASS/WITH LOAD                     FIVE YEARS      INCEPTION
FUND                                                    WITHOUT LOAD         ONE YEAR    (ANNUALIZED)   (ANNUALIZED)
- ------------------------------------------------  ------------------------  -----------  -------------  -------------
<S>                                               <C>                       <C>          <C>            <C>
Government Securities...........................  Class A with Load(5)            4.46%          N/A           4.35%
                                                  Class A without Load            8.22%          N/A           5.28%
                                                  Class B with Load(2)            3.90%          N/A           4.19%
                                                  Class B without Load            7.40%          N/A           4.47%
 
Value Equity....................................  Class A with Load(5)           40.17%          N/A          18.39%
                                                  Class A without Load           45.27%          N/A          19.34%
                                                  Class B with Load(2)           40.81%          N/A          18.76%
                                                  Class B without Load           44.31%          N/A          18.95%
 
Small Cap Equity................................  Class A with Load(4)           16.35%        23.39%         22.71%
                                                  Class A without Load           20.60%        24.24%         23.50%
                                                  Class B with Load(4)           16.45%        23.29%         22.59%
                                                  Class B without Load           19.82%        23.33%         22.59%
 
International Equity............................  Class A with Load(4)            5.84%         8.99%          4.58%
                                                  Class A without Load            9.71%         9.76%          5.06%
                                                  Class B with Load(4)            5.52%         8.86%          4.25%
                                                  Class B without Load            9.01%         8.93%          4.25%
</TABLE>
 
- ------------------------
 
(1) Commenced operations on November 22, 1993.
 
(2) Commenced operations on October 22, 1993.
 
(3) Commenced operations on March 1, 1996.
 
(4) Commenced operations on January 31, 1997.
 
(5) Commenced operations on October 1, 1993.
 
                       PURCHASE AND REDEMPTION OF SHARES
 
    Each Fund intends to pay cash for all shares redeemed, but under abnormal
conditions which make payment in cash unwise, payment may be made wholly or
partly in portfolio securities with a market value equal to the redemption
price. In such cases, an investor may incur brokerage costs in converting such
securities to cash.
 
    It is currently the policy of each of the Trust, SIMT and SIT (collectively,
the "Trusts") to pay for all redemptions in cash. Each Trust retains the right,
however, to alter this policy to provide for redemptions in whole or in part by
a distribution in-kind of securities held by its Funds or Portfolios in lieu of
cash. Shareholders may incur brokerage charges on the sale of any such
securities so received in payment of redemptions. However, a shareholder will at
all times be entitled to aggregate cash redemptions from all Funds or Portfolios
of the appropriate Trust during any 90-day period of up to the lesser of
$250,000 or 1% of such Trust's net assets.
 
    The Trust reserves the right to suspend the right of redemption and/or to
postpone the date of payment upon redemption for any period on which trading on
the New York Stock Exchange is restricted, or during the existence of an
emergency (as determined by the Securities and Exchange Commission by rule or
regulation) as a result of disposal or valuation of the Fund's securities is not
reasonably practicable, or for such other periods as the Securities and Exchange
Commission has by order permitted. The Trust also reserves the right to suspend
sales of shares of the Fund for any period during which the New York Stock
Exchange, the Adviser, the Administrator and/or the Custodian are not open for
business. The New York Stock Exchange will not open in observance of the
following holidays: New Year's Day; Martin Luther King, Jr., Day; Presidents'
Day; Good Friday; Memorial Day; Independence Day; Labor Day; Thanksgiving; and
Christmas. In addition, as it relates to the Money Market Funds, the Federal
Reserve observes the following holidays: Columbus Day and Veterans' Day.
 
                                      B-36
<PAGE>
                               CONVERSION FEATURE
 
    As described in the Prospectuses, Class B shares of the Fixed Income and
Equity Funds will automatically convert to Class A shares and will no longer be
subject to the distribution and service fees or the contingent deferred sales
charge after five years after the beginning of the month in which the shares
were issued. Such conversion will be on the basis of the relative net asset
values of the two classes, without the imposition of a sales load, fee or other
charge. 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.
 
                                LETTER OF INTENT
 
    Reduced sales charges are applicable to the aggregate amount of purchases
made by any such purchaser previously enumerated within a 13-month period
pursuant to a written Letter of Intent (the "Letter") provided by the
Distributor, which is not legally binding on the signer or a Fund and which
provides for the holding in escrow by the Administrator of 5% of the total
amount intended to be purchased until such purchase is completed within the
13-month period. A Letter may be dated to include shares purchased up to 90 days
prior to the date the Letter is signed. The 13-month period begins on the date
of the earliest purchase. If the intended investment is not completed, the
purchaser will be asked to pay an amount equal to the difference between the
sales charge on the shares purchased at the reduced rate and the sales charge
otherwise applicable to the total shares purchased. If such payment is not made
within 20 days following the expiration of the 13-month period, the
Administrator will surrender an appropriate number of the escrowed shares for
redemption in order to realize the difference. Such purchasers may include the
value (at offering price at the level designated in their Letter) of all their
shares of the Fund and of the Fixed Income Funds and the Equity Funds previously
purchased and still held as of the date of their Letter toward the completion of
such Letter.
 
                        DETERMINATION OF NET ASSET VALUE
 
    MONEY MARKET FUNDS--The net asset value per share of the Money Market Funds
is calculated by adding the value of securities and other assets, subtracting
liabilities and dividing by the number of outstanding shares. Securities will be
valued by the amortized cost method which involves valuing a security at its
cost on the date of purchase and thereafter (absent unusual circumstances)
assuming a constant amortization to maturity of any discount or premium,
regardless of the impact of fluctuations in general market rates of interest on
the value of the instrument. While this method provides certainty in valuation,
it may result in periods during which a security's value, as determined by this
method, is higher or lower than the price each Fund would receive if it sold the
instrument. During periods of declining interest rates, the daily yield of each
Fund may tend to be higher than a like computation made by a company with
identical investments utilizing a method of valuation based upon market prices
and estimates of market prices for all of its portfolio securities. Thus, if the
use of amortized cost by each Fund resulted in a lower aggregate portfolio value
on a particular day, a prospective investor in each Fund would be able to obtain
a somewhat higher yield than would result from investment in a company utilizing
solely market values, and existing investors in each Fund would experience a
lower yield. The converse would apply in a period of rising interest rates.
 
    The Money Market Funds' use of amortized cost and the maintenance of each
Funds net asset value at $1.00 are permitted by regulations promulgated by Rule
2a-7 under the 1940 Act, provided that certain conditions are met. The
regulations also require the Trustees to establish procedures which are
reasonably designed to stabilize the net asset value per share at $1.00 for each
Fund. Such procedures include the determination of the extent of deviation, if
any, of each Fund's current net asset value per share calculated using available
market quotations from each Fund's amortized cost price per share at such
intervals as the Trustees deem appropriate and reasonable in light of market
conditions and periodic reviews of the
 
                                      B-37
<PAGE>
amount of the deviation and the methods used to calculate such deviation. In the
event that such deviation exceeds 1/2 of 1%, the Trustees are required to
consider promptly what action, if any, should be initiated, and, if the Trustees
believe that the extent of any deviation may result in material dilution or
other unfair results to shareholders, the Trustees are required to take such
corrective action as they deem appropriate to eliminate or reduce such dilution
or unfair results to the extent reasonably practicable. Such actions may
include: the sale of portfolio instruments prior to maturity to realize capital
gains or losses or to shorten average portfolio maturity; withholding dividends;
redeeming shares in kind; or establishing a net asset value per share by using
available market quotations. In addition, if each Fund incurs a significant loss
or liability, the Trustees have the authority to reduce pro rata the number of
shares of each Fund in each shareholder's account and to offset each
shareholder's pro rata portion of such loss or liability from the shareholder's
accrued but unpaid dividends or from future dividends while each other Fund must
annually distribute at least 90% of its investment company taxable income.
 
    FIXED INCOME AND EQUITY FUNDS--The securities of the Fixed Income Funds and
the Equity Funds are valued by the Administrator pursuant to valuations provided
by an independent pricing service. The pricing service relies primarily on
prices of actual market transactions as well as trader quotations. However, the
service may also use a matrix system to determine valuations of fixed income
securities, which system considers such factors as security prices, yields,
maturities, call features, ratings and developments relating to specific
securities in arriving at valuations. The procedures of the pricing service and
its valuations are reviewed by the officers of the Trust under the general
supervision of the Trustees.
 
    The Small Cap Growth Portfolio's securities are valued by SIMC pursuant to
valuations provided by an independent pricing service (generally the last quoted
sale price). Portfolio securities listed on a securities exchange for which
market quotations are available are valued at the last quoted sale price on each
Business Day (defined as days on which the New York Stock Exchange is open for
business ("Business Day")) or, if there is no such reported sale, at the most
recently quoted bid price. Unlisted securities for which market quotations are
readily available are valued at the most recently quoted bid price. The pricing
service may also use a matrix system to determine valuations. This system
considers such factors as security prices, yields, maturities, call features,
ratings and developments relating to specific securities in arriving at
valuations. The procedures of the pricing service and its valuations are
reviewed by the officers of SIMT under the general supervision of the SIMT
Trustees.
 
    The market value of each portfolio security of the International Equity
Portfolio is obtained by SIMC from an independent pricing service. Securities
having maturities of 60 days or less at the time of purchase will be valued
using the amortized cost method, which approximates the securities' market
value. The pricing service may use a matrix system to determine valuations of
equity and fixed income securities. This system considers such factors as
security prices, yields, maturities, call features, ratings and developments
relating to specific securities in arriving at valuations. The pricing service
may also provide market quotations. The procedures used by the pricing service
and its valuations are reviewed by the officers of SIT under the general
supervision of the SIT Trustees. Portfolio securities for which market
quotations are available are valued at the last quoted sale price on each
Business Day or, if there is no such reported sale, at the most recently quoted
bid price.
 
                                     TAXES
 
    The following is only a summary of certain tax considerations generally
affecting a Fund and its shareholders, and is not intended as a substitute for
careful tax planning. Shareholders are urged to consult their tax advisers with
specific reference to their own tax situations, including their state and local
tax liabilities.
 
    ALL FUNDS--The following discussion of certain Federal income tax
consequences is based on the Internal Revenue Code of 1986, as amended (the
"Code"), and the regulations issued thereunder as in effect on the date of this
Statement of Additional Information. New legislation, certain administrative
 
                                      B-38
<PAGE>
changes, or court decisions may significantly change the conclusions expressed
herein, and may have a retroactive effect with respect to the transactions
contemplated herein.
 
    Please note that for purposes of satisfying certain of the requirements for
taxation as a regulated investment company described below, the Small Cap Equity
Fund and International Equity Fund treat themselves as owning a proportionate
share of the assets and gross income of the Small Cap Growth Portfolio and
International Equity Portfolio, respectively, in which the Funds invest up to
100% of their assets. Although the Funds possess neither an opinion of counsel
nor a private letter ruling to this effect, they believe that this treatment is
appropriate, as numerous private rulings (applicable to other taxpayers)
conclude.
 
    It is the policy of each of the Trust's Funds to qualify for the favorable
tax treatment accorded regulated investment companies under Subchapter M of the
Code. By following such policy, each of the Trust's Funds expects to be relieved
of the Federal income taxes on net investment company taxable income and net
capital gain (the excess of net long-term capital gain over net short-term
capital loss) distributed to shareholders.
 
    In order to qualify as a regulated investment company each Fund must, among
other things, (1) derive at least 90% of its gross income each taxable year from
dividends, interest, payments with respect to securities loans, gains from the
sale or other disposition of stock, securities or 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; and (2)
diversify its holdings so that at the end of each quarter of each taxable year
(i) at least 50% of the market value of the Fund's total assets is represented
by cash or cash items, U.S. Government securities, securities of other regulated
investment companies, and other securities limited, in respect of any one
issuer, to a value not greater than 5% of the value of the Fund's total 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 U.S. Government securities or securities of any other
regulated investment company) 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 Funds may engage in
short-term trading and in certain hedging transactions and may limit the range
of the Fund's investments. If a Fund qualifies as a regulated investment
company, it will not be subject to Federal income tax on the part of its net
investment income and net realized capital gains, if any, which it distributes
each year to shareholders, provided the Fund distributes at least (a) 90% of its
"investment company taxable income" (generally, net investment income plus the
excess, if any, of net short-term capital gain over net long-term capital
losses) and (b) 90% of its net exempt interest income (the excess of (i) its
tax-exempt interest income over (ii) certain deductions attributable to that
income).
 
    If for any taxable year, a Fund does not qualify as a regulated investment
company under Subchapter M of the Code, all of its taxable income will be
subject to tax at regular corporate tax rates without any deduction for
distributions to shareholders and all such distributions will be taxable to
shareholders as ordinary dividends to the extent of the Fund's current or
accumulated earnings and profits. Such distributions will generally qualify for
the corporated dividends received deduction for corporate shareholders.
 
    If a Fund fails to distribute in a calendar year at least 98% of its
ordinary income for the year and 98% of its capital gain net income (the excess
of short and long term capital gain over short and long term capital losses) for
the one-year period ending October 31 of the year (and any retained amount from
the prior calendar year), the Fund will be subject to a nondeductible 4% Federal
excise tax on the undistributed amounts. The Fund intends to make sufficient
distributions to avoid imposition of this tax.
 
    Distributions declared in October, November, or December to shareholders of
record during those months and paid during the following January are treated as
if they were received by each shareholder on December 31 of the prior year for
tax purposes.
 
                                      B-39
<PAGE>
    Any gain or loss recognized on a sale, exchange or redemption of shares of a
Portfolio by a shareholder who is not a dealer in securities will generally, for
individual shareholders, be treated as a long-term capital gain or loss if the
shares have been held for more than eighteen months, mid-term capital gain if
the shares have been held for more than twelve months but not more than eighteen
months, and otherwise will be treated as short-term capital gain or loss.
However, if shares on which a shareholder has received a net capital gain
distribution are subsequently sold, exchanged or redeemed and such shares have
been held for six months or less, any loss recognized will be treated as a
long-term capital loss to the extent of the net capital gain distribution.
Long-term capital gains are currently taxed at a maximum rate of 20%, mid-term
capital gains are currently taxed at a maximum rate of 28%, and short-term
capital gains are currently taxed at ordinary income tax rates.
 
    In certain cases, a Fund will be required to withhold and remit to the U.S.
Treasury 31% of any taxable dividends, capital gain distributions and redemption
proceeds (other than from redemption of shares of the Money Market Funds) paid
to a shareholder (1) who has failed to provide a correct taxpayer identification
number, (2) who is subject to backup withholding by the Internal Revenue
Service, or (3) who has not certified to the Fund that such shareholder is not
subject to backup withholding. This backup withholding is not an additional tax,
and any amounts withheld may be credited against the shareholder's ultimate U.S.
tax liability.
 
    A Fund's transactions in certain futures contracts, options, forward
contracts, foreign currencies, foreign debt securities, and certain other
investment and hedging activities 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 assets, 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. Each 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.
 
    Shareholders will be advised annually as to the Federal income tax
consequences of distributions made during the year. However, information set
forth in the Prospectuses and this Statement of Additional Information which
relates to taxation is only a summary of some of the important tax
considerations generally affecting purchasers of shares of the Trust's Funds.
Further tax information regarding the Funds is included in the immediately
following sections of this Statement of Additional Information. No attempt has
been made to present a detailed explanation of the income tax treatment of a
Fund or its shareholders, and this discussion is not intended as a substitute
for careful tax planning. Accordingly, potential purchasers of shares of a Fund
are urged to consult their tax advisers with specific reference to their own tax
situation.
 
    The following tax information relates specifically to certain of the Trust's
Funds.
 
    ADDITIONAL TAX INFORMATION CONCERNING THE LOUISIANA FUND AND TAX EXEMPT
MONEY MARKET FUND--As indicated in the Prospectuses of the Louisiana Fund and
Tax Exempt Money Market Fund, the Louisiana Fund and the Tax Exempt Money Market
Fund (the "Tax Exempt Funds") are designed to provide shareholders with current
tax-exempt interest income and are not intended to constitute a balanced
investment program. Certain recipients of Social Security and railroad
retirement benefits may be required to take into account income from the Tax
Exempt Funds in determining the taxability of their benefits. In addition, the
Tax Exempt Funds may not be an appropriate investment for shareholders that are
"substantial users" or persons related to such users of facilities financed by
private activity bonds or industrial revenue bonds. A "substantial user" is
defined generally to include certain persons who regularly use a facility in
their trade or business. Shareholders should consult their tax advisers to
determine the potential effect, if any, on their tax liability of investing in
the Tax Exempt Funds.
 
    If, at the close of each quarter of its taxable year, at least 50% of the
value of a Tax Exempt Fund's total assets consists of securities the interest on
which is excludable from gross income, such Fund may pay
 
                                      B-40
<PAGE>
"exempt-interest dividends" to its shareholders. The policy of the Tax Exempt
Funds is to pay each year as dividends substantially all of its interest income,
net of certain deductions. An exempt-interest dividend is any dividend or part
thereof (other than a capital gain dividend) paid by a Tax Exempt Fund, and
designated by the Fund as an exempt-interest dividend in a written notice mailed
to shareholders within 60 days after the close of such Fund's taxable year.
However, aggregate exempt-interest dividends for the taxable year may not exceed
the net interest from Municipal Securities and other securities exempt from the
regular Federal income tax received by the Tax Exempt 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 the Tax Exempt Fund during such year,
regardless of the period for which the shares were held.
 
    Exempt-interest dividends may nevertheless be subject to the alternative
minimum tax (the "Alternative Minimum Tax") imposed by section 55 of the Code or
the environmental tax (the "Environmental Tax") imposed by Section 59A of the
Code. The Environmental Tax is imposed at the rate of 0.12% and applies only to
corporate taxpayers. The Alternative Minimum Tax and the Environmental Tax may
be imposed in two circumstances. First, exempt-interest dividends derived from
certain "private activity bonds" issued after August 7, 1986, will generally be
an item of tax preference (and therefore potentially subject to the Alternative
Minimum Tax and the Environmental Tax) for both corporate and non-corporate
taxpayers. Second, in the case of exempt-interest dividends received by
corporate shareholders, all exempt-interest dividends, regardless of when the
bonds from which they are derived were issued or whether they were derived from
private activity bonds, will be included in the corporation's "adjusted current
earnings," as defined in section 56(g) of the Code, in calculating the
corporation's alternative minimum taxable income for purposes of determining the
Alternative Minimum Tax and the Environmental Tax.
 
    The deduction otherwise allowable to property and casualty insurance
companies for "losses incurred" will be reduced by an amount equal to a portion
of exempt-interest dividends received or accrued during the taxable year.
Foreign corporations engaged in a trade or business in the United States will be
subject to a "branch profits tax" on their "dividend equivalent amount" for the
taxable year, which will include exempt-interest dividends. Certain Subchapter S
corporations may also be subject to taxes on their "passive investment income,"
which could include exempt-interest dividends.
 
    Issuers of bonds purchased by the Tax Exempt Funds (or the beneficiary of
such bonds) may have made certain representations or covenants in connection
with the issuance of such bonds to satisfy certain requirements of the Code that
must be satisfied subsequent to the issuance of such bonds. Investors should be
aware that exempt-interest dividends derived from such bonds may become subject
to Federal income taxation retroactively to the date thereof if such
representations are determined to have been inaccurate or if the issuer of such
bonds (or the beneficiary of such bonds) fails to comply with the covenants.
 
    Under the Code, if a shareholder receives an exempt-interest dividend with
respect to any share and such share is held for six months or less, any loss on
the sale or exchange of such share will be disallowed to the extent of the
amount of such exempt-interest dividend.
 
    Although the Tax Exempt Funds do not expect to earn any investment company
taxable income (as defined by the Code), any income earned on taxable
investments will be distributed and will be taxable to shareholders as ordinary
income. In general, "investment company taxable income" comprises taxable net
investment income plus the excess, if any, of net short-term capital gain over
net long-term capital losses. The Tax Exempt Funds would be taxed on any
undistributed investment company taxable income. Since any such income will be
distributed, it is anticipated that no such tax will be paid by the Tax Exempt
Funds.
 
    As indicated in the Prospectuses of the Tax Exempt Funds, the Tax Exempt
Funds may acquire puts with respect to Municipal Securities held in its
portfolio. See "Additional Description Of Permitted Investments--Puts on
Municipal Securities" in this Statement of Additional Information. The policy of
the Tax Exempt Funds is to limit acquisitions of puts to those under which an
acquiring Tax Exempt Fund will be treated for Federal income tax purposes as the
owner of the Municipal Securities acquired subject to
 
                                      B-41
<PAGE>
the put and the interest on the Municipal Securities will be tax-exempt to such
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 Tax Exempt Funds could acquire under the 1940 Act. Therefore, although the
Louisiana 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. If the Tax Exempt Funds were not treated as the owner of
the Municipal Securities, income from such securities would probably not be
tax-exempt.
 
    Although each Tax Exempt Fund expects to qualify as a "regulated investment
company" and to be relieved of all or substantially all Federal income taxes,
depending upon the extent of its activities in states and localities in which
its offices are maintained, in which its agents or independent contractors are
located, or in which it is otherwise deemed to be conducting business, the Tax
Exempt Funds may be subject to the tax laws of such states or localities. In
addition, in those states and localities which have income tax laws, the
treatment of the Tax Exempt Funds and their shareholders under such laws may
differ from their treatment under Federal income tax laws. Shareholders are
advised to consult their tax advisers concerning the application of state and
local taxes.
 
    If for any taxable year a Tax Exempt Fund does not qualify for the special
tax treatment afforded regulated investment companies, all of its taxable income
will be subject to Federal tax at regular corporate rates (without any deduction
for distributions to its shareholders). Moreover, upon distribution to
shareholders, the Tax Exempt Fund's income, including Municipal Securities
interest income, will be taxable to shareholders to the extent of such Fund's
current and/or accumulated earnings and profits.
 
    STATE TAXES--A Fund is not liable for any income or franchise tax in
Massachusetts if it qualifies as a regulated investment company for Federal
income tax purposes. Distributions by the Funds to shareholders and the
ownership of shares may be subject to state and local taxes. Therefore,
shareholders are urged to consult with their tax advisors concerning the
application of state and local taxes to investments in the Funds, which may
differ from the Federal income tax consequences. For example, under certain
specified circumstances, state income tax laws MAY exempt from taxation
distributions of a regulated investment company to the extent that such
distributions are derived from interest on Federal obligations. SHAREHOLDERS ARE
URGED TO CONSULT WITH THEIR TAX ADVISORS REGARDING WHETHER, AND UNDER WHAT
CONDITIONS, SUCH EXEMPTION IS AVAILABLE.
 
                               FUND TRANSACTIONS
 
    The Trust has no obligation to deal with any dealer or group of dealers in
the execution of transactions in portfolio securities. Subject to policies
established by the Trustees, the Adviser is responsible for placing the orders
to execute transactions for the Funds. In placing orders, it is the policy of
the Trust to seek to obtain the best net results taking into account such
factors as price (including the applicable dealer spread), the size, type and
difficulty of the transaction involved, the firm's general execution and
operational facilities, and the firm's risk in positioning the securities
involved. While the Adviser generally seeks reasonably competitive spreads or
commissions, the Trust will not necessarily be paying the lowest spread or
commission available.
 
    The money market securities in which the Funds invest are traded primarily
in the over-the-counter market. Bonds and debentures are usually traded
over-the-counter, but may be traded on an exchange. Where possible, the Adviser
will deal directly with the dealers who make a market in the securities involved
except in those circumstances where better prices and execution are available
elsewhere. Such dealers usually are acting as principal for their own account.
On occasion, securities may be purchased directly from the issuer. Money market
securities are generally traded on a net basis and do not normally involve
either brokerage commissions or transfer taxes. The cost of executing portfolio
securities transactions of the Trust will primarily consist of dealer spreads
and underwriting commissions.
 
                                      B-42
<PAGE>
                        TRADING PRACTICES AND BROKERAGE
 
THE TRUST
 
    The Adviser selects brokers or dealers to execute transactions for the
purchase or sale of portfolio securities on the basis of its judgment of their
professional capability to provide the service. The primary consideration is to
have brokers or dealers execute transactions at best price and execution. Best
price and execution refers to many factors, including the price paid or received
for a security, the commission charged, the promptness and reliability of
execution, the confidentiality and placement accorded the order and other
factors affecting the overall benefit obtained by the account on the
transaction. The Trust's determination of what are reasonably competitive rates
is based upon the professional knowledge of its trading department as to rates
paid and charged for similar transactions throughout the securities industry. In
some instances, the Trust pays a minimal share transaction cost when the
transaction presents no difficulty. Some trades are made on a net basis where
the Trust either buys securities directly from the dealer or sells them to the
dealer. In these instances, there is no direct commission charged but there is a
spread (the difference between the buy and sell price) which is the equivalent
of a commission.
 
    The Trust may allocate out of all commission business generated by all of
the funds and accounts under management by the Adviser, brokerage business to
brokers or dealers who provide brokerage and research services. These research
services include (i) advice, either directly or through publications or
writings, as to the value of securities, the advisability of investing in,
purchasing or selling securities, and the availability of securities or
purchasers or sellers of securities; (ii) furnishing of analyses and reports
concerning issuers, securities or industries; (iii) providing information on
economic factors and trends, assisting in determining portfolio strategy,
providing computer software used in security analyses, and providing portfolio
performance evaluation and technical market analyses. Such services are used by
the Adviser in connection with its investment decision-making process with
respect to one or more funds and accounts managed by it, and may not be used
exclusively with respect to the fund or account generating the brokerage.
 
    As provided in the Securities Exchange Act of 1934, as amended, higher
commissions may be paid to broker-dealers who provide brokerage and research
services than to broker-dealers who do not provide such services if such higher
commissions are deemed reasonable in relation to the value of the brokerage and
research services provided. Although transactions are directed to broker-dealers
who provide such brokerage and research services, the Trust believes that the
commissions paid to such broker-dealers are not, in general, higher than
commissions that would be paid to broker-dealers not providing such services and
that such commissions are reasonable in relation to the value of the brokerage
and research services provided. In addition, portfolio transactions which
generate commissions or their equivalent are directed to broker-dealers who
provide daily portfolio pricing services to the Trust. Subject to best price and
execution, commissions used for pricing may or may not be generated by the funds
receiving the pricing service.
 
                                      B-43
<PAGE>
    For the fiscal year ended September 30, 1997, the following commissions were
paid on brokerage transactions, pursuant to an agreement or understanding, to
brokers because of research services provided by the brokers:
 
<TABLE>
<CAPTION>
                                                                                              TOTAL DOLLAR AMOUNT
                                                                                                      OF
                                                                                                 TRANSACTIONS
                                                                                                   INVOLVING
                                                                                              DIRECTED BROKERAGE
                                                                   TOTAL DOLLAR AMOUNT OF       COMMISSIONS FOR
                                                                  BROKERAGE COMMISSIONS FOR        RESEARCH
FUND                                                               RESEARCH SERVICES(000)        SERVICES(000)
- ----------------------------------------------------------------  -------------------------  ---------------------
<S>                                                               <C>                        <C>
Treasury Securities Money Market Fund...........................                   0                        0
Tax Exempt Money Market Fund....................................                   0                        0
Institutional Money Market Fund.................................                   0                        0
Government Securities Fund......................................                   0                        0
Louisiana Tax-Free Income Fund..................................                   0                        0
Balanced Fund...................................................                 148                   80,956
Value Equity Fund...............................................                 361                  183,830
Growth Equity Fund..............................................                  49                   28,043
Strategic Income Bond Fund......................................                   0                        0
Small Cap Equity Fund...........................................                   0                        0
International Equity Fund.......................................                   0                        0
</TABLE>
 
    The Adviser may place a combined order for two or more accounts or funds
engaged in the purchase or sale of the same security if, in its judgment, joint
execution is in the best interest of each participant and will result in best
price and execution. Transactions involving commingled orders are allocated in a
manner deemed equitable to each account or fund. It is believed that the ability
of the accounts to participate in volume transactions will generally be
beneficial to the accounts and funds. Although it is recognized that, in some
cases, the joint execution of orders could adversely affect the price or volume
of the security that a particular account or trust may obtain, it is the opinion
of the Adviser and the Trust's Board of Trustees that the advantages of combined
orders outweigh the possible disadvantages of separate transactions.
 
    Consistent with the Conduct Rules of the National Association of Securities
Dealers, Inc., and subject to seeking best price and execution, the Fund may
place orders with broker-dealers which have agreed to defray certain Trust
expenses such as custodian fees, and may, at the request of the Distributor,
give consideration to sales of shares of the Trust as a factor in the selection
of brokers and dealers to execute Trust portfolio transactions.
 
    It is expected that the Trust may execute brokerage or other agency
transactions through the Distributor or an affiliate of the Adviser, both of
which are registered broker-dealers, for a commission in conformity with the
1940 Act, the Securities Exchange Act of 1934 and rules promulgated by the
Securities and Exchange Commission (the "SEC"). Under these provisions, the
Distributor or an affiliate of the Adviser is permitted to receive and retain
compensation for effecting portfolio transactions for the Trust on an exchange
if a written contract is in effect between the Distributor and the Trust
expressly permitting the Distributor or an affiliate of the Adviser to receive
and retain such compensation. These rules further require that commissions paid
to the Distributor or affiliate of the Adviser by the Trust for exchange
transactions not exceed "usual and customary" brokerage commissions. The rules
define "usual and customary" commissions to include amounts which are
"reasonable and fair compared to the commission, fee or other renumeration
received or to be received by other brokers in connection with comparable
transactions involving similar securities being purchased or sold on a
securities exchange during a comparable period of time." In addition, the Trust
may direct commission business to one or more designated broker-dealers in
connection with such broker-dealer's provision of services to the Trust or
payment of certain Trust expenses (E.G., custody, pricing and professional
fees). The Trustees, including those who are not "interested persons" of the
Trust, have adopted procedures for evaluating the reasonableness of commissions
paid to the Distributor and will review these procedures periodically.
 
                                      B-44
<PAGE>
    For the fiscal years ended September 30, 1995, 1996 and 1997, the Funds paid
the following brokerage commissions:
 
<TABLE>
<CAPTION>
                                                                                          AMOUNT PAID TO SEI
                                                     TOTAL BROKERAGE COMMISSIONS            INVESTMENTS(1)
                                                   -------------------------------  -------------------------------
FUND                                                 1995       1996       1997       1995       1996       1997
- -------------------------------------------------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                                                <C>        <C>        <C>        <C>        <C>        <C>
Treasury Securities Money Market Fund............     --         --         N/A        N/A        N/A         0
Tax Exempt Money Market Fund.....................      *          *          *          *          *          0
Institutional Money Market Fund..................     --         --         N/A        N/A        N/A         0
Government Securities Fund.......................     --         --         N/A        N/A        N/A         0
Louisiana Tax-Free Income Fund...................     --         --         N/A        N/A        N/A         0
Balanced Fund....................................    127,294    148,272    162,158      0          0          0
Value Equity Fund................................    161,492    363,554    347,766      0          0          0
Growth Equity Fund...............................      *         48,628     42,444      *          0          0
Strategic Income Bond Fund.......................      *          *          0          *          *          0
Small Cap Equity Fund............................      *          *          0          *          *          0
International Equity Fund........................      *          *          0          *          *         N/A
</TABLE>
 
- ------------------------
 
 * Had not commenced operations as of the end of the fiscal year.
 
(1) The amounts paid to SEI Investments reflect fees paid in connection with
    repurchase agreement transactions.
 
    For the fiscal years indicated, the Funds paid the following brokerage
commissions:
 
<TABLE>
<CAPTION>
                                                                                                          % OF TOTAL
                                                                                           % OF TOTAL     BROKERAGE       TOTAL $
                                                                                            BROKERAGE    TRANSACTIONS    AMOUNT OF
                                                                    TOTAL $ AMOUNT OF      COMMISSIONS     EFFECTED      BROKERAGE
                                         TOTAL $ AMOUNT OF        BROKERAGE COMMISSIONS    PAID TO THE     THROUGH      COMMISSIONS
                                       BROKERAGE COMMISSIONS       PAID TO AFFILIATED      AFFILIATED     AFFILIATED     PAID FOR
                                               PAID                      BROKERS             BROKERS       BROKERS       RESEARCH
                                     -------------------------  -------------------------  -----------   ------------   -----------
FUND                                  1995     1996     1997     1995     1996     1997       1997           1997          1997
- -----------------------------------  -------  -------  -------  -------  -------  -------  -----------   ------------   -----------
<S>                                  <C>      <C>      <C>      <C>      <C>      <C>      <C>           <C>            <C>
Treasury Securities Money Market
  Fund.............................    --       --       N/A      N/A      N/A       0             0             0              0
Tax Exempt Money Market Fund.......     *        *        *        *        *        0             0             0              0
Institutional Money Market Fund....    --       --       N/A      N/A      N/A       0             0             0              0
Government Securities
  Fund.............................    --       --       N/A      N/A      N/A       0             0             0              0
Louisiana Tax-Free Income Fund.....    --       --       N/A      N/A      N/A       0             0             0              0
Balanced Fund......................  127,294  148,272  162,158   14,688  147,931     0             0             0         88,963
Value Equity Fund..................  161,492  363,554  347,766   24,648  314,153     0             0             0        218,132
Growth Equity Fund.................     *      48,628   42,444     *      34,368     0             0             0         29,177
Strategic Income Bond Fund.........     *        *        0        *        *        0             0             0              0
Small Cap Equity Fund..............     *        *        0        *        *        0             0             0              0
International Equity Fund..........     *        *        0        *        *        0             0             0              0
</TABLE>
 
- ------------------------
 
* Had not commenced operations as of the end of the fiscal year.
 
                                      B-45
<PAGE>
    The Trust is required to identify any securities of its "regular brokers or
dealers" (as such term is defined in the Investment Company Act) which the Trust
has acquired during its most recent fiscal year. "Regular brokers or dealers" of
the Trust are the ten brokers or dealers that, during the most recent fiscal
year, (i) received the greatest dollar amounts of brokerage commissions from the
Trust's portfolio transactions, (ii) engaged as principal in the largest dollar
amounts of brokerage commissions from the Trust's portfolio transactions, or
(iii) sold the largest dollar amounts of the Trust's shares. As of September 30,
1997, the Government Securities Fund Portfolio held the following debt security:
$502,000 issued by Lehman Brothers; and the Strategic Income Bond Fund Portfolio
held the following debt securities; $579,000 issued by Merrill Lynch Government
Securities Inc., $328,000 issued by Lehman Brothers and $490,000 held by General
Electric Capital Corp.
 
THE PORTFOLIOS
 
    SIMT--SIMT has no obligation to deal with any dealer or group of dealers in
the execution of transactions in portfolio securities. Subject to policies
established by the Trustees, the advisers are responsible for placing orders to
execute Portfolio transactions. In placing orders, it is SIMT's policy to seek
to obtain the best net results taking into account such factors as price
(including the applicable dealer spread), size, type and difficulty of the
transaction involved, the firm's general execution and operational facilities,
and the firm's risk in positioning the securities involved. While the Money
Managers generally seek reasonably competitive spreads or commissions, SIMT will
not necessarily be paying the lowest spread or commission available. SIMT will
not purchase portfolio securities from any affiliated person acting as principal
except in conformity with the regulations of the SEC.
 
    It is expected that the Small Cap Growth Portfolio may execute brokerage or
other agency transactions through the Distributor, a registered broker-dealer,
for a commission in conformity with the 1940 Act, the Securities Exchange Act of
1934, as amended, and rules and regulations of the SEC. Under these provisions,
the Distributor is permitted to receive and retain compensation for effecting
portfolio transactions for a Portfolio on an exchange if a written contract is
in effect between the Distributor and the Trust expressly permitting the
Distributor to receive and retain such compensation. These provisions further
require that commissions paid to the Distributor by SIMT for exchange
transactions not exceed "usual and customary" brokerage commissions. The rules
define "usual and customary" commissions to include amounts which are
"reasonable and fair compared to the commission, fee or other remuneration
received or to be received by other brokers in connection with comparable
transactions involving similar securities being purchased or sold on a
securities exchange during a comparable period of time." In addition, the
Portfolio may direct commission business to one or more designated
broker-dealers, including the Distributor, in connection with such
broker-dealer's payment of certain of the Portfolios' expenses. The Trustees,
including those who are not "interested persons" of SIMT, have adopted
procedures for evaluating the reasonableness of commissions paid to the
Distributor and will review these procedures periodically. In addition, SIMC has
adopted a policy respecting the receipt of research and related products and
services in connection with transactions effected for Portfolios operating
within the "Manager of Managers" structure. Under this policy, SIMC and the
various firms that serve as Money Managers to certain Portfolios of SIMT, in the
exercise of joint investment discretion over the assets of the Portfolio, will
direct a substantial portion of a Portfolio's brokerage to the Distributor in
consideration of the Distributor's provision of research and related products to
SIMC for use in performing its advisory responsibilities. All such transactions
directed to the Distributor must be accomplished in a manner that is consistent
with the SIMT's policy to achieve best net results, and must comply with SIMT's
procedures regarding the execution of transactions through affiliated brokers.
 
                                      B-46
<PAGE>
 
<TABLE>
<CAPTION>
                                                                                                   % OF TOTAL
                                                                                    % OF TOTAL     BROKERAGE       TOTAL $
                                                                                     BROKERAGE    TRANSACTIONS    AMOUNT OF
                                                             TOTAL $ AMOUNT OF      COMMISSIONS     EFFECTED      BROKERAGE
                                  TOTAL $ AMOUNT OF        BROKERAGE COMMISSIONS    PAID TO THE     THROUGH      COMMISSIONS
                                BROKERAGE COMMISSIONS        PAID TO AFFILIATED     AFFILIATED     AFFILIATED     PAID FOR
                                         PAID                     BROKERS             BROKERS       BROKERS       RESEARCH
                              --------------------------  ------------------------  -----------   ------------   -----------
FUND                          1995      1996      1997    1995     1996     1997       1997           1997          1997
- ----------------------------  -----   --------  --------  -----   -------  -------  -----------   ------------   -----------
<S>                           <C>     <C>       <C>       <C>     <C>      <C>      <C>           <C>            <C>
Small Cap Growth
 Portfolio..................    *     $551,149  $803,002    *     $15,867  $77,385      9.64%         7.26%          $0
</TABLE>
 
- ------------------------
 
*Had not commenced operations as of the end of the fiscal year.
 
    SIMT is required to identify any securities of its "regular brokers or
dealers" (as such term is defined in the Investment Company Act) which SIMT has
acquired during its most recent fiscal year. As of September 30, 1997, the Small
Cap Growth Portfolio held the following debt security: $19,147,000 issued by
J.P. Morgan.
 
    SIT--SIT has no obligation to deal with any dealer or group of dealers in
the execution of transactions in portfolio securities. Subject to policies
established by the Trustees, SIMC is responsible for placing orders to execute
Portfolio transactions. In placing orders, it is SIT's policy to seek to obtain
the best net results taking into account such factors as price (including the
applicable dealer spread), size, type and difficulty of the transaction
involved, the firm's general execution and operational facilities, and the
firm's risk in positioning the securities involved. While SIMC generally seeks
reasonably competitive spreads or commissions, the Trust will not necessarily be
paying the lowest spread or commission available. SIT will not purchase
portfolio securities from any affiliated person acting as principal except in
conformity with the regulations of the SEC.
 
    SIT does not expect to use one particular dealer, but, subject to SIT's
policy of seeking the best net results, dealers who provide supplemental
investment research to SIMC or the Money Managers may receive orders for
transactions by SIT. Information so received will be in addition to and not in
lieu of the services required to be performed by SIMC or the Money Managers
under the Portfolio's advisory agreement and sub-advisory agreement, and the
expenses of the SIMC and the Money Managers will not necessarily be reduced as a
result of the receipt of such supplemental information. These research services
include advice, either directly or through publications or writings, as to the
value of securities, the advisability of investing in, purchasing or selling
securities, and the availability of securities or purchasers or sellers of
securities; furnishing of analyses and reports concerning issuers, securities or
industries; providing information on economic factors and trends, assisting in
determining portfolio performance evaluation and technical market analyses. Such
services are used by the SIMC or the Money Managers in connection with their
investment decision-making process with respect to one or more funds and
accounts managed by them, and may not be used exclusively with respect to the
fund or account generating the brokerage.
 
    The money market securities in which the International Equity Portfolio
invests are traded primarily in the over-the-counter market. Bonds and
debentures are usually traded over-the-counter, but may be traded on an
exchange. Where possible, each Money Manager will deal directly with the dealers
who make a market in the securities involved except in those circumstances where
better prices and execution are available elsewhere. Such dealers usually are
acting as principal for their own account. On occasion, securities may be
purchased directly from the issuer. Money market securities are generally traded
on a net basis and do not normally involve either brokerage commissions or
transfer taxes. The cost of executing portfolio securities transactions of the
Portfolio will primarily consist of dealer spreads and underwriting commissions.
 
    It is expected that the Portfolio may execute brokerage or other agency
transactions through the Distributor, a registered broker-dealer, for a
commission, in conformity with the 1940 Act, the Securities
 
                                      B-47
<PAGE>
Exchange Act of 1934, as amended, and the rules and regulations thereunder.
Under these provisions, the Distributor is permitted to receive and retain
compensation for effecting portfolio transactions for the Portfolio on an
exchange if a written contract is in effect between the Distributor and SIT
expressly permitting the Distributor to receive and retain such compensation.
These provisions further require that commissions paid to the Distributor by SIT
for exchange transactions not exceed "usual and customary" brokerage
commissions. The rules define "usual and customary" commissions to include
amounts which are "reasonable and fair compared to the commission, fee or other
renumeration received or to be received by other brokers in connection with
comparable transactions involving similar securities being purchased or sold on
a securities exchange during a comparable period of time." The Trustees,
including those who are not "interested persons" of SIT, have adopted procedures
for evaluating the reasonableness of commissions paid to the Distributor and
will review these procedures periodically.
 
    In addition, SIMC has adopted a policy respecting the receipt of research
and related products and services in connection with transactions effected for
Portfolios operating within the "Manager of Managers" structure. Under this
policy, SIMC and the various firms that serve as Money Managers to the
Portfolio, in the exercise of joint investment discretion over the assets of the
Portfolio, will direct a substantial portion of the Portfolio's brokerage to the
Distributor in consideration of the Distributor's provision of research and
related products to SIMC for use in performing its advisory responsibilities.
All such transactions directed to the Distributor must be accomplished in a
manner that is consistent with SIT's policy to achieve best net results, and
must comply with SIT's procedures regarding the execution of transactions
through affiliated brokers.
 
<TABLE>
<CAPTION>
                                                                                                          % OF TOTAL
                                                                                           % OF TOTAL     BROKERAGE       TOTAL $
                                                                                            BROKERAGE    TRANSACTIONS    AMOUNT OF
                                                                    TOTAL $ AMOUNT OF      COMMISSIONS     EFFECTED      BROKERAGE
                                         TOTAL $ AMOUNT OF        BROKERAGE COMMISSIONS    PAID TO THE     THROUGH      COMMISSIONS
                                       BROKERAGE COMMISSIONS       PAID TO AFFILIATED      AFFILIATED     AFFILIATED     PAID FOR
                                               PAID                      BROKERS             BROKERS       BROKERS       RESEARCH
                                     -------------------------  -------------------------  -----------   ------------   -----------
FUND                                  1995     1996     1997     1995     1996     1997       1997           1997          1997
- -----------------------------------  -------  -------  -------  -------  -------  -------  -----------   ------------   -----------
<S>                                  <C>      <C>      <C>      <C>      <C>      <C>      <C>           <C>            <C>
International Equity Portfolio.....    1,482    1,604    2,320      171      577      383      16.51         34.17        479,553
</TABLE>
 
    SIT is required to identify any securities of its "regular brokers or
dealers" (as such term is defined in the Investment Company Act) which SIT has
acquired during its most recent fiscal year. As of February 28, 1997, the
International Equity Portfolio held no debt securities.
 
    Since SIT does not market its shares through intermediary brokers or
dealers, it is not the SIT's practice to allocate brokerage or principal
business on the basis of sales of its shares which may be made through such
firms. However, the SIMC may place Portfolio orders with qualified
broker-dealers who recommend the SIT to clients, and may, when a number of
brokers and dealers can provide best price and execution on a particular
transaction, consider such recommendations by a broker or dealer in selecting
among broker-dealers.
 
                                      B-48
<PAGE>
                               PORTFOLIO TURNOVER
 
    For the fiscal years ended September 30, 1996 and 1997, the portfolio
turnover rate for each of the Funds was as follows:
 
<TABLE>
<CAPTION>
                                                                                      TURNOVER RATE
                                                                                   --------------------
FUND                                                                                 1996       1997
- ---------------------------------------------------------------------------------  ---------  ---------
<S>                                                                                <C>        <C>
Government Securities Fund.......................................................     22.80%     11.88%
Balanced Fund....................................................................     57.22%     40.97%
Value Equity Fund................................................................     95.93%     97.91%
Louisiana Tax-Free Income Fund...................................................      8.26%      0.77%
Growth Equity Fund...............................................................     91.09%(1)    65.12%
Strategic Income Bond Fund.......................................................      *          1.34%
Small Cap Equity Fund............................................................      *         29.56%
International Equity Fund........................................................      *          4.69%
</TABLE>
 
- ------------------------
 
 * Had not commenced operations as of the end of the fiscal year.
 
(1) The portfolio turnover rate reflects the rate since the Portfolio commenced
    operations on March 1, 1996.
 
    The portfolio turnover rate for the Small Cap Growth Portfolio for the
fiscal years ending September 30, 1996 and 1997 was 167% and 107%, respectively.
 
    The portfolio turnover rate for the International Equity Portfolio for the
fiscal years ended February 29, 1996 and February 28, 1997 was 102% and 117%,
respectively.
 
                             DESCRIPTION OF SHARES
 
    The Trust is a Massachusetts business trust and was organized pursuant to a
Declaration of Trust. The Declaration of Trust authorizes the Board of Trustees
to issue an unlimited number of shares, which are units of beneficial interest.
The Trust presently has series of shares which represent interests in the
following Funds: the Government Securities Fund, the Louisiana Fund, the
Strategic Income Bond Fund, the Balanced Fund, the Value Equity Fund, the Growth
Equity Fund, the Small Cap Equity Fund, the International Equity Fund, the
Treasury Securities Money Market Fund, the Institutional Money Market Fund and
the Tax Exempt Money Market Fund, respectively. The Trust's Declaration of Trust
authorizes the Board of Trustees to divide or redivide any unissued shares of
the Trust into one or more additional series.
 
    Shares have no subscription or preemptive rights and only such conversion or
exchange rights as the Board of Trustees may grant in its discretion. When
issued for payment as described in the Prospectuses and this Statement of
Additional Information, the Trust's shares will be fully paid and
non-assessable, subject only to the possibility of shareholder liability
described in the following section. All consideration received by the Trust for
shares of any additional series and all assets in which such consideration is
invested would belong to that series and would be subject to the liabilities
related thereto. In the event of a liquidation or dissolution of the Trust,
shareholders of a Fund are entitled to receive the assets available for
distribution belonging to that 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. Share
certificates representing shares will not be issued.
 
                                      B-49
<PAGE>
                             SHAREHOLDER LIABILITY
 
    The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders of such a trust could,
under certain circumstances, be held personally liable as partners for the
obligations of the trust. Even if the Trust were held to be a partnership,
however, the possibility of the shareholders' incurring financial loss for that
reason appears remote because the Trust's Declaration of Trust contains an
express disclaimer of shareholder liability for obligations of the Trust and
requires that notice of such disclaimer be given in each agreement, obligation
or instrument entered into or executed by or on behalf of the Trust or the
Trustees, and because the Declaration of Trust provides for indemnification out
of the Trust property for any shareholder held personally liable for the
obligations of the Trust.
 
                       LIMITATION OF TRUSTEES' LIABILITY
 
    The Declaration of Trust provides that a Trustee shall be liable only for
his own willful defaults and, if reasonable care has been exercised in the
selection of officers, agents, employees or investment advisers, shall not be
liable for any neglect or wrongdoing of any such person. The Declaration of
Trust also provides that the Trust will indemnify its Trustees and officers
against liabilities and expenses incurred in connection with actual or
threatened litigation in which they may be involved because of their offices
with the Trust unless it is determined in the manner provided in the Declaration
of Trust that they have not acted in good faith in the reasonable belief that
their actions were in the best interests of the Trust. However, nothing in the
Declaration of Trust shall protect or indemnify a Trustee against any liability
for his willful misfeasance, bad faith, gross negligence or reckless disregard
of his duties.
 
                                5% SHAREHOLDERS
 
    The names and addresses of the holders of 5% or more of the outstanding
shares of any Fund as of January 21, 1998 and the percentage of outstanding
shares of such Fund held by such shareholders as of such date are, to Trust
management's knowledge, as follows(1):
 
<TABLE>
<CAPTION>
NAME AND ADDRESS OF RECORD OR BENEFICIAL HOLDER      NUMBER OF SHARES     % OF OWNERSHIP
- --------------------------------------------------   ----------------    ----------------
<S>                                                  <C>                 <C>
 
TREASURY SECURITIES MONEY MARKET FUND--TRUST CLASS
 
ENBECEE Company...................................      521,877,017             99.98%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
 
TREASURY SECURITIES MONEY MARKET FUND--RETAIL
CLASS
 
National Financial Services Corp.
  for the Exclusive Benefit of Our Customers......      337,233,793             58.54%
PO Box 3752
Church Street Station
New York, NY 10008-3752
 
ENBECEE Company...................................      238,570,250             41.41%
Attn: Cash Sweep
PO Box 61837
New Orleans, LA 70161-1837
</TABLE>
 
                                      B-50
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS OF RECORD OR BENEFICIAL HOLDER      NUMBER OF SHARES     % OF OWNERSHIP
- --------------------------------------------------   ----------------    ----------------
<S>                                                  <C>                 <C>
 
TAX EXEMPT MONEY MARKET FUND
 
National Financial Services Corp.
  for the Exclusive Benefit of Our Customers......       66,275,067             46.92%
PO Box 3752
Church Street Station
New York, NY 10008-3752
 
ENBECEE Company...................................       59,728,073             42.29%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
 
ENBECEE Company...................................       15,232,979             10.78%
Attn: Cash Sweep
PO Box 61837
New Orleans, LA 70161-1837
 
INSTITUTIONAL MONEY MARKET FUND
 
ENBECEE Company...................................       49,855,768               100%
Attn: Trust Services
Cash Sweep
PO Box 61837
New Orleans, LA 70161-1837
 
GOVERNMENT SECURITIES FUND
 
ENBECEE Company...................................        8,012,749             53.63%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
 
ENBECEE Company...................................        6,532,919             43.73%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
 
LOUISIANA TAX-FREE INCOME FUND
 
ENBECEE Company...................................        1,436,392             34.63%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
</TABLE>
 
                                      B-51
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS OF RECORD OR BENEFICIAL HOLDER      NUMBER OF SHARES     % OF OWNERSHIP
- --------------------------------------------------   ----------------    ----------------
<S>                                                  <C>                 <C>
 
BALANCED FUND
 
ENBECEE Company...................................        9,949,859             88.27%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
 
ENBECEE Company...................................          681,947              6.05%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
 
VALUE EQUITY FUND
 
ENBECEE Company...................................        4,166,181             44.47%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
 
ENBECEE Company...................................        9,369,442             38.44%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
 
STRATEGIC INCOME BOND FUND
 
ENBECEE Company...................................          746,547             47.22%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
 
ENBECEE Company...................................          660,676             41.79%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
</TABLE>
 
                                      B-52
<PAGE>
 
<TABLE>
<CAPTION>
NAME AND ADDRESS OF RECORD OR BENEFICIAL HOLDER      NUMBER OF SHARES     % OF OWNERSHIP
- --------------------------------------------------   ----------------    ----------------
<S>                                                  <C>                 <C>
 
SMALL CAP EQUITY FUND
 
ENBECEE Company...................................          174,900             40.81%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
 
ENBECEE Company...................................           71,800             16.75%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
 
INTERNATIONAL EQUITY FUND
 
ENBECEE Company...................................          197,679             71.72%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
 
ENBECEE Company...................................           19,898              7.22%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
 
GROWTH EQUITY FUND
 
ENBECEE Company...................................        1,575,814             62.38%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
 
ENBECEE Company...................................          666,552             26.39%
c/o FNBC
Trust Group Services
PO Box 61837
New Orleans, LA 70161-1837
</TABLE>
 
- ------------------------
 
(1) The Trust believes that most of the shares referred to above were held by
    the above persons in accounts for their fiduciary, agency or custodial
    customers.
 
                                      B-53
<PAGE>
                              FINANCIAL STATEMENTS
 
THE TRUST
 
    The financial statements of the Trust are incorporated by reference into
this Statement of Additional Information. The financial statements have been
audited by Arthur Andersen LLP, independent public accountants to the Trust, as
indicated in their report with respect thereto, and are incorporated herein by
reference in reliance upon the authority of said firm as experts in accounting
and auditing in giving said report. A copy of the 1997 Annual Report to
Shareholders must accompany the delivery of this Statement of Additional of
Information.
 
SIMT AND SIT
 
    SIMT's financial statements (as of, and for the fiscal year ended, September
30, 1997) with respect to the Small Cap Growth Portfolio only and SIT's
financial statements (as of, and for the fiscal year ended, February 28, 1997)
with respect to the International Equity Portfolio only, are incorporated by
reference into this Statement of Additional Information. Such financial
statements have been audited by Price Waterhouse LLP, independent accountants to
SIMT and SIT, as indicated in SIMT's and SIT's respective annual reports and are
incorporated herein by reference in reliance on the reports of Price Waterhouse
LLP, independent accountants, given on authority of said firm as experts in
accounting and auditing. Also, SIT's semi-annual unaudited financial statements
(as of, and for the six month period ended August 31, 1997) with respect to the
International Equity Portfolio only, are incorporated by reference into this
Statement of Additional Information. A copy of each of the SIMT and SIT 1997
Annual Reports to Shareholders and the SIT 1997 Semi-Annual Report to
Shareholders must accompany the delivery of this Statement of Additional
Information.
 
                                      B-54
<PAGE>
                                    APPENDIX
 
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 Services, Inc.
("Moody's"), Fitch Investors Service, Inc. ("Fitch"), Duff & Phelps, Inc.
("Duff") and IBCA Limited and IBCA, Inc. (together "IBCA").
 
    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 degree of safety regarding timely payment but not as high a
degree as A-1.
 
    Commercial paper rated Prime-1 or Prime-2 by Moody's are judged by Moody's
to be of the "highest" and "higher" quality, respectively, on the basis of
relative repayment capacity.
 
    The rating Fitch-1 (Highest Grade) is the highest commercial paper rating
assigned by Fitch. Commercial 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.
 
    Commercial paper rated Duff-1 is regarded as having very high certainty of
timely payment with excellent liquidity factors which are supported by good
fundamental protection factors. Risk factors are minor. Ratings of Duff-1 are
further refined by the gradations of "1+" and "1-". Issues rated Duff-1+ have
the highest certainty of timely payment, outstanding short term liquidity, and
safety just below risk-free U.S. Treasury short-term obligations. Issues rated
Duff-1 have high certainty of timely payment, strong liquidity factors supported
by good fundamental protection factors, and small risk factors. Commercial 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.
 
DESCRIPTION OF CORPORATE BOND RATINGS
 
    The following descriptions of corporate bond ratings have been published by
S&P, Moody's, Fitch, Duff and IBCA.
 
    Bonds rated AAA have the highest rating that S&P assigns to a debt
obligation. Such a rating indicates an extremely strong capacity to pay
principal and interest. Bonds rated AA by S&P also qualify as high-quality debt
obligations. Capacity to pay principal and interest is very strong, and in the
majority of instances bonds rated AA differ from AAA issues only to a small
degree. Debt rated A by S&P 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 which are rated BBB by S&P are considered 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.
 
    Bonds which 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 edged" bonds. 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 are 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. 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, fluctuation of protective
 
                                      A-1
<PAGE>
elements may be of greater amplitude, or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.
 
    Bonds which are rated A by Moody's possess many favorable investment
attributes and are considered 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.
Debt rated Baa by Moody's is regarded as having an adequate capacity to pay
principal and interest and repay principal. Whereas debt in this category
normally exhibits adequate protection parameters, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity to pay
principal and interest and repay principal for debt in this category than in
higher rated categories.
 
    Bonds rated AAA by Fitch are judged by Fitch to be strictly high grade,
broadly marketable, suitable for investment by trustees and fiduciary
institutions, and liable to but only slight market fluctuation other than market
fluctuation caused by changes in the money rate. The prime feature of an AAA
bond is a showing of earnings several times or many times interest requirements,
with such stability of applicable earnings that safety is beyond reasonable
question whatever changes occur in conditions. Bonds rated AA by Fitch are
judged by Fitch to be of safety virtually beyond question and are readily
salable. The merits of bonds in this category are not unlike those of the AAA
class, but whose margin of safety is less strikingly broad. The issue may be the
obligation of a small company, strongly secured but influenced as to rating by
the lesser financial power of the enterprise and more local type market. Bonds
rated A by Fitch are 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. Bonds rated BBB by
Fitch are considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic condition and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.
 
    Bonds rated AAA by Duff are judged by Duff to be of the highest credit
quality, with negligible risk factors being only slightly more than for
risk-free U.S. Treasury debt. Bonds rated AA by Duff are judged by Duff to be of
high credit quality with strong protection factors and risk that is modest but
that may vary slightly from time to time because of economic conditions. Bonds
rated A by Duff are judged by Duff to have average but adequate protection
factors. However, risk factors are more variable and greater in periods of
economic stress. bonds rated BBB by Duff are judged by Duff as having below
average protection factors but still considerable variability in risk during
economic cycles.
 
    Obligations rated AAA by IBCA have 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. Obligations for which there
is a very low expectation of investment risk are rated AA by IBCA. 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. Obligations for which there is a low expectation of
investment risk are rated A by IBCA. 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. Obligations for
which there is currently a low expectation of investment risk are rated BBB by
IBCA. Capacity for timely repayment of principal and interest is adequate,
although adverse changes in business, economic or financial conditions are more
likely to lead to increased investment risk than for obligations in higher
categories.
 
                                      A-2
<PAGE>

                       STATEMENT OF ADDITIONAL INFORMATION

                                THE ONE GROUP(R)

            The One Group U.S. Treasury Securities Money Market Fund
               (the "U.S. Treasury Securities Money Market Fund")
      The One Group Prime Money Market Fund (the "Prime Money Market Fund")
  The One Group Municipal Money Market Fund (the "Municipal Money Market Fund")
The One Group Ohio Municipal Money Market Fund (the "Ohio Municipal Money Market
                                     Fund")
           The One Group Income Equity Fund (the "Income Equity Fund")
       The One Group Disciplined Value Fund (the "Disciplined Value Fund")
    The One Group Growth Opportunities Fund (the "Growth Opportunities Fund")
 The One Group International Equity Index Fund (the "International Equity Index
                                     Fund")
            The One Group Equity Index Fund (the "Equity Index Fund")
     The One Group Large Company Value Fund (the "Large Company Value Fund")
    The One Group Large Company Growth Fund (the "Large Company Growth Fund")
        The One Group Asset Allocation Fund (the "Asset Allocation Fund")
             The One Group Income Bond Fund (the "Income Bond Fund")
 The One Group Limited Volatility Bond Fund (the "Limited Volatility Bond Fund")
       The One Group Intermediate Bond Fund (the "Intermediate Bond Fund")
         The One Group Government Bond Fund (the "Government Bond Fund")
 The One Group Ultra Short-Term Income Fund (the "Ultra Short-Term Income Fund")
        The One Group Municipal Income Fund (the "Municipal Income Fund")
 The One Group Intermediate Tax-Free Bond Fund (the "Intermediate Tax-Free Bond
                                     Fund")
     The One Group Ohio Municipal Bond Fund (the "Ohio Municipal Bond Fund")
     The One Group Texas Tax-Free Bond Fund (the "Texas Tax-Free Bond Fund")
  The One Group West Virginia Municipal Bond Fund (the "West Virginia Municipal
                                   Bond Fund")
The One Group Kentucky Municipal Bond Fund (the "Kentucky Municipal Bond Fund")
  The One Group Arizona Municipal Bond Fund (the "Arizona Municipal Bond Fund")
   The One Group Treasury Money Market Fund (the "Treasury Money Market Fund")
 The One Group Treasury Only Money Market Fund (the "Treasury Only Money Market
                                     Fund")
 The One Group Government Money Market Fund (the "Government Money Market Fund")
 The One Group Tax Exempt Money Market Fund (the "Tax Exempt Money Market Fund")
  The One Group Institutional Prime Money Market Fund (the "Institutional Prime
                               Money Market Fund")
   The One Group Louisiana Municipal Bond Fund (the "Louisiana Municipal Bond
                                     Fund")
            The One Group Value Growth Fund (the "Value Growth Fund")
    The One Group Small Capitalization Fund (the "Small Capitalization 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")
       The One Group Treasury & Agency Fund (the "Treasury & Agency Fund")
                  (each a "Fund," and collectively the "Funds")

                                November 1, 1997

This Statement of Additional Information is not a Prospectus, but supplements
and should be read in conjunction with the Prospectuses dated November 1, 1997.
This Statement of Additional Information is incorporated in its entirety into
each Fund's Prospectus. A copy of each Prospectus is available without charge by
writing to The One Group Services Company, 435 Stelzer Road, Columbus, Ohio
43219, or by telephoning toll free (800)-480-4111.

<PAGE>
                                TABLE OF CONTENTS


                                                                            PAGE

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...................................................3
            Commercial Paper...................................................3
            Repurchase Agreements..............................................3
            Reverse Repurchase Agreements......................................4
            Government Securities..............................................4
            Loan Participations and Assignments................................4
            Futures and Options Trading........................................5
            Futures Contracts..................................................5
            Restrictions on the Use of Futures Contracts.......................6
            Risk Factors in Futures Transactions...............................7
            Options Contracts..................................................7
            Covered Calls......................................................8
            Purchasing Call Options............................................9
            Purchasing Put Options............................................10
            Secured Puts......................................................10
            Risk Factors in Options Transactions..............................10
            Mortgage-Related Securities.......................................10
            Real Estate Investment Trusts ("REITs")...........................14
            Foreign Investments...............................................15
            PERCS       ......................................................16
            When-Issued Securities and Forward Commitments....................16
            Securities Lending................................................16
            Index Investing by the Equity Index and International
                        Equity Index Funds....................................17
            Foreign Currency Transactions.....................................18
            Forward Foreign Currency Exchange Contracts.......................19
            Foreign Currency Futures Contracts................................20

            Variable and Floating Rate Instruments............................22

            Municipal Securities..............................................23
            Demand Features...................................................26
            Swaps, Caps and Floors............................................26
            Structured Instruments............................................27
            New Financial Products............................................28
            Restricted Securities.............................................28
            High Yield Securities.............................................29
            U.S. Treasury Obligations.........................................30
            Treasury Receipts.................................................30
            Common Stock......................................................30
            Preferred Stock...................................................30
            Investment Company Securities.....................................30
            Convertible Securities............................................30
            Warrants    ......................................................30
            Asset-Backed Securities...........................................31
            Ohio Municipal Securities.........................................31
            West Virginia Municipal Securities................................32
            Kentucky Municipal Securities.....................................32
            Texas Municipal Securities........................................32
            Arizona Municipal Securities......................................33
            Louisiana Municipal Securities....................................34
            Investment Restrictions...........................................37
            Portfolio Turnover................................................41
            Additional Tax Information Concerning All Funds...................42

                                      (ii)

<PAGE>
            Additional Tax Information Concerning the Tax-Advantaged Funds....44
            Additional Tax Information Concerning the International
                        Equity Index Fund.....................................45
            Foreign Tax Credit................................................45

VALUATION   ..................................................................46
            Valuation of the Money Market and Institutional Money
                        Market Funds..........................................46
            Valuation of the Equity Funds, the Bond Funds and the
                        Municipal Bond Funds..................................46

ADDITIONAL INFORMATION REGARDING THE
            CALCULATION OF PER SHARE NET ASSET VALUE..........................47

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION................................47

MANAGEMENT OF THE TRUST.......................................................50
            Trustees & Officers...............................................50
            Investment Advisor................................................53
            Glass-Steagall Act................................................55
            Portfolio Transactions............................................56
            Administrator.....................................................57
            Distributor ......................................................62
            Distribution Plan.................................................62
            Custodian and Transfer Agent......................................65
            Experts     ......................................................65

ADDITIONAL INFORMATION........................................................66
            Description of Shares.............................................66
            Shareholder and Trustee Liability.................................66
            Performance.......................................................67
            Calculation of Performance Data...................................67
            Miscellaneous.....................................................75

                                      (iii)

<PAGE>
                                    THE TRUST

         The One Group (the "Trust") is an open-end management investment
company. The Trust consists of forty series of units of beneficial interest
("Shares") each representing interests in one of forty separate investment
portfolios ("Funds"), 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 Small Capitalization Fund (formerly 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 Treasury & Agency Fund, the Government
Bond Fund, the Income Fund and the Ultra Short-Term Income Fund (formerly the
Government ARM Fund) (these seven 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 Municipal Bond Fund, the Kentucky
Municipal Bond Fund, the Arizona Municipal 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 Municipal Bond Funds, and the Tax Exempt Money
Market Fund are also referred to as the "Tax-Advantaged 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 Municipal Bond Fund, the Texas Tax-Free Bond Fund, the Arizona
Municipal Bond Fund, the Ohio Municipal Money Market Fund, and the Louisiana
Municipal Bond Fund, which are non-diversified. Shares in the Funds of the Trust
(other than the Institutional Money Market Funds, and the Money Market Funds)
are offered in four separate classes: Fiduciary Class Shares, Class A Shares,
Class B Shares and Class C Shares. The U.S. Treasury Securities Money Market
Fund and the Prime Money Market Fund offer Class A Shares, Class B Shares, Class
C Shares, Fiduciary Class Shares and Service Class Shares. The Ohio Municipal
Money Market Fund and the Municipal Money Market Fund offer Class A, Class C and
Fiduciary 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.


                                       1

<PAGE>
                       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

         The Money Market and Institutional Money Market Funds, may invest only
in obligations determined by the Fund's investment Advisor, Banc One Investment
Advisors Corporation ("Banc One Advisors") 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 Banc One Advisors
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 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 Banc One Advisors 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 Banc One Advisors 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 Banc One Advisers 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 Banc One Advisors. 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 Banc One Advisors 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, the Municipal Money Market and the 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,


                                       2

<PAGE>
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, Banc One Advisors may be required
to promptly dispose of an obligation 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.

         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

         Bank obligations consist of bankers' acceptances, 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 and savings and loan associations 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).

         Time deposits are interest-bearing non-negotiable deposits at a bank or
a savings and loan association that have a specific maturity date. A time
deposit earns a specific rate of interest over a definite period of time. Time
deposits cannot be traded on the secondary market and those exceeding seven days
and with a withdrawal penalty are considered to be illiquid. 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 secured and 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 Investors Service, Inc. ("Moody's") or F-1 by Fitch
Investors Service, L.P. ("Fitch")) or if unrated, determined by Banc One
Advisors to be of comparable quality. The Money Market Funds (other than the
U.S. Treasury Securities Money Market Fund), 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, 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 Banc One Advisors to be of
comparable quality. The Income Fund may purchase commercial paper consisting of
issues rated at the time of purchase in all rating categories by at least one
NRSRO, or, if unrated, determined by Banc One Advisors to be of comparable
quality.


                                       3

<PAGE>
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 Banc One Advisors 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 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

         Funds may borrow money for temporary purposes by entering into reverse
repurchase agreements. 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 cash or liquid 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

         Obligations of certain agencies and instrumentalities of the U.S.
government, 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 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, such as the
Federal Farm Credit Banks and the Federal Home Loan Mortgage Corporation
("Freddie Mac") are supported only by the credit 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 Banc One Advisors or the Investment
Sub-Advisor ("Sub-Advisor") 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.

LOAN PARTICIPATIONS AND ASSIGNMENTS

         Some of the Funds may invest in fixed and floating rate loans ("Loans")
arranged through private negotiations between an issuer of Sovereign Debt
Obligations and one or more financial institutions ("Lenders"). Investments in
loans are expected in most instances to be in the form of participations in
Loans ("Participations") and assignments of all or a portion of Loans
("Assignments") from third parties. Because loan participants and assignments
may be illiquid, a Fund will invest no more than 15% (10% for the Money Market
Funds) of its net assets in loan participations and other illiquid assets. The
government that is the borrower on the Loan will be considered by the Fund to be
the issuer of a Participations or Assignment for purposes of the fund's
fundamental investment policy that it will not invest 25% or more of its total
assets in securities of issuers conducting their principal business activities
in the same industry (i.e., foreign government). The


                                       4

<PAGE>
Funds investment in Participations typically will result in the Fund having a
contractual relationship only with the Lender and not with the borrower.

         When a Fund purchases Assignments from Lenders it will acquire direct
rights against the borrower on the Loan. Because Assignments are arranged
through private negotiations between potential assignees and potential
assignors, however, the rights and obligations acquired by a Fund as the
purchaser of an Assignment may differ from, and be more limited than, those held
by the assigning Lender. The assignability of certain Sovereign Debt Obligations
is restricted by the governing documentation as to the nature of the assignee
such that the only way in which a Fund may acquire an interest in a Loan is
through a Participations and not an Assignment. A Fund may have difficulty
disposing of Assignments and Participations because to do so it will have to
assign such securities to a third party. Because there is no liquid market for
such securities, the Funds anticipate that such securities could be sold only to
a limited number of institutional investors. The lack of a liquid secondary
market may have an adverse impact on the value of such securities and a Fund's
ability to dispose of particular Assignments or Participations when necessary to
meet a Fund's liquidity needs in response to a specific economic event such as a
deterioration in the creditworthiness of the borrower. The lack of a liquid
secondary market for Assignments and Participations also may make it more
difficult for a Fund to assign a value to those securities for purposes of
valuing a Fund's portfolio and calculating its net asset value.

FUTURES AND OPTIONS TRADING

         Some of the 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, reducing transaction costs, or managing
interest rate risk.

FUTURES CONTRACTS

         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 most 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. 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.

         When making future trades, the Funds 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.

         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


                                       5

<PAGE>
options are in the money) do not exceed 5% of the Fund's total assets at current
value. A 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 CFTC without rendering the fund a commodity pool operator or
adversely affecting its status as an investment company for federal securities
laws or income tax purposes.

         A Fund may buy and sell futures contracts and related options to manage
its exposure to changing interest rates and security prices. 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.

         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 managing this
exposure. While the Funds will incur commission expenses in both opening and
closing out futures positions, these costs may be 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 their underlying reference
security or 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 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.

         The Funds also may engage in straddles and spreads. 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 Banc One Advisors believes the price of a
security will be stable. The Fund will receive a premium on the sale


                                       6

<PAGE>
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.

         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. In certain circumstances, entry into a
futures contract that substantially eliminates risk of loss and the opportunity
for gain in an "appreciated financial position" will also accelerate gain to the
Funds.

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 such positions. 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 Participations 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 risk management
purposes, Banc One Advisors and the Sub-Advisor 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 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.

         Some futures strategies, including selling futures, buying puts and
writing covered calls, may reduce the Fund's exposure to price fluctuations.
Other strategies, including buying futures, 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 manage 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 CONTRACTS

         Some of the 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


                                       7

<PAGE>
right to take a long (buy) position in the underlying futures contract or
security, and the purchaser of a "put" option acquires the right to take a short
(sell) 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 (i.e., sell the futures contract or
security) 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 (i.e., buy the contract or security) 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".
This involves 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. On the other hand, a put option
is "in-the-money" if the strike price is above current market levels, and
"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 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.

         Some Funds may enter into over-the-counter option transactions. 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

         Some of the Funds may write (sell) "covered" call options and purchase
options to close out options previously written by the Fund. 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 Banc One Advisors or the Sub-Advisor, 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.

         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 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


                                       8

<PAGE>
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. Thus, the security could
be "called away" at a price substantially below the fair market value of the
security. 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 Advisor or Sub-Advisor, 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 best 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
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.

PURCHASING CALL OPTIONS

         Certain Funds 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. In the event that paying premiums for a call


                                       9

<PAGE>
option, together with a price movement in the underlying security, is such that
exercise of the option would not be profitable to the Fund, loss of the premium
may be offset by a decrease in the acquisition cost of securities by the Fund.

PURCHASING PUT OPTIONS

         Certain Funds may also purchase put options to protect their 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.
However, any loss of premium may be offset by an increase in the value of the
Fund's securities.

SECURED PUTS

         Certain Funds may write secured puts. For the secured 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 the security. If a
secured put option expires unexercised, the writer realizes a gain in the amount
of the premium.

RISK FACTORS IN OPTIONS TRANSACTIONS

         The successful use of the options strategies depends on the ability of
Banc One Advisors or, in the case of the International Equity Index Fund, the
Sub-Advisor, to assess interest rate and market movements correctly and to
accurately calculate the fair price of the option. In addition, there may be
imperfect or no correlation between the changes in market value of the
securities held by the Funds and the prices of the options.

         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 Banc One Advisors or, in the case of
the International Equity Index Fund, the Sub-Advisor, deems it desirable to do
so. A Fund will take an option position only if Banc One Advisors or, in the
case of the International Equity Index Fund, the Sub-Advisor, believes there is
a liquid secondary market for the option, however, 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 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.


                                       10

<PAGE>
MORTGAGE-RELATED SECURITIES

         Certain of the Funds may, consistent with their investment objectives
and policies, invest in mortgage-backed securities issued or guaranteed by the
U.S. government or its agencies or instrumentalities.

         Mortgage-backed 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 ("Ginnie Mae") and government-related
organizations such as the Federal National Mortgage Association ("Fannie Mae")
and the Federal Home Loan Mortgage Corporation ("Freddie Mac"), as well as by
nongovernmental issuers such as commercial banks, savings and loan institutions,
mortgage bankers, and private mortgage insurance companies. Such
non-governmental mortgage securities cannot be treated as U.S. government
securities for purposes of investment policies. The Government Bond Fund, the
Government Money Market Fund and the Treasury & Agency Fund may only invest in
mortgage-backed securities issued or guaranteed by the U.S. government, or its
agencies or instrumentalities. The other Funds listed above 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
Banc One Advisors to be of comparable quality. The Funds, including the
Government Bond Fund and Government Money Market Fund, also may invest in
multiple class securities issued by U.S. government agencies and
instrumentalities such as Fannie Mae, Freddie Mac and Ginnie Mae. The Funds,
except the Government Bond Fund, the Government Money Market Fund and the
Treasury & Agency Fund may invest in multiple class securities issued by private
issuers including guaranteed CMOs and REMIC pass-through or Participations
certificates, when consistent with a 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, Ginnie Mae and private issuers
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 Funds do 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"). 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 provide for the redistribution of cash flow to 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. This reallocation of
interest and principal results in the redistribution of prepayment risk across
to different classes. This allows for the creation of bonds with more or less
risk than the underlying collateral exhibits. 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


                                       11

<PAGE>
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 know 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.

         The Z-Bonds in which the Funds 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 U.S. government would provide
financial support to Fannie Mae, Freddie Mac or Ginnie Mae if necessary in the
future.

         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-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 Funds and the Asset Allocation Fund may invest in
mortgage-related securities which are collateralized mortgage obligations
structured on pools of mortgage pass-through certificates or mortgage loans.
Collateralized mortgage


                                       12

<PAGE>
obligations will be purchased only if rated in the four 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
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 U.S. Treasury to make
payments under its guarantee. Mortgage-related securities issued by 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 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.

         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. When a Fund enters into
mortgage dollar rolls, the Fund will hold and maintain a segregated account
until the settlement date, cash or liquid, high grade debt securities in an
amount equal to the forward purchase price. 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. The benefits derived from the use of mortgage dollar
rolls may depend upon Banc One Advisors' ability to predict correctly mortgage
prepayments and interest rates. There is no assurance that mortgage dollar rolls
can be successfully employed. The Funds currently intend to enter into mortgage
dollar rolls that are accounted for as a financing transaction. For purposes of
diversification and investment limitations, mortgage dollar rolls are considered
to be mortgage-backed securities.

         The Bond Funds, (other than the Limited Volatility Bond Fund and the
Treasury & Agency Fund), and the Asset Allocation Fund may invest in certain
STRIPPED MORTGAGE-BACKED SECURITIES ("SMBS") 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 Funds may invest in SMBS to enhance
revenues or hedge against interest rate risk. SMBS 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").
Mortgage IOs receive monthly interest payments based upon a notional amount that
declines over time as a result of the normal monthly amortization and
unscheduled prepayments of principal on the associated mortgage POs. Changes in
prepayment rates can cause the return on investment in IOs to be highly
volatile, and under extremely high prepayment conditions IOs can incur
significant losses. POs are bought at a discount to the ultimate principal
repayment value. The rate of return on a PO will vary with prepayments, rising
as prepayment increase and falling as prepayments decrease. 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. 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 any
premium paid will not be fully recouped. Banc One Advisors will seek to manage
these risks (and potential benefits) by investing in a variety of such
securities and by using certain analytical and hedging techniques.

         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


                                       13

<PAGE>
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 on the
fixed rate mortgage loans underlying the mortgage pass-through securities, the
rate of prepayment may be expected to decrease.

         The Bond Funds and the Asset Allocation Fund, may invest in ADJUSTABLE
RATE MORTGAGE LOANS ("ARMS"). The Treasury & Agency Fund will buy only
government 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.

         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 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.


                                       14

<PAGE>
REAL ESTATE INVESTMENT TRUSTS ("REITS")

         Certain of the Funds may invest without limitation in shares of REITs.
REITs are pooled investment vehicles which invest primarily in income producing
real estate or real estate related loans or interest. REITs are generally
classified as equity REITs, mortgage REITs or a combination of equity and
mortgage REITs. Equity REITs invest the majority of their assets directly in
real property and derive income primarily from the collection of rents. Equity
REITs can also realize capital gains by selling property that have appreciated
in value. Mortgage REITs invest the majority of their assets in real estate
mortgages and derive income from the collection of interest payments. Similar to
investment companies, REITs are not taxed on income distributed to shareholders
provided they comply with several requirements of the Internal Revenue Code of
1986, as amended (the "Code"). A Fund will indirectly bear its proportionate
share of expenses incurred by REITs in which a Fund invests in addition to the
expenses incurred directly by a Fund.

         Investing in REITS involves certain unique risks in addition to those
risks associated with investing in the real estate industry in general. Equity
REITs may be affected by changes in the value of the underlying property owned
by the REITs, while mortgage REITS may be affected by the quality of any credit
extended. REITs are dependent upon management skills, are not diversified, are
subject to heavy cash flow dependency, default by borrowers and
self-liquidation. REITs are also subject to the possibilities of failing to
qualify for tax free pass-through of income under the Code and failing to
maintain their exemption from registration under the Act.

         REITs (especially mortgage REITs) are also subject to interest rate
risks. When interest rates decline, the value of a REIT's investment in fixed
rate obligations can be expected to rise. Conversely, when interest rates rise,
the value of a REIT's investment in fixed rate obligations can be expected to
decline. In contrast, as interest rates on adjustable rate mortgage loans are
reset periodically, yields on a REIT's investments in such loans will gradually
align themselves to fluctuate less dramatically in response to interest rate
fluctuations than would investments in fixed rate obligations.

         Investment in REITs involves risks similar to those associated with
investing in small capitalization companies. REITs may have limited financial
resources, may trade less frequently and in a limited volume and may be subject
to more abrupt or erratic price movements than larger company securities.
Historically, small capitalization stocks, such as REITs, have been more
volatile in price than the larger capitalization stocks included in the S&P
Index of 500 Common Stocks.

FOREIGN INVESTMENTS

         Some of the Funds may 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 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 are not
regulated by U.S. banking authorities and may be subject to less stringent
reserve requirements than those applicable to domestic branches of U.S. banks.
In addition, foreign banks generally are not bound by the accounting, auditing,
and financial reporting standards comparable to those applicable to 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


                                       15

<PAGE>
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 the incremental dividend that holders enjoy. PERCS are listed on an
exchange where the common stock is listed.

         *PERCS is a registered trademark of Morgan Stanley, which does not
sponsor and is in no way affiliated with The One Group.

WHEN-ISSUED SECURITIES AND FORWARD COMMITMENTS

         Some funds may purchase securities on a "when-issued" and forward
commitment 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. The Funds may purchase securities on a
when-issued basis when deemed by Banc One Advisors 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. The Funds generally will not pay for such securities or earn
interest on them until received. Although the purchase of securities on a
when-issued basis is not considered to be leveraging, it has the effect of
leveraging. When Banc One Advisors purchases a when-issued security, the
Custodian will set aside cash or liquid securities to satisfy the 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 for the purpose of acquiring portfolio securities.
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 Banc One Advisors and the Sub-Advisor 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.
Commitments to purchase when-issued securities will not, under normal market
conditions, exceed 25% of a Fund's total assets, and a commitment will not
exceed 90 days. A Fund may dispose of a when-issued security or forward
commitment prior to settlement if Banc One Advisors deems it appropriate to do
so. 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.

         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.

SECURITIES LENDING

         In order to generate additional income, each of the Funds, except the
Funds of 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


                                       16

<PAGE>
should the borrower of the securities fail financially. However, loans will only
be made to borrowers deemed by Banc One Advisors to be of good standing under
guidelines established by the Trust's Board of Trustees and when, in the
judgment of Banc One Advisors, 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.

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 tracking
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.

         Banc One Advisors 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.

         It is anticipated that the indexing approach that will be employed by
the International Equity Index Fund will be an effective method of substantially
tracking 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


                                       17

<PAGE>
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 OF THE INTERNATIONAL EQUITY INDEX FUND

         Banc One Advisors or the Sub-Advisor of the International Equity Index
Fund may, if it so chooses, engage in various strategies to hedge against
interest rate and currency risks. These strategies may consist of use of any of
the following, some of which also have been described above: options on Fund
positions or currencies, financial and currency futures, options on such
futures, forward foreign currency transactions, forward rate agreements and
interest rate and currency swaps, caps and floors. The Fund may engage in such
transactions in both U.S. and non-U.S. markets. To the extent the Fund enters
into such transactions in markets other than in the United States, the Fund may
be subject to certain currency, settlement, liquidity, trading and other risks
similar to those described above with respect to the Fund's investments in
foreign securities. The Fund may enter into such transactions only in connection
with hedging strategies. While the Fund's use of hedging strategies is intended
to reduce the volatility of the net asset value of Fund shares, the net asset
value of the Fund will fluctuate. There can be no assurance that the Fund's
hedging transactions will be effective. Furthermore, the Fund may only engage in
hedging activities from time to time and may not necessarily be engaging in
hedging activities when movements in interest rates or currency exchange rates
occur. Tax requirements may limit the Fund's ability to engage in the hedging
transactions and strategies described below.

         A substantial portion of the securities of the Fund will be denominated
in foreign currencies, and the Fund may hold funds in foreign currencies. Thus,
the value of the Fund's shares will be affected by changes in currency exchange
rates. The value of the Fund's investments denominated in foreign currencies and
any funds held in foreign currencies will depend on the relative strength of
those currencies and the U.S. Dollar, and the funds may be affected favorably or
unfavorably by exchange control regulations or changes in exchange rates between
foreign currencies and the U.S. Dollar. Changes in the foreign currency exchange
rates also may affect the value of dividends and interest earned, gains and
losses realized on the sale of securities and net investment income and gains,
if any, to be distributed to Shareholders by the Fund. The exchange rates
between the U.S. Dollar and other currencies are determined by the forces of
supply and demand in foreign exchange markets. Accordingly, the ability of the
Fund to achieve its investment objective may depend, to a certain extent, on
exchange rate movements.

         The Fund is authorized to deal in forward foreign exchange between
currencies of the different countries in which the Fund will invest and
multi-national currency units as a hedge against possible variations in the
foreign exchange rate between these currencies. This is accomplished through
contractual agreements entered into in the interbank market to purchase or sell
one specified currency for another currency at a specified future date (up to
one year) and price at the time of the contract. The Fund's dealings in forward
foreign exchange will be limited to hedging involving either specific
transactions or portfolio positions.

        Transaction Hedging. When the 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.


                                       18

<PAGE>
         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 portfolio securities are denominated (or an increase in
the value of currency for securities which Banc One Advisors or the Sub-Advisor
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.

         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 seek to maintain an investment
portfolio that is relatively neutral to fluctuations in the value of the U.S.
Dollar relative to major foreign currencies and 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. Moreover, it may not be
possible for the Fund to hedge against a devaluation that is so generally
anticipated that the Fund is not able to contract to sell the currency at a
price above the anticipated devaluation level. The Fund will not speculate in
forward foreign exchange.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

         The International Equity Index Fund may purchase forward foreign
currency exchange contracts, which involve 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.

         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.

         At the maturity of a forward 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.


                                       19

<PAGE>
FOREIGN CURRENCY FUTURES CONTRACTS

         The International Equity Index Fund may purchase forward foreign
currency exchange contracts, 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.

         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 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.

         At the maturity of a 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.


                                       20

<PAGE>
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 Fund is authorized to purchase or sell listed foreign currency
options, and currency swap contracts as a short or long hedge against possible
variations in foreign exchange rates. Such transactions may be effected with
respect to hedges on non-U.S. Dollar denominated securities (including
securities denominated in the ECU) owned by the Fund, sold by the Fund but not
yet delivered, committed or anticipated to be purchased by the Fund, or in
transaction or cross-hedging strategies. As an illustration, the Fund may use
such techniques to hedge the stated value in United States dollars of an
investment in a Japanese yen-dominated security. In such circumstances, for
example, the Fund may purchase a foreign currency put option enabling it to sell
a specified amount of yen for dollars at a specified price by a future date. To
the extent the hedge is successful, a loss in the value of the dollar relative
to the yen will tend to be offset by an increase in the value of the put option.
To offset, in whole or in part, the cost of acquiring such a put option, the
Fund also may sell a call option which, if exercised, requires it to sell a
specified amount of yen for dollars at a specified price by a future date (a
technique called a "straddle"). By selling such call option in this
illustration, the Fund gives up on the opportunity to profit without limit from
increases in the relative value of the yen to the dollar.

         Certain differences exist between these foreign currency hedging
instruments. Foreign currency options provide the holder thereof the right to
buy or to sell a currency at a fixed price on a future date. Listed options are
third-party contracts (i.e., performance of the parties' obligations is
guaranteed by an exchange or clearing corporation) which are issued by a
clearing corporation, traded on an exchange and have standardized strike prices
and expiration dates. OTC options are two-party contracts and have negotiated
strike prices and expiration dates. Options on futures contracts are traded on
boards of trade or futures exchanges. Currency swap contacts are negotiated two
party agreements entered into in the interbank market whereby the parties
exchange two foreign currencies at the inception of the contract and agree to
reverse the exchange at a specified future time and at a specified exchange
rate. The Fund will not speculate in foreign currency options, futures or
related options or currency swap contracts. Accordingly, the Fund will not hedge
a currency substantially in excess (as determined by Banc One Advisors or the
Sub-Adviser) of the market value of the securities denominated in such currency
which it owns, the expected acquisition price of securities which it has
committed or anticipates to purchase which are denominated in such currency,
and, in the cases of securities which have been sold by the Fund but not yet
delivered, the proceeds thereof in its denominated currency. Further the Fund
will segregate, at its Custodian, U.S. government or other high quality
securities having a market value representing any subsequent net decrease in the
market value of such hedged positions including net positions with respect to
cross-currency hedges. The Fund may not incur potential net liabilities with
respect to currency and securities positions, including net liabilities with
respect to cross-currency hedges, of more than 33 1/3% of its total assets from
foreign currency options, futures, related options and forward currency
transactions.

         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 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.

RISK FACTORS IN HEDGING TRANSACTIONS

         All of the foregoing hedging transactions present certain risks. In
particular, the variable degree of correlation between price movements of the
instruments used in hedging strategies and price movements in the security being
hedged


                                       21

<PAGE>
creates the possibility that losses on the hedge may be greater than gains in
the value of the Fund's securities. In addition, these instruments may not be
liquid in all circumstances. As a result, in volatile markets, the Fund may not
be able to dispose of or offset a transaction without incurring losses. Although
the contemplated use of hedging instruments should tend to reduce the risk of
loss due to a decline in the value of the hedged security, at the same time the
use of these instruments could tend to limit any potential gain which might
result from an increase in the value of such security.

         Successful use of hedging instruments by the Fund is subject to the
ability of the Banc One Advisors and/or the Sub-Adviser to predict correctly
movements in the direction of interest and currency rates and other factors
affecting markets for securities. If the expectations of the Banc One Advisors
or the Sub-Adviser are not met, the Fund would be in a worse position than if a
hedging strategy had not been pursued. For example, if the Fund has hedged
against the possibility of an increase in interest rates which would adversely
affect the price of securities in its portfolio and the price of such securities
increases instead, the Fund will lose part or all of the benefit of the
increased value of its securities because it will have offsetting losses in its
hedging positions. In addition, when hedging with instruments that require
variation margin payments, if the Fund has insufficient cash to meet daily
variation margin requirements, it may have to sell securities to meet such
requirements. Such sales of securities may, but will not necessarily, be at
increased prices which reflect the rising market. Thus, the Fund may have to
sell securities at a time when it is disadvantageous to do so.

         The ability of the Fund to engage in hedging transactions may be
limited by tax considerations.

         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 the Fund's investment objective and the regulatory requirements
applicable to investment companies, and subject to the supervision of the
Trust's Board of Trustees.


VARIABLE AND FLOATING RATE INSTRUMENTS



         Certain obligations purchased by some of 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.



         Variable amount master demand notes are 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. Banc One Advisers or the Sub-Advisor 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.



         Some of the Funds subject to their investment objective policies and
restrictions, may acquire variable and floating rate instuments. A variable
rate instrument 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
instrument 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 instrument are frequently not rated by credit rating agencies; however,
unrated variable and floating rate instruments purchased by a Fund will be
determined by Banc One Advisors or the Sub-Advisor 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, Banc One Advisors or the Sub-Advisor
will consider the earning power, cash flow and other liquidity ratios of the
issuers of such instruments (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 respect to a
particular variable or floating rate instrument purchased by a Fund, the Fund
may re-sell the instrument 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 instrument involved in the event the
issuer of the instrument 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 instruments may be secured by bank letters of credit.
A Fund will purchase a variable or floating rate instrument to facilitate
portfolio liquidity or to permit investment of the Fund's assets at a favorable
rate of return.



         Variable or floating rate instruments 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) Adjustable Rate Government Securities. A Government Security which
is a Variable Rate Security where the variable rate of interest is readjusted no
less frequently than every 762 days shall be deemed to have a maturity equal to
the period remaining until the next readjustment of the interest rate. A
Government Security which is a Floating Rate Security shall be deemed to have a
remaining maturity of one day.


                                       22

<PAGE>
         (2) Short-Term Variable Rate Securities. A Variable Rate Security, the
principal amount of which, in accordance with the terms of the security, must
unconditionally be paid in 397 calendar days or less shall be deemed to have
maturity equal to the earlier 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.

         (3) Long-Term Variable Rate Securities. A Variable Rate Security, the
principal amount of which is scheduled to be paid in more than 397 days, that is
subject to a Demand Feature shall be deemed 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) Short-Term Floating Rate Securities. A Floating Rate Security, the
principal amount of which, in accordance with the terms of the security, must
unconditionally be paid in 397 calendar days or less shall be deemed to have a
maturity of one day.

         (5) Long-Term Floating Rate Securities. A Floating Rate Security, the
principal amount of which is scheduled to be paid in more than 397 days, that is
subject to a demand feature, shall be deemed 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 397
calendar days and upon no more than 30 days notice.


         Variable and floating rate instruments 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, which
can purchase such notes) of the Fund's net assets only if such instruments 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. There is no limit on the
extent to which a Fund may purchase demand instruments that are not illiquid.
If not rated, such instruments must be found by Banc One Advisors or the
Sub-Advisor, 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 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 (net assets in the case of the Louisiana Municipal
Bond Fund) 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 Municipal Bond
Fund, the Arizona Municipal Bond Fund, and the Tax Exempt Money Market Fund will
be invested in Municipal Securities. Other Funds may also invest in Municipal
Securities if Banc One Advisors 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

                                       23

<PAGE>
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.

         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-Advantaged Funds (other than the Municipal Money Market Fund) 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-Advantaged 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 (other than the
Federal alternative minimum 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 payment of principal and
interest on private activity bonds generally is dependent solely on the ability
of the facility users to meet its financial obligations and the pledge, if any,
of real and personal property as security for said payment.

         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
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. Banc One Advisors 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.


                                       24

<PAGE>
         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 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, 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 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.

                                       25

<PAGE>
DEMAND FEATURES

         The Funds (except the Funds of Funds and the Treasury & Agency Fund)
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. The underlying securities
subject to a put may be sold at any time at market rates. The Funds expect that
they 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.

         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.

         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.

SWAPS, CAPS AND FLOORS

         Certain of 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, 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 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 "Risk Factors in Futures Contracts."

         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. In addition, the Fund may incur a market
value adjustment on securities held upon the early termination of the swap. 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 delivery of
the entire principal value of one designated currency or financial instrument in


                                       26

<PAGE>
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 Banc One Advisors 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 Banc
One Advisors 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 Banc One Advisors 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. In addition, in certain circumstances entry into a swap
contract that substantially eliminates risk of loss and the opportunity for gain
in an "appreciated financial position" will accelerate gain to the Funds.

         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 Banc One Advisors 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. Each of the Bond Funds generally will limit
their investments in swaps, caps and floors to 25% of its total assets.

STRUCTURED 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 indices. 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. Structured
instruments are commonly considered to be derivatives.

         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 Banc One Advisors, 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
Banc One Advisors' 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


                                       27

<PAGE>
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 certain of the Funds
may invest in any such options, 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

         Some of 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 and other restricted securities. 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 restricted securities that meet the liquidity criteria
established by the Board of Trustees, including Section 4(2) commercial paper
and Rule 144A Securities, as determined by Banc One Advisors, as liquid and not
subject to the investment limitation applicable to illiquid 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 Banc One Advisors 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.

         Certain Section 4(2) commercial paper programs cannot rely on Rule 144a
because, among other things, they were established before the adoption of the
rule. However, the Trustees may determine for purposes of the Trust's liquidity
requirements that an issue of 4(2) commercial paper is liquid if the following
conditions, which are set forth in a 1994 SEC no-action letter, are met:

         -        The 4(2) paper must not be traded flat or in default as to
                  principal or interest;

         -        The 4(2) paper must be rated in one of the two highest rating
                  categories by a least two nationally recognized statistical
                  rating organizations ("NRSROs"), or if only one NRSRO rates
                  the security, by that NRSRO, or if unrated, is determined by
                  Banc One Advisors to be of equivalent quality; and


                                       28

<PAGE>
         -        Banc One Advisors must consider the trading market for the
                  specific security, taking into account all relevant factors,
                  including but not limited, to whether the paper is the subject
                  of a commercial paper program that is administered by an
                  issuing and paying agent bank and for which there exists a
                  dealer willing to make a market in that paper, or is
                  administered by a direct issuer pursuant to a direct placement
                  program; and

         -        Banc One Advisors shall monitor the liquidity of the 4(2)
                  commercial paper purchased and shall report to the Board of
                  Trustees promptly if any such securities are no longer
                  determined to be liquid if such determination causes a fund to
                  hold more than 15% (10% for Money Market Funds) of its net
                  assets in illiquid securities in order for the Board of
                  Trustees to consider what action, if any, should be taken on
                  behalf of The One Group, unless Banc One Advisors is able to
                  dispose of illiquid assets in an orderly manner in an amount
                  that reduces the Fund's holdings of illiquid assets to less
                  than 15% (10% for Money Market Funds) of its net assets; and

         -        Banc One Advisors shall report to the Board of Trustees on the
                  appropriateness of the purchase and retention of liquid
                  restricted securities under these Guidelines no less
                  frequently that quarterly.

HIGH YIELD SECURITIES

         The Income Fund and the Income Bond 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 Funds more difficult, at least in the
absence of price concessions. Reduced liquidity also could adversely affect the
Funds' 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 Funds would experience a reduction of their
income and could expect a decline in the market value of the defaulted
securities.

         Further, proposed or yet to be proposed new laws may have a possible
negative impact on the market for high yield bonds. As an example, legislation
required 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 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. Accordingly, such bonds
may involve greater credit risks than bonds paying interest currently. However,
a 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 Funds
may have to sell securities to have sufficient cash to pay the dividends.

         The high yield securities in which the Funds 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.


                                       29

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

         -- Pay-in-kind bonds. These are bonds which allow the issuer, at its
         option, to make current interest payments on the bonds either in cash
         or in additional bonds.

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").

TREASURY RECEIPTS

         Certain of 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").

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.

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.

INVESTMENT COMPANY SECURITIES

         Some of 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 total
assets in the securities of other investment companies. These limits do not
apply to the Fund of Funds. Other investment company securities may include
securities of a money market fund of the Trust, and securities of other
investment companies for which Banc One Advisors serves as investment advisor or
administrator. Because other investment companies employ an investment advisor,
such investments by the Funds may cause Shareholders to bear duplicative fees.
Banc One Advisors will waive its fee attributable to the assets of the investing
fund invested in a money market fund of the Trust and in other funds advised by
Banc One Advisors; and, to the extent required by the laws of any state in which
shares of the Trust are sold, Banc One Advisors will waive its fees attributable
to the assets of any Fund invested in any investment company.

CONVERTIBLE SECURITIES

         Convertible securities have characteristics similar to both fixed
income and equity securities. Convertible securities may be issued as bonds or
preferred stock. 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 Funds' 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.

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.


                                       30

<PAGE>
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 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. Under
certain prepayment rate scenarios, the Fund may fail to recoup any premium paid
on asset-backed securities.

SHORT-TERM FUNDING AGREEMENT

         Some Funds may, in order to enhance yield, make limited investments in
short-term funding agreements issued by banks and highly rated U.S. 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 (although they may be the obligations of an insurance company
separate account) 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 in one of the
three highest rating categories 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 may be considered by the Funds to be
illiquid investments. To the extent that a short-term funding agreement is
determined to be illiquid, such agreements will be acquired by the Funds 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.

OHIO MUNICIPAL SECURITIES

         As used in the Prospectuses and this Statement of Additional
Information, the term "Ohio Municipal Securities" refers to debt securities
which are issued by or on behalf of Ohio or its respective authorities,
agencies, instrumentalities and political subdivisions which produce interest
which, in the opinion of counsel for the issuer are 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.

         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 which 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 Ohio

                                       31

<PAGE>
Municipal 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 both
federal income tax and is generally exempt from West Virginia personal income
tax.

         Risk Factors Regarding Investments in West Virginia Municipal
Securities. Because of concentration of the West Virginia Fund's investments in
West Virginia municipal securities, the Fund is more subject to the risks of
West Virginia's economy than if the Fund was invested in municipal securities of
various states.

         Coal mining and related industries remain an important part of the West
Virginia economy, but increasing governmental regulation affecting production
and usage of coal and reduction in demand for certain types of coal have had an
adverse impact on the industry, state and local governments have made and
continue to make concentrated efforts to encourage diversification of the
state's economy with some success, such as the growth in tourism and the
location of a new Toyota plant in the state.

         While there has been progress in creating new jobs, West Virginia's
unemployment continues to exceed the national average. For May, 1997, West
Virginia's seasonally adjusted unemployment rate was 6.0% as compared to the
national average of 4.8%.

         Because of increased taxes since 1989, the State's current financial
position is relatively stable, and in recent years, there have been budget
surpluses at the end of the State's fiscal year. In addition, the completion of
the statewide reappraisal of property subject to ad valorem taxation in 1994 has
increased funding available to local governments and school boards. However,
with little or no population growth, unemployment remaining above the national
average in most of the state, the continuing decline in school enrollment and an
aging population, among other factors, the State, local governments and school
boards continue to struggle to produce sufficient revenues to fund operations
and support public education.


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 both federal income tax
and Kentucky personal income tax.

         Risk Factors Regarding Investments in Kentucky Municipal Securities. As
of May 31, 1997, Kentucky had an unemployment rate of 5.9%, which equaled the
national average. For calendar year 1996, Kentucky's per capita income ranked
42nd in the nation and was 81% of the national average. The most current audited
financial statements for Kentucky indicate a surplus of funds in the General
Fund of $503,200,000 as of June 30, 1996, which was $482,500,000 above the
budgeted balance.

         Unlike the municipal securities of most states, nearly all Kentucky
Municipal Securities are not general obligations of the issuer; rather, payment
depends on revenues generated by the property financed by the securities.

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.

         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


                                       32

<PAGE>
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 both federal income tax
and Arizona personal income 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. Arizona's growth continues to out pace
national averages, 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; and (iii) the state's unemployment rate for the month of June,
1997 was 4.3%.

         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. Between fiscal 1985 and
1990, the state managed five successive years of shortfalls with internal
borrowing, tax accelerations, one-time adjustments, and budget cuts. Since 1991,
the state's budget has been balanced. Although the Arizona State debt limit is
$350,000, and, by its Constitution, Arizona is a "pay as you go" State, the
State finances many capital improvements through revenue bonds, special tax
bonds or lease purchase arrangements, which are not treated as "debts", but
which greatly reduce the pressure on the State's annual budget. For example, the
Arizona Department of Transportation issues bonds supported by excise taxes on
fuel for propulsion of motor vehicles, the State's universities and community
colleges are funded in part through revenue bonds payable solely from tuitions
and student fees, and the State itself, from time to time, finances facilities
through annually renewable lease-purchase agreements. The various political
subdivisions of the state have differing debt limits, and their debts are not
aggregated into the State's debt limit.

         In addition, local conditions may materially effect any given issue or
issuer. Such conditions include, without limitation, (1) acts of God (such as
flooding or droughts), (2) mismanagement or bankruptcy of large tax payers or
users of an issuer's services or conduit borrowers who may be the true obligors
of a tax exempt issue, or who may bear a disproportionate share of the taxes,
special assessments or revenues supporting securities issued by an issuer, (3)
environmental enforcement actions instituted by the State or federal government,
(4) mismanagement of the issuer's affairs, (5) damage claims which exceed
insurance coverage or self-insurance reserves (neither the State of Arizona nor
its political subdivisions enjoy sovereign immunity from damage claims), or (6)
issuer bankruptcy.

         In addition, Arizona's continued population growth depends to some
extent on its ability to manage its water resources, as the State is
predominantly arid. Specifically, the great bulk of Arizona's population, and
the area wherein most future growth is expected to occur, is located in three
central Arizona counties, i.e. Maricopa (including the greater Phoenix
metropolitan area), Pima (including the Tucson metropolitan area), and Pinal
Counties.

         To a great extent continued growth in these counties will depend on
continued importation of water from the Colorado River. This is accomplished
through the Central Arizona Project, a federal water reclamation project, a
major portion (2 to 2.5 billion dollars) of which must be repaid through water
sales to, and taxes levied on, the water users in such counties. The actual
amount to be repaid is now the subject of litigation, which can be expected to
continue for several years. Construction of the Central Arizona Project was
declared to be substantially complete in October of 1993.

         Arizona's share of Colorado River water, although adjudicated by the
U.S. Supreme Court, is, to some extent, sought by the States of California and
Nevada who have expressed interest in gaining access to that portion of
Arizona's share not being put to beneficial use within the State. Arizona demand
for Central Arizona Project water is currently in the range of 35 to 40% of
Project capacity. The long range success of either California or Nevada's
position cannot be determined at this time.

         There is litigation pending in Arizona which could have material
effects on the value of Arizona school district bonds. Plaintiffs allege a
failure on behalf of the State to ensure that school facilities in districts
with lower assessed valuations are properly capitalized, in line with uniformly
applied objective standards. The Arizona Supreme Court ruled that Arizona's
statutory financing scheme for public education is not in compliance with the
Arizona Constitution.


                                       33

<PAGE>
         In 1996, the Arizona Legislature adopted legislation appropriating
additional state funding for school districts. It is unclear whether, when or in
what form the Arizona Legislature may further respond to the Court's direction
in Roosevelt to enact appropriate school budget and finance laws, nor can any
assurance be given that the Supreme Court will approve any such legislative
response or that the Supreme Court will not take further action in this matter,
either before or after any legislative response. The effect of any such
legislative or judicial action cannot be determined at this time, but such
action may have future material effects on the financial operations of Arizona
School Districts.

         In the Creighton Elementary School District case, taxpayers within
Creighton Elementary School District No. 14 of Maricopa County, Arizona (the
"Creighton District"), brought suit in the Superior Court of Maricopa County
against the Creighton District on the basis that the outstanding principal
amount of bonds previously issued by the Creighton District, together with
premium received in connection with the issuance of such bonds, should be
treated as debt for constitutional and statutory debt limit purposes. The
plaintiffs sought to enjoin the issuance of additional bonds, arguing that
accumulated initial issue premium should be treated as debt for constitutional
debt limit purposes. This premium, associated with the issuance of prior
Creighton District Bonds, if counted as debt, would, plaintiffs contended, cause
the bonds sought to be issued to exceed the Creighton District's debt limit. On
April 18, 1996, the Court entered a judgment in favor of the taxpayers,
enjoining the issuance of additional Creighton District Bonds. In a subsequent
minute entry, the court stated that the premium to be treated as debt is
determined on the amount the underwriter paid to the Creighton District for the
bonds in question and not on the price for which the underwriter resold such
bonds. In addition, the court has also subsequently stated that the premium
treated as debt attributable to each maturity is retired upon the payment of the
principal amount of the applicable maturity. It is not clear if, pursuant to the
judgment against the Creighton District, all or part of any premium received by
the Creighton District is subject to constitutional and statutory requirements
other than debt limits, such as the requirement for voter authorization. The
judgment was not appealed by the Creighton District. Many school districts in
Arizona have outstanding obligations (i.e. obligations, wherein large initial
issue premiums were received) similar to that of the Creighton District.

         Notwithstanding such litigation, issuer's counsel, representing school
districts has or will issue an unqualified opinion with respect to the validity,
enforceability and tax-exempt status of School District Bonds before such Bonds
are acquired by the fund. The standard of certainty applicable to such opinion
is that it would be unreasonable for a court to hold to the contrary with
respect to matters addressed therein.

         The Arizona Legislature has passed legislation with respect to the
treatment of premium and debt. Under this legislation, the outstanding
indebtedness of a jurisdiction is equal to the total principal amount of all
bonds outstanding at the time of calculation. Additionally, premium is not
counted as debt, but the amount of premium permitted for bonds issued after the
passage of the legislation is limited to the greater of 2% of the par value of
the bond issue or $100,000. This legislation further validated all then
outstanding general obligation and general obligation refunding Bonds which
might have been subject to challenge after the Creighton ruling.

         It is not known whether the Act will be challenged in court or whether,
if challenged, all or any portion of the act would be upheld.

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 both federal income tax
and Louisiana personal income tax.

         Risk Factors Regarding Investments in Louisiana Municipal Securities.
Louisiana's general obligation bonds are currently rated A3 by Moody's and A
minus by 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 is still somewhat weak 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.
However, 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.


                                       34

<PAGE>
         Louisiana implemented a plan to eliminate its deficits and $979 million
of revenue bonds were sold in 1988, secured by (i) the revenues from a 1%
statewide sales and use tax, and (ii) all funds, accounting and investment
earnings with respect to said revenue bonds. All of the bonds issued have now
been retired.

         During the period from fiscal year 1991-92 through fiscal year 1995-96,
the state experienced operating budget surpluses in four of the five fiscal
years. The table below sets forth in summary fashion the condition of the
State's General Fund from fiscal years 1991-92 through 1994-95.

<TABLE>
<CAPTION>
                                         1995-96            1994-95(2)         1993-94(1)        1992-93           1991-92(2)
                                         ------------       ------------       ------------      ------------      ------------
<S>                                      <C>                <C>                <C>               <C>               <C>
Total Revenue                            $ 11,186,213       $ 10,515,148       $ 10,674,052      $ 10,655,246      $  8,743,623
Total Expenditures                         11,058,840         10,721,280         10,570,658        10,344,339         9,249,014
Net Other Financing Sources                    34,173             24,607             25,698             8,501            18,960
Excess (Deficiency) of Revenues and
Other Sources Over Expenditures
  and Other Uses                              161,546           (181,525)           129,102           319,408          (485,431)
Beginning Fund Balance                        430,316            594,920            457,909            50,013           535,906
Fund Balance Adjustments                         (996)            13,764              7,909            88,488               538
Ending Fund Balance                           587,709            430,316            594,920           457,909            50,013
Undesignated Fund Balance                     318,039            145,689            212,941           101,138           (83,342)
</TABLE>

Note:    For purposes of this comparison, transfers have been reclassified as
         revenue/expenditure

(1)      Approximately $106 million in beginning undesignated fund balance was
         utilized to defease future debt service attributable to fiscal year
         1995-96 as described below.

(2)      The $146 million in ending underestimated fund balance was utilized to
         defease future debt service attributable to fiscal year 1996-97.

         Upon the actual completion of the fiscal year 1991-1992, it was learned
that the State's General Fund actually ended fiscal year 1991-92 with an
undesignated fund balance deficit of $83 million. This shortfall was eliminated
within the 1992-93 budgetary fiscal cycle by utilizing a set aside against the
total balance available for appropriations, resulting from the official
projections of the Revenue Estimating Conference, prior to any budget adjustment
approval submitted to the Joint Legislative Committee on the Budget.

         The State ended the fiscal year 1992-93 with a positive undesignated
fund balance in its General Fund of $101 million. During 1994, $30.6 million of
the surplus funds were utilized to cover known shortfalls in current year
program operations. As noted in the table above, the State ended the fiscal year
1993-94 with an operating surplus of $129 million dollars. This amount together
with the prior year fund balance of $101 million and reserve changes left an all
unreserved-undesignated balance in the General Fund of $212.9 million.

         The State began fiscal year 1994-95 with a General Fund balance of $594
million. At the time the projections of the Revenue Estimating Conference for
fiscal year 1993-94 were published, the undesignated fund balance was reflected
at $212 million. Subsequent to publication, it was determinate that $106 million
of the $212 million was, in fact, designated for other mandated purposes and was
not available for general operating purposes. The remaining $106 million was
subsequently utilized prior to June 30, 1995, to structure a current portfolio
that was utilized to defease a portion of the State's fiscal year 1994-95
general obligation debt service requirement, which freed an equivalent amount of
projected general fund revenues for fiscal year 1994-95 to be utilized to cover
normal operating costs.

         The State's General Fund had an operating loss (on a generally accepted
accounting principles basis) of $181 million in fiscal year 1994-95 (on a
budgetary basis, this balance would be reduced by those fund balances utilized
to structure the aforementioned portfolio). As a result of operations and
inventory valuation changes, the State General Fund balance, as of June 30,
1996, declined to $427 million, of which $145 million was undesignated or
reserved for a future purpose.

         The current general fund expenditure authorization necessary to
continue all existing programs through fiscal year 1996-97 is approximately
$5,271.9 million, inclusive of currently known supplemental appropriation needs.
The revised estimate of revenues for fiscal year 1996-97 is $5,487.5 million. In
addition, general fund revenues of $12.6 million were carried forward from
fiscal year 1995-96, making a total of $5,500.1 million available for general
fund expenditures in fiscal year 1996-97. The $228.2 million balance between
available revenues and projected expenditures is available for any lawful
purpose. The State's cash flow position for fiscal year 1996-97 has improved in
comparison to the State's cash flow position


                                       35

<PAGE>
for fiscal year 1995-96. Month end balances for fiscal year 1996-97 show less
pronounced fluctuations than in the previous year.

         The State's budget projections may also be impacted by certain matters
relating to the Medicaid program. On April 26, 1996, Congress adopted a budget
bill which included a two year funding base specifically for the State Medicaid
program, covering October 1, 1995 though June 30, 1997. That budget bill capped
federal Medicaid funds allocated to the State at a certain amount until the
State could increase its matching contribution to federally required levels.

         The State implemented a series of Medicaid program reductions in Fiscal
Year 1996-97 to ensure the Medicaid program would not exceed the total of the
State-required match and federal share. Proposed changes in the design of the
Medicaid program at the federal level may further cause the State to alter its
Medicaid program in order to continue to provide necessary medical services to
the indigent population of the State in future years.

         Total Medicaid spending has been reduced by 30% from its Fiscal Year
1993-94 level of $4.6 billion. The appropriation for the Medicaid program
(including administration) at the beginning of Fiscal Year 1996-97 was $3.23
billion. This appropriation was increased to $3.31 billion in order to provide
for a State-funded medically needy program and for certain non-recurring costs.

         Although the Congressional Fiscal Year 1995-96 budget bill indicated an
intent to allow the State a third year (Fiscal Year 1997-98) to reach the
federally required matching levels, the chances of that reauthorization are
uncertain, and therefore, the State's Fiscal year 1997-98 budget does not
reflect continuation of that funding. The Medicaid funding picture for Fiscal
Year 1997-98 was clarified with the Administration's recent proposal that the
Medicaid program be supported at $3.19 billion in total funding with $966
million in State matching funds. This level of State match is nearly $200
million higher than that called for under the special financing arrangement
passed by Congress in 1996 because Congressional reauthorization of this
arrangement for Fiscal Year 1997-98 is given little chance of passage. The total
Medicaid funding level of $3.19 billion is approximately $100 million lower than
the Fiscal Year 1996-97 budget. DHH will propose a plan to the Legislature to
align program spending with available revenues.

         In 1996, the Legislature passed a "local option" bill which permitted
voters in all parishes to decide during the 1996 November general election
whether to allow specified forms of gaming to continue. Thirty-three parishes
voted against continuation of video draw poke device operations and 31 parishes
voted to allow video draw poker device operations to continue. In parishes where
video draw poker was voted out, no new video draw poker licenses may be issued,
and those already operating may renew their one-year video draw poker licenses
for only two more times. Initial estimates for the loss of revenues associated
with almost half the State's parishes voting against continuation of the video
draw poker devices is estimated at $70 million for fiscal year 1997-2000.

         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 6.9% as of December 31,
1995. The comparable national unemployment rate was 5.6%. 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 1995,
Louisiana's per capital personal income was $18,981 as compared with the
national average of $23,208. 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.

         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.


                                       36

<PAGE>
INVESTMENT RESTRICTIONS

         The following investment restrictions are FUNDAMENTAL and 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.

         Each of the Equity Funds 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 a Fund's investment objective and policies, repurchase
agreements involving such securities) if as a result more than 5% of the total
assets of a Fund would be invested in the securities of such issuer or a Fund
would own more than 10% of the outstanding voting securities of such issuer.
This restriction applies to 75% of a Fund's assets. With respect to The One
Group Equity Index Fund, no more than 10% of the Funds assets may be invested in
securities issued or guaranteed by the United States, its agencies or
instrumentalities. 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 a 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 the 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 a 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 the Prospectus and in this Statement of Additional Information.

         Each of the Bond Funds 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 a Fund's investment objective and policies, repurchase
agreements involving such securities) if as a result more than 5% of the total
assets of a Fund would be invested in the securities of such issuer or a Fund
would own more than 10% of the outstanding voting securities of such issuer.
This restriction applies to 75% of a 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 a 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 the 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 a 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 the Prospectus and in this Statement of Additional Information.

         Each of the Fund of Funds 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 a Fund's investment
objective and policies, repurchase agreements involving such securities) if as a
result more than 5% of the total assets of a Fund would be invested in the
securities of such issuer or a Fund would own more than 10% of the outstanding
voting securities of such issuer. This restriction applies to 75% of a 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.


                                       37

<PAGE>
         2. Purchase any securities that would cause more than 25% of the total
assets of a 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, 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
services. 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 a 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 the Prospectus and in this Statement of Additional Information.

         Each of the Money Market Funds 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 a Fund would be invested in the securities of such issuer or a Fund
would own more than 10% of the outstanding voting securities of such issuer,
provided, however, that a Fund may invest up to 25% of its total assets without
regard to this restriction as permitted by applicable law and also provided that
with respect to the Ohio Municipal Money Market Fund, as to 50% of such Fund's
assets, the Fund may invest up to 25% of its assets in the securities of a
single issuer. With respect to remaining 50% of its total assets, the Ohio
Municipal Money Market 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 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
nongovernmental user, such user would be considered the issuer.

         2. Purchase any securities that would cause more than 25% of the total
assets of a Fund to be invested in the securities of one or more issuers
conducting their principal business activities in the same industry. With
respect to the Prime Money Market Fund, (i) that this limitation does not apply
to investments in the obligations issued or guaranteed by the U.S. government or
its agencies and instrumentalities, domestic bank certificates of deposit or
bankers' acceptance and repurchase agreements involving such securities; (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; and (iii) utilities will be divided according to
their services (for example, gas, gas transmission, electric and telephone will
each be considered a separate industry.) With respect to the Prime Money Market
Fund, the Ohio Municipal Money Market Fund and the Municipal Money Market Fund,
this limitation shall not apply to Municipal Securities or governmental
guarantees of Municipal Securities; and further provided, that for the purposes
of this limitation only, private activity bonds that are backed only by the
assets and revenues of a non-governmental user shall not be deemed to be Ohio
Municipal Securities for purposes of the Ohio Municipal Money Market Fund nor
Municipal Securities for purposes of the Prime Money Market Fund and the
Municipal Money Market Fund.

         3. Make loans, except that a 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 the Prospectus and in this Statement of Additional Information.

         With respect to the Institutional Money Market Funds:

         The Treasury Only Money Market Fund may not:

         1. Purchase securities other than U.S. Treasury bills, notes and other
U.S. obligations issued or guaranteed by the U.S. Treasury.

         2. Invest in any securities subject to repurchase agreements.

         The Government Money Market Fund may not:

         1. Purchase securities other than those issued or guaranteed by the
U.S. government or its agencies or instrumentalities, some of which may be
subject to repurchase agreements.

         Each of the Institutional Money Market Funds may not:

         1. Borrow money or issue senior securities, except that each Fund may
borrow from banks for temporary purposes in amounts up to 10% of the value of
the Fund's total assets at the time of such borrowing; or mortgage, pledge or


                                       38

<PAGE>
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 respective Fund's total assets at the time of its borrowing.

         2. Purchase securities while borrowings (including reverse repurchase
agreements) exceed 5% of the respective Fund's net assets.

         3. Purchase securities of any issuer (except securities issued or
guaranteed by the United States, its agencies or instrumentalities and, if
consistent with such 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; provided, however, that a Fund may invest up to 25% of its total assets
without regard to this restriction as permitted by applicable law. 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.

         With respect to the Municipal Bond Funds.

         The Intermediate Tax Free-Bond Fund and the Municipal Income 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 a Fund's investment objective and policies, repurchase
agreements involving such securities) if as a result more than 5% of the total
assets of a Fund would be invested in the securities of such issuer or a Fund
would own more than 10% of the outstanding voting securities of such issuer.
This restriction applies to 75% of a 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 a 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 Municipal Securities or governmental
guarantees of Municipal Securities, and with respect to the Municipal Income
Fund, housing authority obligations. 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.

         The Arizona Municipal Bond Fund, the West Virginia Municipal Bond, the
Louisiana Municipal Bond Fund, The Ohio Municipal Bond Fund and the Kentucky
Bond 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 a Fund's investment objective and policies, repurchase
agreements involving such securities) if as a result more than 25% of the total
assets of a Fund would be invested in the securities of such issuer. This
restriction applies to 50% of a Fund's assets. With respect to the remaining 50%
of its total assets, a 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 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 (i) that would cause more than 25% of the
total assets of a 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; and (ii) this limitation does
not apply to Municipal Securities or Ohio Municipal Securities, Kentucky
Municipal Securities, Arizona Municipal Securities, West Virginia Municipal
Securities and Louisiana Municipal 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. In addition, with respect to the
Arizona Municipal Bond Fund and the West Virginia Municipal Bond Fund, for
purposes of this limitation only, private activity bonds that are backed only by
the assets and revenues of a non-governmental issued shall not be deemed to be
Municipal Securities or Arizona Municipal Securities (for the Arizona Municipal
Bond Fund) or West Virginia Securities (for the West Virginia Municipal Bond
Fund).


                                       39

<PAGE>
         None of the Municipal Bond Funds may:

         1. Make loans, except that a 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.

         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 (except for the Treasury & Agency Fund)
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. Except for the Treasury & Agency Fund, 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 Fund 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.

         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 Fund, the Prime
Money Market Fund and the Government Money Market Fund 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. 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


                                       40

<PAGE>
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.)

         2. Acquire the securities of registered open-end investment companies
or registered unit investment trusts in reliance on Section 12(d)(1)(F) or
12(d)(1)(G) of the 1940 Act, other than the Investor Growth Fund, the Investor
Growth & Income Fund, the Investor Conservative Growth Fund, the Investor
Balanced Fund, the Investor Aggressive Growth Fund, and the Investor Fixed
Income Fund.

         The foregoing percentages apply at the time of purchase of a security.


         Additionally, although not a matter controlled by their fundamental
investment restrictions, so long as their shares are registered under the
securities laws of the State of Texas, the Prime Money Market Fund and the Ohio
Municipal Money Market Fund will: (i) limit their investments in other
investment companies to no more than 10% of each Funds total asset; (ii) invest
only in other investment companies with substantially similar investment
objectives; and (iii) invest only in other investment companies with charges and
fees substantially similar to those set forth in paragraph (3) and (4) of
Section 123.3 of the Texas State Statute, not to exceed .25% in 12b-1 and no
other commission or other remuneration is paid or given directly or indirectly
for soliciting any security holder in Texas.

         In addition, the Intermediate Tax-Free Bond Fund will not invest more
than 25% of its assets in municipal securities that are related in such a way
that a political, economic or business development affecting one security will
also affect other municipal securities.


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, 1997 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, 1997 and 1996 were as follows:

                        THE ONE GROUP PORTFOLIO TURNOVER

<TABLE>
<CAPTION>
                                                      FISCAL YEAR ENDED JUNE 30,
                                                      --------------------------
FUND                                                     1997            1996
- ----                                                     ----            ----
<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                                          28.18%           14.92%
Disciplined Value                                      92.66%           90.55%
Growth Opportunities                                  301.35%          435.30%
Equity Index                                            5.81%            9.08%
Large Company Value                                    77.05%          186.84%
Asset Allocation                                       80.96%           73.38%
International Equity Index                              9.61%            6.28%
Large Company Growth                                   57.17%           35.51%
Income Bond                                            55.18%           95.52%
Limited Volatility Bond                                66.61%           75.20%
Intermediate Tax-Free Bond                             86.89%          111.58%
Municipal Income                                       62.83%           83.17%
Ohio Municipal Bond                                     7.45%           24.61%
Government Bond                                        60.53%           62.70%
Ultra Short-Term Income                                70.36%           67.65%
Intermediate Bond                                      55.91%          101.06%
Treasury Only Money Market                                 0%**             0%**
Government Money Market                                    0%**             0%**
Kentucky Municipal Bond                                13.30%           16.78%
Institutional Prime Money Market                         NA+              NA*
Treasury Money Market                                    NA+              NA*
Tax-Exempt Money Market                                  NA+              NA*
Arizona Municipal Bond                                  5.66%***          NA*
Texas Tax-Free Bond                                      NA+              NA*
W. Virginia Municipal Bond                              6.21%***          NA*
Louisiana Municipal Bond                               17.39%           16.72%++
Value Growth                                          113.17%           65.21%++
Small Capitalization                                   92.01%           59.57%++
Investor Growth                                        18.49%+++          NA*
Investor Growth & Income                               18.07+++           NA*
Investor Aggressive Growth                               NA+              NA*
Investor Conservative Growth                           28.46%+++          NA*
</TABLE>


                                       41

<PAGE>
<TABLE>
<CAPTION>
                                                      FISCAL YEAR ENDED JUNE 30,
                                                      --------------------------
FUND                                                     1997            1996
- ----                                                     ----            ----
<S>                                                   <C>              <C>
Investor Balanced                                      12.20%+++          NA*
Investor Fixed Income                                    NA+              NA*
Income                                                   NA+              NA*
Treasury & Agency                                      54.44%***          NA*
</TABLE>

*        As of June 30, 1996, the Fund had not commenced operations.

**       Turnover rate is not applicable to money market funds.

***      Portfolio turnover rate for the period January 20, 1997 through June
         30, 1997.

+        As of June 30, 1997, the Fund had not commenced operations.

++       Portfolio turnover rate for the period December 1, 1995 to June 30,
         1996.

+++      Portfolio turnover rate for the period December 10, 1996 through June
         30, 1997.

         The high portfolio turnover rates for the fiscal year ended June 30,
1997 for the Growth Opportunities Fund and the Value Growth Fund resulted from
various factors, including some or all of the following: investment strategies,
unusually high market volatility and significant growth of the Funds. 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

         Each Fund is treated as a separate entity for federal income tax
purposes and is not combined with The One Group's other funds. 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 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.


                                       42

<PAGE>
         Shareholders of the Funds will generally be subject to 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 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. A Fund may designate a
portion of its distributions of net capital gain as deriving from capital assets
held for more than one year but not more than 18 months ("mid-term gain"). The
balance of such distributions, deriving from capital assets held for more than
18 months, may be included in a Shareholder's computation of its adjusted net
capital gain. In addition, a Shareholder's gain upon a taxable disposition of
shares held for more than one year but not more than 18 months will qualify as
mid-term gain, and gain upon a taxable disposition of shares held for more than
18 months may be included in the Shareholders' computation of its adjusted net
capital gain. It is expected that pursuant to forthcoming regulations, the Fund
will provide shareholders with information allowing them to calculate their
mid-term gains and adjusted net capital gains.

         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, swaps, short sales, 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 "Details About the Funds' Investment Practices
and Policies" 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 Banc One Advisors would not otherwise 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.

         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-Advantaged 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 advisors 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-Advantaged 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;


                                       43

<PAGE>
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-ADVANTAGED 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 total 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-Advantaged 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-Advantaged 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-Advantaged Fund during
such year, regardless of the period for which the Shares were held.

         Exempt-interest dividends may generally be treated by a Tax-Advantaged
Fund's Shareholders as items of interest excludable from their gross income
under Section 103(a) of the Code. However, each Shareholder of a Tax-Free Fund
is advised to consult his or her tax advisor 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.

         "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 taken into account in determining
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).

         Current Federal law limits the types and volume of bonds qualifying for
Federal income tax exemption of interest, which may have an effect on the
ability of the Funds to purchase sufficient amounts of tax exempt securities to
satisfy the Code's requirements for the payment of "exempt-interest" dividends.

         Each Tax-Advantaged 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-Advantaged 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-Advantaged 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.

         Following is a brief discussion of treatment of exempt-interest
dividends by certain states.

         ARIZONA TAXES. Shareholders of the Arizona Municipal Bond Fund will not
be subject to Arizona income tax on exempt-interest dividends received from the
Fund to the extent that such dividends are attributable to interest on
tax-exempt obligations of the state of Arizona and its political subdivisions
("Local Obligations"). Interest from Local Obligations however, may be
includable in Federal gross income.


                                       44

<PAGE>
         KENTUCKY TAXES. Fund shares are currently exempt from the Kentucky tax
on intangible property. The Kentucky Supreme Court recently held that corporate
shares are not subject to the Kentucky intangible property tax because of an
exemption for shares of certain corporations with in-state activities which the
Court held to violate the Commerce Clause of the U.S. Constitution. The Kentucky
Revenue Cabinet has announced that, in light of the ruling, it will not, as a
matter of policy, require that the Kentucky intangible property tax be paid on
any portion of the value of shares of any mutual fund. Previously the Cabinet
had required owners of shares of mutual funds to pay tax on the portion of their
share value representing underlying fund assets not exempt from the tax.

         The Cabinet could change this policy in the future. The Kentucky
General Assembly could re-enact the intangible tax on corporate shares and other
similar securities without the exemption found objectionable by the Court. There
is no assurance that the Fund shares will remain free from the Kentucky
intangible property tax.

         WEST VIRGINIA TAXES. Shareholders may reduce their West Virginia
adjusted gross income ("AGI") for that portion of the interest or dividends they
receive which represents interest or dividends of the Fund on obligations or
securities of any authority, commission or instrumentality of West Virginia that
is exempt from the West Virginia personal income tax by Federal or West Virginia
law. Shareholders may also reduce their West Virginia AGI for that portion of
interest or dividends received from the Fund derived from obligations of the
United States and from obligations or securities of some authorities,
commissions or instrumentalities of the United States.

         However, shareholders cannot reduce their West Virginia AGI for any
portion of interest or dividends received from the Fund derived from income on
obligations of any state, or political subdivision thereof, other than West
Virginia, regardless of any Federal law exemption, such as that accorded
"exempt-interest dividends;" and they must increase their West Virginia AGI by
the amount of such interest or dividend income. Also, a shareholder must
increase his West Virginia AGI by interest on indebtedness incurred (directly or
indirectly) to purchase or hold shares of the Fund to the extent such interest
was deductible in determining Federal AGI. The sale, exchange, or redemption of
Fund shares is subject to the West Virginia income tax to the extent the gain or
loss therefrom affects the determination of the shareholder's Federal AGI.

         The foregoing is only a summary of some of the important tax
considerations generally affecting purchasers of Shares of a Tax-Advantaged
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-Advantaged 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-Advantaged Fund are urged
to consult their tax advisors 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 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 only to the extent that they are
directly related to the trust's business of investing in stock or securities.

         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 gains (and to a limited extent, losses) from 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 may 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


                                       45

<PAGE>
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. In addition, no credit will be allowed for foreign taxes paid in
respect of any dividend on stock paid or accrued after September 4, 1997 unless
the stock was held (without protection from risk of loss) for at least 16 days
during the 30-day period beginning 15 days before the ex-dividend date. For
certain preferred stock the holding period is 46 days during a similar 90-day
period. This means that (i) Shareholders not satisfying this holding period
requirement may not claim foreign tax credits in respect of their shares, and
(ii) the Fund may not "flow through" tax credits to Shareholders in respect of
dividends on stock that the Fund has not held for the requisite period. If the
Fund makes this election with respect to foreign tax credits it will notify
Shareholders of their proportionate share of foreign taxes paid, the portion of
the distribution that represents foreign source income, and any amount of such
foreign taxes paid which are not creditable because the Fund did not meet the
holding period requirement. 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 advisors.


                                    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.

         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
Advisor or Sub-Advisor 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.

                                       46
<PAGE>
         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 Advisor 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, Class C 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, Class C 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, Class C 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, Class C and Service Class Shares.


                 ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

         All of the classes of Shares in each Fund (other than Class A shares of
the Income Fund and Service Class shares in the U.S. Treasury Securities Money
Market Fund and the Prime Money Market 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.

         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. Fiduciary Shares are not available to
Individual Retirement Accounts.

         Class A, Class B and Class C Shares (except Class A shares of the
Income Fund) may be purchased by any investor that does not meet the purchase
eligibility criteria, described above, with respect to Fiduciary Shares. Class A
shares of the Income Fund may only be purchased in connection with investment
company consolidations and reorganizations. Class C Shares are available only to
investors in the Funds of Funds. In addition to purchasing Class A, Class B and
Class C Shares directly from the Distributor, an investor may purchase Class A,
Class B and Class C 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, of broker-dealers who have entered into a dealer agreement with the
Trust and their subsidiaries and affiliates, or of an investment sub-Advisor of
a Fund of the Trust and such sub-Advisor'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,


                                       47

<PAGE>
pension plan or other organization are authorized to act in fiduciary, advisory,
agency, custodial or similar capacities, or purchased by investment Advisors,
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 Advisors, financial planners or
other intermediaries who place trades for their own accounts if the accounts are
linked to the master account of such investment Advisor, 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) purchased in
connection with plans of reorganization of a Fund, such as mergers, asset
acquisitions 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. If a Class A Shareholder of the Income Fund exchanges his or her Shares
within one year of receipt of the Shares, the Shareholder will be assessed a 2%
redemption fee. 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.

         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.

         Class C Shareholders may not exchange their Class C Shares for shares
of any other class nor may shares of any other class be exchanged for Class C
Shares.

         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.

                                       48

<PAGE>
         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.)


                                       49

<PAGE>
                             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.


<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.;
2727 W. Good Hope Road                                                 from 1992 to November, 1993, Vice
Milwaukee, WI 53209                                                    President-Finance and Treasurer,
                                                                       DCI Marketing, Inc.; from 1987
                                                                       to August, 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
7615 4th Avenue West                                                   been self-employed as a consultant.
Bradenton, FL 34209

John S. Randall                                  Trustee               Since 1972, has been self-employed
1840 North Prospect Ave.                                               as a management consultant.
Apt. 419
Milwaukee, WI 53202

Frederick W. Ruebeck                             Trustee               From June, 1988 to present, has
Eli Lilly & Company                                                    been Director of Investments, Eli
Lilly Corporate Center                                                 Lilly and Company.
307 East McCarty
Indianapolis, IN 46285

Robert A. Oden, Jr.                              Trustee               From 1995 to present, President
Office of the President                                                Kenyon College; from 1989 to
Ransom Hall                                                            1995, Headmaster, The Hotchkiss
Kenyon College                                                         School.
Gambier, OH 43022
</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 for the Trust's fiscal year ended June 30, 1997.


                                       50

<PAGE>
                              COMPENSATION TABLE(1)

<TABLE>
<CAPTION>
                                                 PENSION OR
                                                 RETIREMENT
                                                  BENEFITS      ESTIMATED      TOTAL
                                  AGGREGATE       ACCRUED        ANNUAL     COMPENSATION
                                 COMPENSATION     AS PART       BENEFITS       FROM
      NAME OF                     FROM THE        OF FUND         UPON        THE FUND
  PERSON, POSITION                  TRUST         EXPENSES      RETIREMENT    COMPLEX(2)
  ----------------                  -----         --------      ----------    ----------
<S>                              <C>             <C>            <C>         <C>
Peter C. Marshall,                 $36,000           N/A           N/A       $39,000
Chairman

Charles I. Post,                   $33,500           N/A           N/A       $36,500
Trustee

John S. Randall,                   $33,500           N/A           N/A       $36,500
Trustee

Frederick W. Ruebeck,              $33,500           N/A           N/A       $36,500
Trustee
</TABLE>

1        Figures are for the Trust's fiscal year ended June 30, 1997.

2        "Fund Complex" comprises the 33 operational funds of The One Group as
         well as the 4 funds of The One Group(R) Investment Trust at June 30,
         1997.


                                       51

<PAGE>
         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.


<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,
The One Group Services Co.              Assistant Secretary  Vice President, The One Group
3435 Stelzer Road                       & Treasurer          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>


                                       52

<PAGE>
INVESTMENT ADVISOR

         Banc One Investment Advisors Corporation

         Investment advisory services to each of the Trust's Funds are provided
by Banc One Advisors. Banc One Advisors 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 Banc One Advisors and are not insured by the FDIC or issued or
guaranteed by the U.S. government or any of its agencies.

         Banc One Advisors 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 $101 billion as
of June 30, 1997.

         Banc One Advisors 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 (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 Small
Capitalization Fund (formerly the Gulf South Growth Fund), formerly Paragon
Louisiana Tax-Free Fund, Paragon Value Growth Fund and Paragon Gulf South Growth
Fund, respectively, by Premier Investment Advisors, LLP.

         During the fiscal years ended June 30, 1997, 1996, and 1995, the Funds
of the Trust paid the following investment advisory fees to Banc One Advisors
(except as noted above) and Banc One Advisors voluntarily waived investment
advisory fees as follows:


                                       53

<PAGE>
                           THE ONE GROUP ADVISORY--NET

<TABLE>
<CAPTION>
                                                                   FISCAL YEAR ENDED JUNE 30,
                                                                   --------------------------
                                              1997                          1996                              1995
                                              ----                          ----                              ----
FUND                                   NET           WAIVED          NET             WAIVED            NET             WAIVED
- ----                                   ---           ------          ---             ------            ---             ------
<S>                                 <C>            <C>            <C>              <C>              <C>             <C>
U.S. Treasury Securities
  Money Market                      $5,992,323     $2,742,727     $3,335,123       $2,120,534       $2,258,214      $1,956,704
Prime Money Market                  $7,824,731     $1,899,772     $5,939,373       $2,662,726       $3,991,856      $2,887,240
Municipal Money Market              $1,241,937     $  593,593     $1,111,463       $  930,328       $  964,943      $  834,690
Ohio Municipal Money Market         $  231,786     $   36,034     $  171,609       $  114,565       $  163,752      $  112,517
Income Equity                       $4,104,562     $        0     $1,809,128       $   70,594       $1,466,342      $    7,338
Disciplined Value                   $4,129,523     $        0     $3,934,183       $   61,237       $3,306,317      $        0
Growth Opportunities                $4,511,169     $        0     $3,688,445       $   54,262       $3,024,214      $    6,973
Equity Index                        $  547,238     $1,094,476     $  238,008       $  638,315       $  167,195      $  396,281
Large Company Value                 $4,726,413     $        0     $3,763,553       $        0       $1,730,555      $        0
Asset Allocation                    $  684,481     $  142,861     $  306,083       $   92,023       $  214,418      $   68,226
International Equity Index          $2,201,616     $      837     $1,279,277       $   91,958       $1,036,935      $        0
Large Company Growth                $7,948,260     $        0     $5,235,736       $  245,284        2,515,585      $        0
Income Bond                         $2,581,863     $1,290,933     $1,918,010       $1,135,461       $1,662,030      $1,317,284
Limited Volatility Bond             $1,830,204     $1,830.204     $1,330,873       $1,450,516       $1,155,274      $1,393,194
Intermediate Tax-Free Bond          $1,235,203     $  776,825     $  629,789       $  769,809       $  499,312      $  699,036
Municipal Income                    $1,314,694     $  387,974     $  714,573       $  387,167       $  572,498      $  246,244
Ohio Municipal Bond                 $  389,001     $  391,781     $  257,158       $  328,794       $  299,400      $  302,235
Government Bond                     $3,098,420     $  194,800     $2,182,543       $   70,159       $1,251,932      $   38,861
Ultra Short-Term Income             $  117,314     $  342,966     $   29,293       $  227,497       $  277,435      $  208,134
Intermediate Bond                   $1,273,126     $1,092,194     $  612,348       $  747,012       $  239,603      $  597,220
Treasury Only Money Market          $  385,087     $        0     $  287,729       $        0       $  181,522      $   16,794
Government Money Market             $  848,690     $        0     $  612,362       $    5,166       $  478,342      $  101,302
Kentucky Municipal Bond
(Trademark Kentucky
  Municipal Bond)**                 $  270,459     $   78,137     $  108,684       $  132,964       $   53,481      $   59,433
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 Municipal Bond+++           $  390,737     $  126,415             NA*              NA*              NA*             NA*
Texas Tax-Free Bond                         NA #           NA #           NA*              NA*              NA*             NA*
W. Virginia Municipal Bond+++       $  121,278     $   66,525             NA*              NA*              NA*             NA*
Louisiana Municipal Bond            $  683,535     $  394,121     $  207,766++     $  103,883++     $  992,485+     $  198,495+
Value Growth                        $2,309,475     $   69,333     $  400,112++     $   51,948++     $1,281,345+             NA+
Small Capitalization                $  699,896     $   30,410     $  184,391++     $   25,531++     $  582,482+             NA+
Income Fund                                 NA #           NA #           NA*              NA*              NA*             NA*
Investor Growth++++                 $    1,552     $    6,244             NA*              NA*              NA*             NA*
Investor Growth & Income++++        $    2,046     $    8,237             NA*              NA*              NA*             NA*
Investor Aggressive Growth                  NA #           NA #           NA*              NA*              NA*             NA*
Investor Conservative Growth++++    $      683     $    2,750             NA*              NA*              NA*             NA*
Investor Balanced++++               $    3,107     $   12,503             NA*              NA*              NA*             NA*
Investor Fixed Income                       NA #           NA #           NA*              NA*              NA*             NA*
Treasury & Agency Fund+++           $   99,224     $   99,225             NA*              NA*              NA*             NA*
</TABLE>

#        As of June 30, 1997, the Fund had not commenced operations.

*        As of June 30, 1996, the Fund had not commenced operations.

**       In the fiscal year ended June 30, 1994, and from July 1, 1994 through
         January 19, 1995, the Advisor was Liberty National Bank and Trust
         Company of Kentucky.

+        For fiscal years ended November 30, 1994 and 1995, the Advisor was
         Premier Investment Advisors, LLC.

++       Fees for the period from December 31, 1995 to June 30, 1996.

+++      Fees for the period from January 20, 1997 to June 30, 1997.

++++     Fees for the period from December 10, 1996 to June 30, 1997.


                                       54

<PAGE>
         All investment advisory services are provided to the Funds by Banc One
Advisors 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 Advisor or Sub-Advisor 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 Advisor or Sub-Advisor 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 Banc One Advisors or Sub-Advisor 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-Advisor to
the Ultra Short-Term Income Fund, $176,570 in sub-advisory fees from Banc One
Advisors for the fiscal year ended June 30, 1995 and $26,251 in sub-advisory
fees from Banc One Advisors for the fiscal year ended June 30, 1996.

         Independence International Associates, Inc.

         Independence International Associates, Inc. ("Independence
International") serves as investment Sub-Advisor to the International Equity
Index Fund pursuant to an agreement with Banc One Advisors dated January 11,
1993. Independence International is a wholly-owned subsidiary of John Hancock
Asset Management, Inc. and an indirect, wholly-owned subsidiary of John Hancock
Mutual Life Insurance Company. Boston International Advisors, Inc., the
predecessor of Independence International, received $161,906 in sub-advisory
fees from Banc One Advisors for the fiscal year ended June 30, 1995, $212,352 in
sub-advisory fees from Banc One Advisors for the fiscal year ended June 30,
1996; and $315,098 in sub-advisory fees from Banc One Advisors for the fiscal
year ended June 30, 1997.

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 Advisor, 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 Advisors 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 Advisors 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, Banc One Advisors
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 Banc One
Advisors from continuing to perform such services for the Trust. Depending upon
the nature of any changes in the services which could be provided


                                       55

<PAGE>
by Banc One Advisors, the Board of Trustees of the Trust would review the
Trust's relationship with Banc One Advisors 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, Banc One Advisors
and the Sub-Advisor determine, subject to the general supervision of the Board
of Trustees of the Trust and 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 Banc One Advisors generally seeks
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 Banc One Advisors and the Sub-Advisor with respect to
the Funds each serves based on their 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 Banc One
Advisors or the Sub-Advisor may receive orders for transactions by the Trust,
even if such dealers charge commissions in excess of the lowest rates available,
provided such commissions are reasonable in light of the value of brokerage and
research services received. Such research services may include, but are not be
limited to, analysis and reports concerning economic factors and trends,
industries, specific securities, and portfolio strategies. Information so
received is in addition to and not in lieu of services required to be performed
by Banc One Advisors or the Sub-Advisor and does not reduce the advisory fees
payable to Banc One Advisors or the Sub-Advisor. Such information may be useful
to Banc One Advisors or the Sub-Advisor 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 Banc One Advisors or the Sub-Advisor
in carrying out their obligations to the Trust. In the last fiscal year, Banc
One Advisors directed brokerage commissions to brokers who provided research
services to Banc One Advisors. Total compensation paid to such brokers amounted
to $15,142,680.

         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 Advisors 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, 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
Small Company Growth                                                     $47,160
Large Company Value                                                      $47,640
Equity Index                                                             $ 6,741
Asset Allocation                                                         $ 6,677
Government ARM                                                           $   531
Large Company Growth                                                     $ 3,381
</TABLE>

         During the Trust's fiscal year ended June 30, 1996, the Trust paid
brokerage commissions to Goldman for brokerage services provided as follows:


<TABLE>
<CAPTION>
         FUND                                                        COMMISSIONS PAID
         ----                                                        ----------------
<S>                                                                  <C>
Income Equity                                                            $ 5,750
Disciplined Value                                                        $ 1,810
Growth Opportunities                                                     $11,714
Equity Index                                                             $42,243
Large Company Value                                                      $10,650
Asset Allocation                                                         $ 9,602
Small Capitalization                                                     $ 2,265
Value Growth                                                             $ 1,647
</TABLE>


                                       56

<PAGE>
         During the Trust's fiscal year ended June 30, 1996, the percentage of
the Trust's aggregate brokerage commissions paid to Goldman was 1.26% and the
percentage of the Trust's aggregate dollar amount of transactions involving the
payment of commissions effected through Goldman was 1.47%.

         In the fiscal years ended June 30, 1997, 1996, and 1995, each of the
Funds of the Trust that paid brokerage commissions and the amounts paid for each
year were as follows:

                       THE ONE GROUP BROKERAGE COMMISSIONS

<TABLE>
<CAPTION>
                                            FISCAL YEAR ENDED JUNE 30,
                                            --------------------------
FUND                                   1997             1996             1995
- ----                                   ----             ----             ----
<S>                                 <C>              <C>              <C>
Income Equity                       $  395,450       $   96,204       $  102,275
Disciplined Value                   $1,570,859       $  613,774       $2,572,895
Growth Opportunities                $3,199,337       $2,798,442       $1,242,481
Equity Index                        $  162,178       $   56,155       $   21,858
Large Company Value                 $1,378,450       $2,126,632       $1,783,768
Asset Allocation                    $  194,187       $   61,678       $   42,796
International Equity Index          $  349,010       $  176,140       $  223,386
Large Company Growth                $1,285,883       $  596,397       $  442,672
Ultra Short-Term Income             $        0       $        0       $      531
Small Capitalization                $  194,127       $   43,039
Value Growth                        $1,005,409       $  224,373
</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 Banc One Advisors or the Sub-Advisor. 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 Banc One Advisors or the Sub-Advisor 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, Banc One Advisors and the Sub-Advisor 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, Banc One Advisors and the Sub-Advisor will not inquire or take into
consideration whether an issuer of securities proposed for purchase or sale by
the Trust is a customer of Banc One Advisors or the Sub-Advisor or their parents
or subsidiaries or affiliates and, in dealing with its commercial customers,
Banc One Advisors and the Sub-Advisor and their respective parent, subsidiaries,
and affiliates will not inquire or take into consideration whether securities of
such customers are held by the Trust.

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.

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


                                       57

<PAGE>
         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, 1997, 1996, and 1995 as follows:


                                       58

<PAGE>
                        THE ONE GROUP ADMINISTRATOR--NET

<TABLE>
<CAPTION>

                                              THE ONE GROUP                    FISCAL YEAR ENDED JUNE 30, 1997
                                                SERVICES                            BANC ONE ADVISORS**
FUND                                           COMPANY NET        WAIVED            NET             WAIVED
<S>                                            <C>              <C>            <C>                <C>
U.S. Treasury Securities                       $4,041,160       $   52,457       $                $        0
  Money Market
Prime Money Market                             $4,325,620       $  268,513       $1,666,976       $        0
Municipal Money Market                         $  821,921       $   45,236       $  314,733       $        0
Ohio Municipal Money Market                    $  168,236       $   79,377       $  107,188       $        0
Income Equity                                  $  916,621       $        0       $  332,802       $        0
Disciplined Value                              $  922,753       $        0       $  334,826       $        0
Growth Opportunities                           $1,007,999       $        0       $  365,770       $        0
Equity Index                                   $  329,854       $  574,004       $  328,342       $        0
Large Company Value                            $1,056,104       $        0       $  383,222       $        0
Asset Allocation                               $   94,269       $  116,194       $   76,370       $        0
International Equity Index                     $  662,008       $        0       $  240,084       $        0
Large Company Growth                           $1,775,503       $        0       $  644,453       $        0
(Sun Eagle: Equity Growth)
Income Bond                                    $1,067,153       $        0       $  387,285       $        0
Limited Volatility Bond                        $1,008,923       $        0       $  366,010       $        0
Intermediate Tax-Free Bond                     $  554,163       $        0       $  201,205       $        0
Municipal Income                               $  609,095       $   16,541       $  227,031       $        0
Ohio Municipal Bond                            $  213,314       $    1,857       $   78,076       $        0
Government Bond                                $  990,039       $  220,036       $  439,098       $        0
Ultra Short-Term Income                        $   60,695       $   95,720       $   50,007       $        0
Intermediate Bond (Sun Eagle)                  $  651,480       $        0       $  236,534       $        0
Intermediate Fixed Income)
Treasury Only Money Market                     $  240,680       $        0       $  240,061       $        0
Government Money Market                        $  530,431       $        0       $  530,415       $        0
Institutional Prime                                   NA*              NA*              NA*       $        0
  Money Market
Treasury Money Market                                 NA*              NA*              NA*       $        0
Tax-Exempt Money Market                               NA*              NA*              NA*       $        0
Arizona Municipal Bond                         $  140,206       $   49,819       $   69,221       $        0
Kentucky Municipal Bond                        $  127,957       $        0       $   46,478       $        0
Texas Tax-Free Bond                                   NA*              NA*              NA*              NA*
W. Virginia Municipal Bond                     $   58,427       $   10,580       $   25,040       $        0
Louisiana Municipal Bond                       $  297,050       $        0       $  107,762       $        0
Value Growth                                   $  531,250       $        0       $  192,876       $        0
Small Capitalization (Gulf South Growth)       $   92,752       $   70,432       $   59,214       $        0
Income                                                NA*              NA*              NA*              NA*
Investor Growth                                $   15,583       $        0       $        0       $        0
Investor Growth & Income                       $        0       $   20,566       $        0       $        0
Investor Aggressive Growth                            NA*              NA*              NA*              NA*
Investor Conservative Growth                   $        0       $    6,866       $        0       $        0
Investor Balanced                              $        0       $   31,220       $        0       $        0
Investor Fixed Income                                 NA*              NA*              NA*              NA*
Treasury & Agency                              $   13,891       $   68,143       $   29,765       $        0
</TABLE>

*        As of June 30, 1997, the Fund had not commenced operations.

**       These fees were paid by The One Group Services Company to Banc One
         Advisors pursuant to the Sub-Administration Agreement.


                                       59

<PAGE>
                        THE ONE GROUP ADMINISTRATOR--NET

<TABLE>
<CAPTION>
                                   THE ONE GROUP                      FISCAL YEAR ENDED JUNE 30, 1996
                                    SERVICES                               BANC ONE ADVISORS**                               440***
FUND                               COMPANY NET         WAIVED            NET             WAIVED              NET             WAIVED
- ----                               -----------         ------            ---             ------              ---             ------
<S>                                <C>               <C>              <C>              <C>               <C>              <C>
U.S. Treasury Securities
  Money Market                     $1,675,933        $   23,824       $  928,127                 0       $  881,386       $  19,060
Prime Money Market                 $2,490,499        $        0       $1,463,271                 0       $1,611,838       $       0
Municipal Money Market             $  504,611        $   58,625       $  340,160                 0       $  328,817       $  82,052
Ohio Municipal Money Market        $    9,933        $   87,195       $   53,819                 0       $   22,276       $  39,800
Income Equity                      $  286,663        $        0       $  151,456                 0       $  136,804       $       0
Disciplined Value                  $  543,544        $        0       $  321,420                 0       $  357,658       $       0
Growth Opportunities               $  511,634        $        0       $  301,050                 0       $  332,353       $       0
Equity Index                       $  219,301        $   96,276       $  165,797                 0       $   52,623       $ 119,116
Large Company Value                $  532,314        $        0       $  300,440                 0       $  283,851       $  32,509
Asset Allocation                   $   19,184        $   48,482       $   33,779                 0       $   22,718       $  11,794
International Equity Index         $  307,633        $        0       $  171,529                 0       $  172,763       $       0
Large Company Growth               $  778,543        $        0       $  441,303                 0       $  457,430       $       0
(Sun Eagle: Equity Growth)
  Income Bond                      $  505,703        $        0       $  302,920                 0       $  343,646       $     186
Limited Volatility Bond            $  471,594        $        0       $  275,961                 0       $  301,887       $       0
Intermediate Tax-Free Bond         $  222,203        $        0       $  138,734                 0       $  167,244       $       0
Municipal Income                   $  210,905        $   43,781       $  142,512                 0       $  110,442       $  43,233
Ohio Municipal Bond                $   81,876        $   15,630       $   57,825                 0       $   55,179       $  11,740
Government Bond                    $  544,937        $    6,947       $  297,480                 0       $  270,620       $  12,171
Ultra Short-Term Income            $        0        $   50,706       $   28,274                         $        0       $  35,162
Intermediate Bond (Sun
  Eagle:
Intermediate Fixed Income)         $  229,988        $        0       $  134,912                 0       $  148,161       $       0
Treasury Only Money Market         $  113,945        $        0       $  179,830                 0       $   65,888       $       0
Government Money Market            $  232,688        $        0       $  385,955                 0       $  153,141       $     131
Institutional Prime
  Money Market                             NA*               NA*              NA                NA*              NA*
Treasury Money Market                      NA*               NA*              NA                NA*              NA*
Tax-Exempt Money Market                    NA*               NA*              NA                NA*              NA*
Arizona Municipal Bond                     NA*               NA*              NA                NA*              NA*
Kentucky Municipal Bond                38,104        $    1,196           23,883                 0       $   26,310       $   2,256
Texas Tax-Free Bond                        NA*               NA*              NA                NA*              NA*
W. Virginia Municipal Bond                 NA*               NA*              NA                NA*              NA*
Louisiana Municipal Bond           $   86,078+       $        0       $   31,165+                0       $        0       $       0
Value Growth                       $  101,245+       $        0       $   36,656+                0       $        0       $       0
Gulf South Growth                  $   47,011+       $        0       $   17,021+                0       $        0       $       0
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*
</TABLE>

*        As of June 30, 1996, the Fund had not commenced operations.

**       These were fees paid by The One Group Services Company to Banc One
         Advisors pursuant to the Sub-Administration Agreement for the period
         from December 1, 1995 through June 30, 1996, and by 440 for the period
         June 30, 1995 to December 1, 1995.

***      These were fees paid from July 1, 1995 through early November 30, 1995.

+        These fees were paid from March 26, 1996 through June 30, 1996.


                                       60

<PAGE>
                        THE ONE GROUP ADMINISTRATOR--NET

<TABLE>
<CAPTION>
                                                                  FISCAL YEAR ENDED JUNE 30, 1995
                                           440                                ADVISOR**                         FEDERATED
FUND                               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 Municipal Bond                  NA*               NA*               NA*               NA*               NA            NA
Texas Tax-Free Bond                     NA*               NA*               NA*               NA*               NA            NA
W. Virginia Municipal 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 were fees paid by 440 to Banc One Advisors pursuant to the
         Sub-Administration Agreement for the period from April 1, 1995 through
         June 30, 1995.

***      These fees were paid from January 20, 1995 through June 30, 1995.

****     These fees were 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.


                                       61

<PAGE>
         Unless sooner terminated, the Administration Agreement between the
Trust and The One Group Services Company will continue in effect through
November 30, 1997. 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.

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, 1997 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 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,
Class C 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, Class C 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 five 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 "CDSC Plan") for Class B and Class C Shares was initially approved on
August 12, 1993 by the Independent Trustees. The CDSC Distribution Plan was
re-executed on December 13, 1995 and amended on February 20, 1997. 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, 1997, the distribution fees paid
by the Class A, Class B and Service Class Shares (formerly Retirement Class
Shares) of the Trust to The One Group Services Company were as follows:


                                       62

<PAGE>
  THE ONE GROUP DISTRIBUTION FEES PAID FOR THE FISCAL YEAR ENDED JUNE 30, 1997

<TABLE>
<CAPTION>
                                                                                                      SERVICE
FUND                                       DISTRIBUTOR           CLASS A            CLASS B            CLASS
<S>                                       <C>                <C>                <C>                <C>
U.S. Treasury Securities Money Market     One Group Ser.     $      850,746     $          375     $            0
Prime Money Market                        One Group Ser.     $      840,900     $        2,280     $            0
Municipal Money Market                    One Group Ser.     $      105,745                 NA     $            0
Ohio Municipal Money Market               One Group Ser.     $       92,006                 NA     $            0
Income Equity                             One Group Ser.     $      104,017     $      483,517                 NA
Disciplined Value                         One Group Ser.     $       54,778     $      179,949                 NA
Growth Opportunities                      One Group Ser.     $       80,764     $      226,269                 NA
Equity Index                              One Group Ser.     $      145,478     $      901,878                 NA
Large Company Value                       One Group Ser.     $       30,071     $       60,403                 NA
Asset Allocation                          One Group Ser.     $       57,839     $      283,235                 NA
International Equity Index                One Group Ser.     $       27,165     $       73,443                 NA
Large Company Growth                      One Group Ser.     $      237,595     $      865,711                 NA
Income Bond                               One Group Ser.     $       31,402     $       79,320                 NA
Limited Volatility Bond                   One Group Ser.     $       43,944     $       42,962                 NA
Intermediate Tax-Free Bond                One Group Ser.     $       16,954     $       23,312                 NA
Municipal Income                          One Group Ser.     $       78,506     $      264,557                 NA
Ohio Municipal Bond                       One Group Ser.     $       40,806     $      107,071                 NA
Government Bond                           One Group Ser.     $       92,225     $      101,562                 NA
Ultra Short-Term Income                   One Group Ser.     $       31,166     $       14,247                 NA
</TABLE>


                                       63

<PAGE>
<TABLE>
<CAPTION>
                                                                                     SERVICE
FUND                                 DISTRIBUTOR       CLASS A       CLASS B          CLASS
<S>                                 <C>                <C>           <C>             <C>
Intermediate Bond                   One Group Ser.     $ 37,030      $ 71,731            NA
Treasury Only Money Market          One Group Ser.           NA            NA            NA
Government Money Market             One Group Ser.           NA            NA            NA
Kentucky Municipal Bond             One Group Ser.     $ 18,364      $ 17,792            NA
Treasury Money Market               One Group Ser.           NA*           NA*           NA*
Tax-Exempt Money Market             One Group Ser.           NA*           NA*           NA*
Arizona Municipal Bond              One Group Ser.     $    556+            0            NA
Texas Tax-Free Bond                 One Group Ser.     $      0*     $      0*           NA*
W. Virginia Municipal Bond          One Group Ser.     $    553+     $  1,097+           NA
Louisiana Municipal Bond            One Group Ser.     $125,917      $ 32,207            NA
Value Growth                        One Group Ser.     $ 98,729      $ 69,685            NA
Small Capitalization                One Group Ser.     $ 43,358      $ 32,113            NA
Income                              One Group Ser.           NA*           NA*           NA*
Investor Growth **                  One Group Ser.     $  1,739      $ 13,821            NA
Investor Growth & Income **         One Group Ser.     $  2,040      $ 17,155            NA
Investor Aggressive Growth          One Group Ser.           NA*           NA*           NA*
Investor Conservative Growth **     One Group Ser.     $    653      $  4,800            NA
Investor Balanced **                One Group Ser.     $    846      $ 11,720            NA
Investor Fixed Income               One Group Ser.           NA*           NA*           NA*
Treasury & Agency                   One Group Ser.     $     13+     $     17+           NA
</TABLE>

 *       These funds had not commenced operations as of June 30, 1997.

**       These fees were paid from December 10, 1996 to June 30, 1997.

 +       The fees were paid from January 20, 1997 to June 30, 1997.

         In accordance with Rule 12b-1 under the 1940 Act, the Distribution Plan
and CDSC Plan may be terminated with respect to the Class A Shares, Class B
Shares, Class C 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, Class C Shares or Service Class
Shares, respectively, of that Fund. The Distribution Plan and CDSC 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, Class C Shares or Service Class Shares of a Fund
requires the approval of that Fund's Class A, Class B, Class C 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.


                                       64

<PAGE>
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
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, 1997 are incorporated by reference 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 are incorporated by reference 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 are incorporated by
reference 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 are
incorporated by reference 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.

         The law firm of Ropes & Gray, One Franklin Square, 1301 K Street, N.W.,
Suite 800 East, Washington, D.C. 20005 is 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.

                                       65

<PAGE>
                             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 40 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 Small Capitalization
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 Municipal Bond Fund, the Kentucky
Municipal Bond Fund, the Louisiana Municipal Bond Fund, the Arizona Municipal
Bond 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 and the Treasury and Agency Fund. The
Funds of the Trust (other than the Institutional Money Market Funds, 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) offer
Shares in four separate classes: Fiduciary Shares, Class A Shares, Class B and
Class C Shares. The U.S. Treasury Securities Money Market Fund and the Prime
Money Market Fund offer Fiduciary Class Shares, Class A Shares, Class B Shares,
Class C Shares, Fiduciary Class Shares and Service Class Shares. The
Institutional Money Market Funds offer only Fiduciary Class Shares. The
Municipal Money Market Fund and the Ohio Municipal Money Market Funds offer
Fiduciary Class, Class A and Class C Shares. See the relevant Prospectus for
those Funds for more details.

         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, Class C 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.


                                       66

<PAGE>
         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 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.

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 a 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 a 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 a 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.

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

CALCULATION OF PERFORMANCE DATA

         The yield for each Money Market Funds, and the Institutional Money
Market Funds 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 Fund because those Funds had not commenced operations as of June
30, 1997.

                               MONEY MARKET FUNDS

Fiduciary Shares

<TABLE>
<CAPTION>
                                                    INCEPTION          7-DAY YIELD
                                                       DATE              6/30/97
<S>                                                 <C>                <C>
U.S. Treasury  Securities                           09/09/85(2)            5.03%
Prime                                               08/01/85(2)            5.25%
Municipal                                           06/04/87               3.63%
Ohio Municipal(1)                                   06/09/93               3.73%
</TABLE>

Class A Shares

<TABLE>
<CAPTION>
                                                        INCEPTION       7-DAY YIELD
                                                          DATE            6/30/97
<S>                                                     <C>             <C>
U.S. Treasury Securities                                02/18/92           4.78%
Prime                                                   02/18/92           5.00%
Municipal                                               02/18/92           3.38%
Ohio Municipal(1)                                       01/26/93           3.48%
</TABLE>


                                       67

<PAGE>
Institutional Shares

<TABLE>
<CAPTION>
                                                        INCEPTION       7-DAY YIELD
                                                          DATE            6/30/97
<S>                                                     <C>             <C>
Treasury Only Money                                     04/16/93           5.12%
Market
Government Money Market                                 06/14/93           5.30%
</TABLE>

Class B Shares

<TABLE>
<CAPTION>
                                                        INCEPTION       7-DAY YIELD
                                                           DATE           6/30/97
<S>                                                     <C>             <C>
U.S. Treasury Securities                                11/01/96           4.03%
Prime                                                   11/01/96           4.25%
</TABLE>

(1) A portion of the income may be subject to alternative minimum tax.
(2) Data for performance purposes begins 1/1/87 (Fiduciary Class).

         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 following
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, 1997. 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.

                              TAX-EQUIVALENT YIELD

<TABLE>
<CAPTION>
                                        FIDUCIARY                CLASS A
                           7 DAY                         7 DAY
                           YIELD    28% TAX  39.6% TAX   YIELD    28% TAX  39.6% TAX
                           -----    -------  ---------   -----    -------  ---------
<S>                        <C>       <C>       <C>       <C>       <C>       <C>
Municipal Money Market     3.63%     5.04%     6.01%     3.38%     4.69%     5.60%
Ohio Municipal             3.73%     5.18%     6.18%     3.48%     4.83%     5.76%
  Money Market
</TABLE>

         The performance of the funds may be compared in publications to the
performance of various indices and investments (such as other mutual funds) for
which reliable performance data is available, as well as averages, performance
rankings or other information prepared by recognized mutual fund statistical
services, as set forth below.

         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 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[(cd +1)6-1]

         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 Texas Tax-Free Bond Fund.


                                       68

<PAGE>
         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.


                                       69

<PAGE>
                                FIDUCIARY SHARES

FIXED INCOME FUNDS

<TABLE>
<CAPTION>

                                                   AVERAGE ANNUAL TOTAL RETURN AS OF 6/30/97

                                                                                                       30-DAY
                                 INCEPTION                                                LIFE OF        SEC
                                    DATE       1 YEAR     3 YEAR     5 YEAR   10 YEAR       FUND        YIELD

<S>                              <C>           <C>        <C>        <C>      <C>         <C>          <C>
Income Bond(2)                    07/02/87      8.10%      7.97%      6.37%     7.24%       7.23%       6.70%
Limited Volatility Bond           09/04/90      6.75%      6.61%      5.75%      NA         7.09%       6.18%
Intermediate Tax-Free(2)          09/04/90      7.76%      6.63%      5.86%      NA         6.83%       4.57%
Ohio Municipal Bond(2)            07/02/91      7.22%      6.32%      6.03%      NA         6.78%       4.31%
Municipal Income(2)               02/09/93      7.49%      6.49%       NA        NA         5.43%       5.20%
Government Bond                   02/08/93      8.10%      7.93%       NA        NA         5.52%       6.24%
Ultra Short-Term Income           02/02/93      7.14%      5.96%       NA        NA         5.00%       6.08%
Intermediate Bond                 02/28/92      7.68%      7.57%      6.46%      NA         6.63%       6.35%
Kentucky Municipal Bond(2)        03/12/93      6.74%      6.59%       NA        NA         5.15%       4.34%
Louisiana Municipal Bond(2)       12/29/89      6.81%      6.27%      5.96%      NA         6.83%       4.16%
West Virginia Municipal                                                         6.60%       7.39%       4.33%
Bond(1),(2)                       01/21/97      7.37%      5.86%      5.76%
Arizona Municipal Bond1,(2)       01/21/97      7.27%      6.09%      5.88%     6.92%       7.38%       4.36%
Treasury & Agency(1)              01/21/97      6.94%      7.37%      6.05%      NA         7.33%       6.04%
</TABLE>


EQUITY FUNDS

<TABLE>
<CAPTION>

                                                   AVERAGE ANNUAL TOTAL RETURN AS OF 6/30/97


                                 INCEPTION                                                LIFE OF     30-DAY SEC
                                    DATE       1 YEAR     3 YEAR     5 YEAR   10 YEAR       FUND         YIELD

<S>                              <C>           <C>        <C>        <C>      <C>         <C>         <C>
Disciplined Value                 03/02/89      20.56%     18.88%      14.70%     NA       12.51%        1.10%
Income Equity                     07/02/87      30.90%     25.43%      17.85%   13.11%     13.10%        1.49%
Equity Index                      07/02/91      34.30%     28.46%      19.25%     NA       18.03%        1.56%
Large Company Value               03/01/91      27.10%     20.92%      13.90%     NA       13.63%        1.61%
Growth Opportunities              03/02/89      22.75%     22.36%      17.29%     NA       16.89%            %
International Equity Index(3)     10/28/92      14.64%      9.93%        NA       NA       13.57%         NA
Asset Allocation                  04/05/93      20.16%     16.97%        NA       NA       11.81%            %
Large Company Growth              02/28/92      33.11%     23.93%      18.57%     NA       17.11%        0.40%
Gulf South Growth                 07/01/91      13.44%     15.48%      15.06%     NA       16.06%       -.034%
Value Growth                      12/29/89      31.97%     22.97%      17.24%     NA       16.10%        0.81%
</TABLE>



THE ONE GROUP INVESTOR FUNDS

<TABLE>
<CAPTION>

                                                   AVERAGE ANNUAL TOTAL RETURN AS OF 6/30/97


                                 INCEPTION                                                LIFE OF     30-DAY SEC
                                    DATE       1 YEAR     3 YEAR     5 YEAR   10 YEAR       FUND         YIELD

<S>                              <C>           <C>        <C>        <C>      <C>         <C>         <C>
Investor Conservative Growth      12/10/96        NA          NA        NA       NA         6.00%         NA
Investor Balanced                 12/10/96        NA          NA        NA       NA         8.48%         NA
Investor Growth & Income          12/10/96        NA          NA        NA       NA        10.87%         NA
Investor Growth                   12/10/96        NA          NA        NA       NA        13.50%         NA
</TABLE>



                                       70

<PAGE>
                                 CLASS A SHARES


FIXED INCOME FUNDS

<TABLE>
<CAPTION>

                                                   AVERAGE ANNUAL TOTAL RETURN AS OF 6/30/97


                                 INCEPTION                                                LIFE OF     30-DAY SEC
                                    DATE       1 YEAR     3 YEAR     5 YEAR   10 YEAR       FUND         YIELD

<S>                              <C>           <C>        <C>        <C>      <C>         <C>         <C>
Income Bond(2)                    02/18/92       7.85%     7.64%      6.14%      NA        6.42%          6.16%
     With Sales Charge                           2.99%     5.98%      5.16%      NA        5.51%
Limited Volatility Bond           02/18/92       6.47%     6.33%      5.47%      NA        5.77%          5.75%
     With Sales Charge                           3.29%     5.25%      4.83%      NA        5.17%
Intermediate Tax-Free(2)          02/18/92       7.39%     6.38%      5.61%      NA        5.82%          4.13%
     With Sales Charge                           2.56%     4.76%      4.64%      NA        4.91%
Ohio Municipal Bond(2)            02/18/93       6.95%     6.06%      5.84%      NA        6.19%          3.88%
     With Sales Charge                           2.09%     4.44%      4.88%      NA        5.28%
Municipal Income(2)               02/23/93       7.24%     6.26%       NA        NA        5.17%          4.73%
     With Sales Charge                           2.38%     4.63%       NA        NA        4.06%
Government Bond                   03/05/93       7.83%     7.70%       NA        NA        4.91%          5.72%
     With Sales Charge                           2.98%     6.06%       NA        NA        3.80%
Ultra Short-Term Income           03/10/93       7.00%     5.75%       NA        NA        4.79%          5.66%
     With Sales Charge                           3.82%     4.70%       NA        NA        4.05%
Intermediate Bond                 11/30/94       7.40%      NA         NA        NA        8.72%          5.82%
     With Sales Charge                           2.52%      NA         NA        NA        6.80%
Kentucky Municipal Bond(2)        01/20/95       6.46%     6.28%       NA        NA        4.94%          3.90%
     With Sales Charge                           1.70%     4.66%       NA        NA        3.82%
Louisiana Municipal Bond(2)       12/29/89       6.55%     6.15%      5.89%      NA        6.79%          3.73%
     With Sales Charge                           1.73%     4.54%      4.93%      NA        6.13%
West Virginia Municipal Bond(1,2) 01/21/97       7.47%     5.72%      5.57%     6.37%      7.15%          3.89%
     With Sales Charge                           2.65%     4.11%      4.60%     5.89%      6.79%
Arizona Municipal Bond(1,2)       01/21/97       5.56%     5.35%      5.33%     6.51%      7.03%          3.93%
     With Sales Charge                           0.79%     3.75%      4.36%     6.02%      6.75%
Treasury & Agency(1)              01/21/97       6.79%     7.14%      5.81%      NA        7.08%          5.63%
     With Sales Charge                           3.60%     6.08%      5.16%      NA        6.73%

</TABLE>


EQUITY FUNDS
<TABLE>
<CAPTION>

                                                   AVERAGE ANNUAL TOTAL RETURN AS OF 6/30/97


                                 INCEPTION                                                LIFE OF     30-DAY SEC
                                    DATE       1 YEAR     3 YEAR     5 YEAR   10 YEAR       FUND         YIELD

<S>                              <C>           <C>        <C>        <C>      <C>         <C>         <C>
Disciplined Value                 02/18/92      20.21%     18.46%     14.45%     NA         13.65%       0.81%
     With Sales Charge                          14.82%     16.66%     13.40%     NA         12.68
Income Equity                     02/18/92      30.39%     25.10%     17.55%     NA         16.43%       1.19%
     With Sales Charge                          24.52%     23.19%     16.46%     NA         15.43%
Equity Index                      02/18/92      33.94%     28.11%     18.98%     NA         17.67%       1.26%
     With Sales Charge                          27.87%     26.14%     17.89%     NA         16.66
Large Company Value               02/18/92      26.90%     20.49%     13.72%     NA         12.70%       1.29%
     With Sales Charge                          21.15%     18.64%     12.68%     NA         11.73%
Growth Opportunities              02/18/92      22.52%     22.10%     17.12%     NA         13.24%      -0.53%
     With Sales Charge                          17.03%     20.24%     16.05%     NA         12.28%
International Equity Index(3)     04/23/93      14.31%      9.71%       NA       NA         10.43%        NA
     With Sales Charge                           9.18%      7.99%       NA       NA          9.18%
Asset Allocation                  04/02/93      19.85%     16.67%       NA       NA         11.52%       2.80%
     With Sales Charge                          14.46%     14.90%       NA       NA         10.31%
Large Company Growth              01/01/94      32.57%     23.47%       NA       NA         20.39%       0.15%
     With Sales Charge                          26.57%     21.58%       NA       NA         18.74%
Gulf South Growth                 07/01/91      13.52%     15.36%     14.99%     NA         16.00%      -0.55%
     With Sales Charge                           8.38%     13.60%     13.93%     NA         15.11%
Value Growth                      12/29/89      31.53%     22.80%     17.15%     NA         16.04%       0.54%
     With Sales Charge                          25.61%     20.92%     16.06%     NA         15.33%
</TABLE>


                                       71

<PAGE>
THE ONE GROUP INVESTOR FUNDS
<TABLE>
<CAPTION>

                                                   AVERAGE ANNUAL TOTAL RETURN AS OF 6/30/97


                                 INCEPTION                                                LIFE OF     30-DAY SEC
                                    DATE       1 YEAR     3 YEAR     5 YEAR   10 YEAR       FUND         YIELD

<S>                              <C>           <C>        <C>        <C>      <C>         <C>         <C>
Investor Conservative Growth       12/10/96       NA         NA         NA       NA        5.46%          NA
     With Sales Charge                                                                     0.72%
Investor Balanced                  12/10/96       NA         NA         NA       NA        8.41%          NA
     With Sales Charge                                                                     3.53%
Investor Growth & Income           12/10/96       NA         NA         NA       NA       11.50%          NA
     With Sales Charge                                                                     6.48%
Investor Growth                    12/10/96       NA         NA         NA       NA       12.84%          NA
     With Sales Charge                                                                     7.76%
</TABLE>


                                 CLASS B SHARES


FIXED INCOME FUNDS
<TABLE>
<CAPTION>

                                                   AVERAGE ANNUAL TOTAL RETURN AS OF 6/30/97


                                 INCEPTION                                                LIFE OF     30-DAY SEC
                                    DATE       1 YEAR     3 YEAR     5 YEAR   10 YEAR       FUND         YIELD

<S>                              <C>           <C>        <C>        <C>      <C>         <C>         <C>
Income Bond(2)                    01/14/94      7.15%      7.11%       NA        NA        4.48%         5.79%
     With Sales Charge                          3.15%      6.24%       NA        NA        3.73%
Limited Volatility Bond           01/14/94      5.74%      5.73%       NA        NA        4.39%         5.42%
     With Sales Charge                          2.74%      5.43%       NA        NA        4.14%
Intermediate Tax-Free(2)          01/14/94      6.82%      5.73%       NA        NA        3.56%         3.67%
     With Sales Charge                          2.82%      4.84%       NA        NA        2.78%
Ohio Municipal Bond(2)            01/14/94      6.26%      5.41%       NA        NA        3.44%         3.41%
     With Sales Charge                          2.26%      4.51%       NA        NA        2.66%
Municipal Income(2)               01/14/94      6.55%      5.59%       NA        NA        4.22%         4.30%
     With Sales Charge                          2.55%      4.71%       NA        NA        3.45%
Government Bond                   01/14/94      7.14%      7.04%       NA        NA        4.52%         5.34%
     With Sales Charge                          3.14%      6.18%       NA        NA        3.77%
Ultra Short-Term Income           01/14/94      6.22%      5.21%       NA        NA        4.47%         5.33%
     With Sales Charge                          3.22%      4.91%       NA        NA        4.22%
Intermediate Bond                 11/30/94      6.83%         NA       NA        NA        7.51%         5.44%
     With Sales Charge                          2.83%         NA       NA        NA        6.47%
Kentucky Municipal Bond(2)        03/16/95      5.81%         NA       NA        NA        5.96%         3.44%
     With Sales Charge                          1.81%         NA       NA        NA        4.32%
Louisiana Municipal Bond(2)       09/16/94      5.87%         NA       NA        NA        5.51%         3.26%
     With Sales Charge                          1.87%         NA       NA        NA        4.51%
West Virginia Municipal Bond(1,2) 01/21/97      6.63%      4.99%      4.86%     5.68%      6.46%         3.43%
     With Sales Charge                          2.63%      4.07%      4.69%     5.68%      6.46%
Arizona Municipal Bond(1,2)       01/21/97      4.68%      4.60%      4.61%     5.81%      6.33%         0.00%
     With Sales Charge                          0.68%      3.68%      4.44%     5.81%      6.33%
Treasury & Agency(1)              01/21/97      6.30%      6.62%      5.29%      NA        6.55%         5.36%
     With Sales Charge                          2.30%      5.74%      5.12%      NA        6.55%
</TABLE>


                                       72


<PAGE>
    EQUITY FUNDS
<TABLE>
<CAPTION>

                                                       AVERAGE ANNUAL TOTAL RETURN AS OF 6/30/97


                                     INCEPTION                                                LIFE OF     30-DAY SEC
                                        DATE       1 YEAR     3 YEAR     5 YEAR   10 YEAR       FUND         YIELD

    <S>                              <C>           <C>        <C>        <C>      <C>         <C>         <C>
    Disciplined Value                 01/14/94      19.19%     17.66%     14.45%      NA       13.45%         0.11%
         With Sales Charge                          15.19%     16.94%     13.40%      NA       12.81%
    Income Equity                     01/14/94      29.48%     24.20%     17.55%      NA       19.49%         0.52%
         With Sales Charge                          25.48%     23.56%     16.46%      NA       18.92%
    Equity Index                      01/14/94      32.93%     27.12%     18.98%      NA       21.11%         0.59%
         With Sales Charge                          28.93%     26.50%     17.89%      NA       20.56%
    Large Company Value               01/14/94      25.86%     19.88%     13.72%      NA       15.83%         0.63%
         With Sales Charge                          21.86%     19.19%     12.68%      NA       15.23%
    Growth Opportunities              01/14/94      21.73%     21.22%     17.12%      NA       14.96%        -1.28%
         With Sales Charge                          17.73%     20.54%     16.05%      NA       14.34%
    International Equity Index(3)     01/14/94      13.37%      8.75%       NA        NA        8.54%           NA
         With Sales Charge                           9.37%      7.90%       NA        NA        7.84%
    Asset Allocation                  01/14/94      18.90%     15.84%       NA        NA       11.59          2.20%
         With Sales Charge                          14.90%     15.10%       NA        NA       10.93%
    Large Company Growth              01/14/94      31.74%     22.77%       NA        NA       10.23%        -0.58%
         With Sales Charge                          27.74%     22.10%       NA        NA       18.67%
    Gulf South Growth                 09/09/94      12.74%       NA         NA        NA       13.68%        -1.30%
         With Sales Charge                           8.74%       NA         NA        NA       12.83%
    Value Growth                      12/29/89      30.52%       NA         NA        NA       20.65%        -0.16%
         With Sales Charge                          26.52%       NA         NA        NA       19.89%
    </TABLE>


    THE ONE GROUP INVESTOR FUNDS
    <TABLE>
    <CAPTION>

                                                       AVERAGE ANNUAL TOTAL RETURN AS OF 6/30/97


                                     INCEPTION                                                LIFE OF     30-DAY SEC
                                        DATE       1 YEAR     3 YEAR     5 YEAR   10 YEAR       FUND         YIELD

    <S>                              <C>           <C>        <C>        <C>      <C>         <C>         <C>
    Investor Conservative Growth                                                                 5.30%
         With Sales Charge             12/10/96       NA         NA         NA       NA          0.30%        NA
    Investor Balanced                                                                            8.22%
         With Sales Charge             12/10/96       NA         NA         NA       NA          3.22%        NA
    Investor Growth & Income                                                                    11.02%
         With Sales Charge             12/10/96       NA         NA         NA       NA          6.02%        NA
    Investor Growth                    12/10/96       NA         NA         NA       NA         13.88%
         With Sales Charge                                                                       8.88%        NA
    </TABLE>


    (1)The quoted performance of these funds ("Mutual Funds") advised by Banc
    One Investment Advisors Corporation includes performance of certain
    collective trust fund ("Commingled") accounts for periods dating back to
    12/31/83 for the West Virginia Municipal Bond Fund, 11/30/79 the Arizona
    Municipal Bond Fund and 4/30/88 for the Treasury & Agency Fund. Prior to the
    Mutual Funds commencement of for operations on 1/21/97, the Commingled
    accounts were adjusted to reflect the expenses associated with the Mutual
    Funds. The Commingled accounts were not registered with the Securities and
    Exchange Commission and, therefore, were not subject to the investment
    restrictions imposed by law on registered mutual funds. If the Commingled
    accounts had been registered, the Commingled accounts' performance may have
    been adversely affected.

    (2)A portion of the income may be subject to the federal alternative minimum
    tax.

    (3)Foreign investing involves a greater degree of risk and volatility.


    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:

                distribution yield = a/(b) x 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, 1997 (calculated as described
above) is as follows:


                                       73

<PAGE>
The above quoted performance for the Arizona Municipal Bond Fund, the West
Virginia Municipal Bond Fund, and the Treasury & Agency Fund, respectively,
includes the performance for the Arizona Municipal Bond Investment Fund, the
West Virginia Municipal Bond Investment Fund and the Treasury Only Government
Based Investment Trust, common trust funds managed by Banc One Advisors
(collectively the "CIFs"). The quoted performance of these Funds include
performance of the corresponding CIFs for periods dating back to December 31,
1983 for the West Virginia Municipal Bond Fund, November 30, 1979 for the
Arizona Municipal Bond Fund and April 30, 1988 for the Treasury & Agency Fund.
Because the management of the Funds is substantially the same as the CIFs, the
quoted performance of the Funds will include the performance of the CIFs for the
periods prior to January 20, 1997, the effectiveness of the Trust's registration
statement as it relates to the Funds. The quoted performance will be adjusted to
reflect the deduction of estimated current fees of the Funds on a class by class
basis absent any waivers. The CIFs were not registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), and therefore were not subject
to certain investment restrictions, limitations, and diversification
requirements that are imposed by the 1940 Act and the Code. If the CIFs had been
so registered, their performance might have been adversely affected.

         In addition, the performance of each class of a 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. Further, the performance of
each class of a Fund may be compared to other funds or to relevant indices that
may calculate total return without reflecting sales charges; in which case, a
Fund may advertise its total return in the same manner. If reflected, sales
charges would reduce these total return calculations.

         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 Shearson 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.

         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 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.


                                       74

<PAGE>
            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 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 August 5, 1997, 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:

                                               PERCENT OF
                                               BENEFICIAL
FUND                                           OWNERSHIP
- ----                                           ----------
Large Company Growth Fund                        91.80%
Disciplined Value Fund                           90.47%
Growth Opportunities Fund                        86.08%
Income Bond Fund                                 91.22%
Intermediate Tax-Free Bond Fund                  97.01%


                                       75

<PAGE>
Prime Money Market Fund                          55.71%
U.S. Treasury Securities Money Market Fund       19.57%
Municipal Money Market Fund                      78.69%
Income Equity Fund                               93.49%
Equity Index Fund                                83.02%
Large Company Value Fund                         90.00%
Ohio Municipal Bond Fund                         91.94%
Limited Volatility Bond Fund                     90.87%
International Equity Index Fund                  92.25%
Asset Allocation Fund                            81.42%
Ohio Municipal Money Market Fund                 68.07%
Municipal Income                                 96.07%
Kentucky Municipal Bond Fund                     97.28%
Government Bond Fund                             91.50%
Ultra Short-Term Income Fund                     85.44%
Louisiana Municipal Bond Fund                    97.60%
Value Growth Fund                                90.05%
Small Capitalization Fund                        94.79%
Intermediate Bond Fund                           91.21%
Arizona Municipal Bond Fund                      91.25%
West Virginia Municipal Bond Fund                98.88%
Investor Growth Fund                             72.86%
Investor Growth & Income Fund                    90.48%
Investor Balanced Fund                           91.79%
Investor Conservative Growth Fund                87.31%
Treasury Only Money Market Fund                  24.60%
Government Money Market Fund                     27.06%
Treasury & Agency Fund                           99.59%


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 other than the
Treasury Only Money Market Fund and the U.S. Treasury Securities Money Market
Fund, under the Investment Company Act of 1940.

In addition, as of August 5, 1997, 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:


                                25% SHAREHOLDERS


<TABLE>
<CAPTION>
NAME AND                                                               PERCENTAGE OF      TYPE OF
ADDRESS                                    FUND/CLASS                  OWNERSHIP          OWNERSHIP
- -------                                    ----------                  ---------          ---------
<S>                                        <C>                         <C>                <C>
Dean Witter Reynolds                       Arizona Municipal           32.61%             Record
FBO Theodore Cesarano                      Bond Fund
4617 E. Bernell Drive                      Class A
Phoenix, AZ 85028-5520

The One Group Services Company             Arizona Municipal           50.00%             Record
Fund Administration                        Bond Fund
3435 Stelzer Road                          Class B
Columbus, Ohio 43219-6004

Dean Witter Funds Processing               Arizona Municipal           50.00%             Record
Account                                    Bond Fund
5 World Trade Center 6th Floor             Class C
New York, NY 10048-0205

Clark & Co.                                Arizona Municipal           98.80%             Record
Database 2-One Group/Cash Mgmt.            Bond Fund
235 W. Schrock Road                        Fiduciary
Westerville, Ohio 43081-2874

Clark & Co.                                Asset Allocation            49.27%             Record
Database 2-Attn: One Group/Cash            Fund
235 W. Schrock Road                        Fiduciary
Westerville, Ohio 43081-2874
</TABLE>


                                       76

<PAGE>
<TABLE>
<CAPTION>
NAME AND                                                               PERCENTAGE OF      TYPE OF
ADDRESS                                    FUND/CLASS                  OWNERSHIP          OWNERSHIP
- -------                                    ----------                  ---------          ---------
<S>                                        <C>                         <C>                <C>
Strafe & Co.                               Asset Allocation            35.74%             Record
Attn: Mutual Funds 0393                    Fund
100 E. Broad Street                        Fiduciary
Columbus, Ohio 43215-3607

Strafe & Co.                               Disciplined Value           53.71%             Record
Attn: Mutual Funds 0393                    Fund
100 E. Broad Street                        Fiduciary
Columbus, Ohio 43215-3607

Clark & Co.                                Disciplined Value           39.18%             Record
Database 2 - Attn: One Group/Cash          Fund
Mgmt                                       Fiduciary
235 W. Schrock Road
Westerville, Ohio 43081-2874

Strafe & Co.                               Equity Index Fund           73.74%             Record
Attn: Mutual Funds 0393                    Fiduciary
100 E. Broad Street
Columbus, Ohio 43215-3607

Banc One Securities Savings Plan           Equity Index Fund           30.25%             Beneficial
235 West Schrock Road                      Fiduciary
Westerville, Ohio 43081-2874

Strafe & Co.                               Government Bond             65.29%             Record
Attn: Mutual Funds 0393                    Fund
100 E. Broad Street                        Fiduciary
Columbus, Ohio 43215-3607

Clark & Co.                                Government Bond             28.33%             Record
Database 2 - Attn: One Group/Cash          Fund
Mgmt                                       Fiduciary
235 W. Schrock Road
Westerville, Ohio 43081-2874

Strafe & Co.                               Government                  32.31%             Record
Bank One Trust Co.                         Money Market Fund
Attn: Mutual Funds
100 E. Broad Street
Columbus, Ohio 43215-3607

Clark & Co.                                Government Money            31.98%             Record
Database 2 - Attn: One Group/Cash          Market Fund
Mgmt
235 W. Schrock Road
Westerville, Ohio 43081-2874

Strafe & Co./Cash Div.                     Growth                      52.20%             Record
Bank One Trust Co.                         Opportunities Fund
Attn: Mutual Funds 0393                    Fiduciary
100 E. Broad Street
Columbus, Ohio 43215-3607

Clark & Co.                                Growth                       36.68%            Record
Database 2 - Attn: One Group/Cash          Opportunities Fund
Mgmt.                                      Fiduciary
235 W. Schrock Road
Westerville, Ohio 43081-2874

Strafe & Co.                               Gulf South Growth           88.56%             Record
Attn: Mutual Funds 0393                    Fund
100 E. Broad Street                        Fiduciary
Columbus, Ohio 43215-3607
</TABLE>


                                       77

<PAGE>
<TABLE>
<CAPTION>
NAME AND                                                               PERCENTAGE OF      TYPE OF
ADDRESS                                    FUND/CLASS                  OWNERSHIP          OWNERSHIP
- -------                                    ----------                  ---------          ---------
<S>                                        <C>                         <C>                <C>
Strafe & Co.                               Income Bond Fund            63.14%             Record
Bank One Trust Co.                         Fiduciary
Attn: Mutual Funds
100 E. Broad Street
Columbus, Ohio 43215-3607

Clark & Co.                                Income Bond Fund            30.24%             Record
Database 2 - Attn: One Group/Cash          Fiduciary
Mgmt
235 W. Schrock Road
Westerville, Ohio 43081-2874

Strafe & Co.                               Income Equity Fund          57.28%             Record
Attn: Mutual Funds 0393                    Fiduciary
100 E. Broad Street
Columbus, Ohio 43215-3607

Clark & Co.                                Income Equity Fund          37.34%             Record
Database 2 - Attn: One Group/Cash          Fiduciary
Mgmt
235 W. Schrock Road
Westerville, Ohio 43081-2874

Clark & Co.                                Intermediate Bond           46.65%             Record
Database 2 - Attn: One Group/Cash          Fund
Mgmt                                       Fiduciary
235 W. Schrock Road
Westerville, Ohio 43081-2874

Strafe & Co.                               Intermediate Bond           48.26%             Record
Attn: Mutual Funds 0393                    Fund
100 E. Broad Street                        Fiduciary
Columbus, OH 43215-3607

Clark & Co.                                Intermediate Tax-           53.50%             Record
Database 2-Attn: One Group/Cash            Free Bond Fund
235 W. Schrock Road                        Fiduciary
Westerville, Ohio 43081-2874

Strafe & Co.                               Intermediate Tax-           46.10%             Record
Attn: Mutual Funds 0393                    Free Bond Fund
100 E. Broad Street                        Fiduciary
Columbus, Ohio 43215-3607

Strafe & Co.                               International Equity        59.57%             Record
Attn: Mutual Funds 0393                    Index Fund
100 E. Broad Street                        Fiduciary
Columbus, Ohio 43215-3607

Clark & Co.                                International Equity        34.75%             Record
Database 2 - Attn: One Group/Cash          Index Fund
Mgmt                                       Fiduciary
235 W. Schrock Road
Westerville, Ohio 43081-2874
</TABLE>


                                       78

<PAGE>
<TABLE>
<CAPTION>
NAME AND                                                               PERCENTAGE OF      TYPE OF
ADDRESS                                    FUND/CLASS                  OWNERSHIP          OWNERSHIP
- -------                                    ----------                  ---------          ---------
<S>                                        <C>                         <C>                <C>
Dean Witter FBO David H Behm &             Investor Balanced           39.79%             Record
Christine A Behm JT TEN                    Class C
Church St Station - P.O. Box 250
New York, NY 10277

Dean Witter FBO Alexis B Newell            Investor Balanced           34.55%             Record
7812 Meadow Park Drive #228                Class C
Church St Station - P.O. Box 250
New York, NY 10013-0250

Strafe & Co.                               Investor Balanced           57.80%             Record
Bank One Trust Co.                         Fund
Attn: Mutual Funds                         Fiduciary
100 E. Broad Street
Columbus, OH 43215-3607

Clark & Co.                                Investor Balanced           36.70%             Record
Database 2-Attn: One Group/Cash            Fund
235 W. Schrock Road                        Fiduciary
Westerville, OH 43081-2874

Dean Witter FBO Ninfa D Cayayan            Investor Growth             27.59%             Record
MD PFT SHR PL                              Class C
Ninfa A Cayayan MD TTEE
Church St Station - P.O. Box 250
New York, NY 10277

Strafe & Co.                               Investor Growth             60.29%             Record
Bank One Trust Co.                         Fund
Attn: Mutual Funds                         Fiduciary
100 E. Broad Street
Columbus, Ohio 43215-3607

Clark & Co.                                Investor Growth             28.88%             Record
Database 2-Attn: One Group/Cash            Fund
235 W. Schrock Road                        Fiduciary
Westerville, Ohio 43081-2874

Dean Witter Reynolds Cust For              Investor Growth &           59.70%             Record
Merle E Clucas                             Income Fund
IRA Rollover/SEP DTD 05/06/97              Class C
Church St Station - P.O. Box 250
New York, NY 10277

Strafe & Co.                               Investor Growth &           76.30%             Record
Bank One Trust Co.                         Income Fund
Attn: Mutual Funds                         Fiduciary
100 E. Broad Street
Columbus, Ohio 43215-3607

Revco D.S., Inc. SERP-Trust A              Investor Growth &           28.52%             Beneficial
Strafe & Co.                               Income Fund
100 E. Broad Street                        Fiduciary
Columbus, Ohio 43215-3607

Strafe & Co.                               Kentucky Municipal          99.22%             Record
Attn: Mutual Funds 0393                    Bond Fund
100 E. Broad Street                        Fiduciary
Columbus, Ohio 43215-3607

Strafe & Co.                               Large Company               60.13%             Record
Attn: Mutual Funds 0393                    Growth Fund
100 E. Broad Street                        Fiduciary
Columbus, Ohio 43215-3607
</TABLE>


                                       79


<PAGE>
<TABLE>
<CAPTION>
NAME AND                                                               PERCENTAGE OF      TYPE OF
ADDRESS                                    FUND/CLASS                  OWNERSHIP          OWNERSHIP
- -------                                    ----------                  ---------          ---------
<S>                                        <C>                         <C>                <C>
Clark & Co.                                Large Company               33.74%             Record
Database 2 - Attn: One Group/Cash          Growth Fund
Mgmt                                       Fiduciary
235 W. Schrock Road
Westerville, Ohio 43081-2874

Strafe & Co.                               Large Company               66.40%             Record
Attn: Mutual Funds 0393                    Value Fund
100 E. Broad Street                        Fiduciary
Columbus, Ohio 43215-3607

Clark & Co.                                Large Company               25.64%             Record
Database 2 - Attn: One Group/Cash          Value Fund
Mgmt                                       Fiduciary
235 W. Schrock Road
Westerville, Ohio 43081-2874

Strafe & Co.                               Limited Volatility          58.45%             Record
Attn: Mutual Funds 0393                    Bond Fund
100 E. Broad Street                        Fiduciary
Columbus, Ohio 43215-3607

Clark & Co.                                Limited Volatility          35.68%             Record
Database 2 - Attn: One Group/Cash          Bond Fund
235 W. Schrock Road                        Fiduciary
Westerville, Ohio 43081-2874

Strafe & Co.                               Louisiana Municipal         99.74%             Record
Attn: Mutual Funds 0393                    Bond Fund
100 E. Broad Street                        Fiduciary
Columbus, Ohio 43215-3607

Clark & Co.                                Municipal Income            49.81%             Record
Database 2-Attn: One Group/Cash            Fund
235 W. Schrock Road                        Fiduciary
Westerville, Ohio 43081-2874

Strafe & Co.                               Municipal Income            48.70%             Record
Attn: Mutual Funds 0393                    Fund
100 E. Broad Street                        Fiduciary
Columbus, Ohio 43215-3607

BISYS Fund Services, Inc.                  Municipal Money             35.79%             Record
FBO Bank One Corporate Sweep               Market Fund
Attn: Linda Zerbe                          Class A
First and Market Building Suite 300
Pittsburgh, PA 15222

Strafe & Co. (D)                           Municipal Money             57.60%             Record
Bank One Ohio Trust Co., NA                Market Fund
Department 0393 S.T.I.F                    Fiduciary
Columbus, Ohio 43271

Clark & Co.                                Municipal Money             38.87%             Record
Database 2 - Attn: One Group/Cash          Market Fund
Mgmt                                       Fiduciary
235 W. Schrock Road
Westerville, Ohio 43081-2874

Strafe & Co.                               Ohio Municipal              98.69%             Record
Attn: Mutual Funds 0393                    Bond Fund
100 E. Broad Street                        Fiduciary
Columbus, Ohio 43215-3607
</TABLE>


                                       80

<PAGE>
<TABLE>
<CAPTION>
NAME AND                                                              PERCENTAGE OF        TYPE OF
ADDRESS                                    FUND/CLASS                 OWNERSHIP            OWNERSHIP
- -------                                    ----------                 ---------            ---------
<S>                                        <C>                        <C>                  <C>
Strafe & Co.                               Ohio Municipal             94.35%               Record
Bank One Trust Co.                         Money Market Fund
Attn: Mutual Funds                         Fiduciary
100 E. Broad Street
Columbus, Ohio 43215-3607

Strafe & Co.                               Prime Money                57.44%               Record
Bank One Ohio Trust Co., NA                Market Fund
Department 0393 S.T.I.F.                   Fiduciary
Columbus, Ohio 43271

Clark & Co.                                Prime Money                33.23%               Record
Database 2 - Attn: One Group/Cash          Market Fund
Mgmt                                       Fiduciary
235 W. Schrock Road
Westerville, Ohio 43081-2874

Dean Witter FBO City of                    Treasury & Agency          83.57%               Record
Montgomery                                 Fund
10101 Montgomery Road                      Class A
Church St Station - P.O. Box 250
New York, NY 10013-0250

Dean Witter FBO Helen D Johnson            Treasury & Agency          31.02%               Record
Rt 2 Box 118                               Fund
Church St Station- P.O. Box 250            Class B
New York, NY 10277-0001

Strafe & Co.                               Treasury & Agency          94.57%               Record
Attn: Mutual Funds 0393                    Fund
100 E. Broad Street                        Fiduciary
Columbus, Ohio 43215-3607

Strafe & Co.                               Treasury Only              57.02%               Record
Bank One Trust Co.                         Money Market Fund
Attn: Mutual Funds
100 E. Broad Street
Columbus, Ohio 43215-3607

BISYS Fund Services, Inc.                  U.S. Treasury              39.89%               Record
FBO Bank One Corporate Sweep               Securities Money
Attn: Linda Zerbe                          Market
First and Market Bldg., Ste. 300           Class A
Pittsburgh, PA 15222

State Street Bank & Trust Co.              U.S. Treasury              47.03%               Record
Cust for the IRA of                        Securities
Edward Hillman III                         Money Market
121 S. Walnut Street                       Class B
Troy, OH 45373-3530

Strafe & Co. (N)                           U.S. Treasury              56.05%               Record
Bank One Ohio Trust Co., NA                Securities
Department 0393 S.T.I.F.                   Money Market
Columbus, Ohio 43271                       Fiduciary

Dean Witter for the Benefit of             Ultra Short-Term           25.34%               Record
St. Joseph Hospital                        Income Fund
Attn: Rick West                            Class A
5 World Trade Center, 6th Floor
New York, NY 10048-0205

Strafe & Co.                               Ultra Short-Term           54.55%               Record
Attn: Mutual Funds 0393                    Income Fund
100 E. Broad Street                        Fiduciary
Columbus, Ohio 43215-3607
</TABLE>


                                       81

<PAGE>
<TABLE>
<CAPTION>
NAME AND                                                               PERCENTAGE OF      TYPE OF
ADDRESS                                    FUND/CLASS                  OWNERSHIP          OWNERSHIP
- -------                                    ----------                  ---------          ---------
<S>                                        <C>                         <C>                <C>
Clark & Co.                                Ultra Short-Term            40.93%             Record
Database 2 - Attn: One Group/Cash          Income Fund
Mgmt                                       Fiduciary
235 W. Schrock Road
Westerville, Ohio 43081-2874

Strafe & Co.                               Value Growth Fund           68.56%             Record
Attn: Mutual Funds 0393                    Fiduciary
100 E. Broad Street
Columbus, Ohio 43215-3607

Dean Witter for the Benefit of             West Virginia               61.58%             Record
Stephen A. Lewis                           Municipal Bond
3720 Noves Ave.                            Fund
5 World Trade Center 6th Floor             Class A
New York, NY 10048-0205

Strafe & Co.                               West Virginia               98.70%             Record
Attn: Mutual Funds 0393                    Municipal Bond
100 E. Broad Street                        Fund
Columbus, OH 43215-3607                    Fiduciary
</TABLE>


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.


                                 5% SHAREHOLDERS

<TABLE>
<CAPTION>
NAME AND                                                               PERCENTAGE OF      TYPE OF
ADDRESS                                    FUND/CLASS                  OWNERSHIP          OWNERSHIP
- -------                                    ----------                  ---------          ---------
<S>                                        <C>                         <C>                <C>
Dean Witter for the Benefit of             Kentucky                    11.54%             Record
Roger J. Shott and                         Municipal
Diane J. Shott JT TEN                      Bond Fund
P.O. Box 23403                             Class A
Anchorage, KY 40223-0403

Yong K. Liu                                Kentucky                    5.82%              Record
Rui Bo Liu JT WROS                         Municipal
6304 Shadow Wood Drive                     Bond Fund
Prospect, KY 40059-9626                    Class A

Dean Witter for the Benefit of             Kentucky                    7.75%              Record
Floyd Logan                                Municipal
201 Country Ln.                            Bond Fund
Frankfort, KY 40601-3841                   Class B

Dean Witter FBO Vivian S Lucas             Kentucky                    7.55%              Record
787 Robin Road                             Municipal
5 World Trade Center 6th Floor             Bond Fund
New York, NY 10048-0205                    Class B

Strafe & Co.                               Kentucky                    99.22%             Record
Attn: Mutual Funds 0393                    Municipal
100 E. Broad Street                        Bond Fund
Westerville, Ohio 43215-3607               Fiduciary

Strafe & Co.                               Large Company               60.13%             Record
Attn: Mutual Funds 0393                    Growth Fund
100 E. Broad Street                        Fiduciary
Columbus, Ohio 43215-3607
</TABLE>


                                       82

<PAGE>
                                 5% SHAREHOLDERS

<TABLE>
<CAPTION>

NAME AND                                                                               PERCENTAGE OF        TYPE OF
ADDRESS                                                     FUND/CLASS                 OWNERSHIP            OWNERSHIP
- -------                                                     ----------                 ---------            ---------
<S>                                                         <C>                        <C>                  <C>
Clark & Co.                                                 Large Company              33.74%               Record
Database 2 - Attn: One Group/Cash Mgmt                      Growth Fund
235 W. Schrock Road                                         Fiduciary
Westerville, Ohio 43081-2874

Banc One Corporation                                        Large Company              11.11%               Beneficial
235 West Schrock Road                                       Growth Fund
Westerville, Ohio 43081-2874                                Fiduciary

Banc One Securities Savings Plan                            Large Company              9.31%                Beneficial
235 West Schrock Road                                       Growth Fund
Westerville, Ohio 43081-2874                                Fiduciary

Strafe & Co.                                                Disciplined Value          53.71%               Record
Attn: Mutual Funds 0393                                     Fund
100 E. Broad Street                                         Fiduciary
Columbus, Ohio 43215-3607

Clark & Co.                                                 Disciplined Value          39.18%               Record
Database 2 - Attn: One Group/Cash Mgmt                      Fund
235 W. Schrock Road                                         Fiduciary
Westerville, Ohio 43081-2874

Banc One Corporation                                        Disciplined Value          14.92%               Beneficial
235 West Schrock Road                                       Fund
Westerville, Ohio 43081-2874                                Fiduciary

Strafe & Co.                                                Gulf South Growth          88.56%               Record
Attn: Mutual Funds 0393                                     Fund
100 E. Broad Street                                         Fiduciary
Columbus, Ohio 43215-3607

Premier Bancorp Retirement Plan                             Gulf South Growth          7.12%                Beneficial
P.O. Box 91210                                              Fund
Baton Rouge, LA 70821                                       Fiduciary

Strafe & Co./Cash Div.                                      Growth                     52.20%               Record
Bank One Trust Co.                                          Opportunities Fund
Attn: Mutual Funds 0393                                     Fiduciary
100 E. Broad Street
Columbus, Ohio 43215-3607

Clark & Co.                                                 Growth                      36.68%              Record
Database 2 - Attn: One Group/Cash Mgmt.                     Opportunities Fund
235 W. Schrock Road                                         Fiduciary
Westerville, Ohio 43081-2874

Banc One Corporation                                        Growth                     10.53%               Beneficial
235 West Schrock Road                                       Opportunities Fund
Westerville, Ohio 43081-2874                                Fiduciary

Strafe & Co.                                                Value Growth               68.56%               Record
Attn: Mutual Funds 0393                                     Fund
100 E. Broad Street                                         Fiduciary
Columbus, Ohio 43215-3607

Clark & Co.                                                 Value Growth               23.70%               Record
Database 2-One Group/Cash Mgmt.                             Fund
235 W. Schrock Road                                         Fiduciary
Westerville, Ohio 43081-2874
</TABLE>


                                       83

<PAGE>
                                 5% SHAREHOLDERS

<TABLE>
<CAPTION>

NAME AND                                                                               PERCENTAGE OF        TYPE OF
ADDRESS                                                     FUND/CLASS                 OWNERSHIP            OWNERSHIP
- -------                                                     ----------                 ---------            ---------
<S>                                                         <C>                        <C>                  <C>
Dean Witter for the Benefit of                              Income Bond Fund           8.74%                Record
Alpert Corp. Money Purchase Plan                            Class A
Steven Kurtz TTEE
5 World Trade Center, 6th Floor
New York, NY 10048-0205

Dean Witter for the Benefit of                              Income Bond Fund           6.57%                Record
Signalsoft Corp.                                            Class A
2045 Broadway
5 World Trade Center, 6th Floor
New York, NY 10048-0205

Strafe & Co.                                                Income Bond Fund           63.14%               Record
Bank One Trust Co.                                          Fiduciary
Attn: Mutual Funds
100 E. Broad Street
Columbus, Ohio 43215-3607

Clark & Co.                                                 Income Bond Fund           30.24%               Record
Database 2 - Attn: One Group/Cash Mgmt                      Fiduciary
235 W. Schrock Road
Westerville, Ohio 43081-2874

Banc One Securities Savings Plan                            Income Bond Fund           5.45%                Beneficial
235 West Schrock Road                                       Fiduciary
Westerville, Ohio 43081-2874

Strafe & Co.                                                Louisiana                  99.74%               Record
Attn: Mutual Funds 0393                                     Municipal Bond
100 E. Broad Street                                         Fund
Columbus, Ohio 43215-3607                                   Fiduciary

Strafe & Co.                                                International              59.57%               Record
Attn: Mutual Funds 0393                                     Equity Index Fund
100 E. Broad Street                                         Fiduciary
Columbus, Ohio 43215-3607

Clark & Co.                                                 International              34.75%               Record
Database 2 - Attn: One Group/Cash Mgmt                      Equity Index Fund
235 W. Schrock Road                                         Fiduciary
Westerville, Ohio 43081-2874

Banc One Corporation                                        International              17.10%               Beneficial
235 West Schrock Road                                       Equity
Westerville, Ohio 43081-2874                                Index Fund
                                                            Fiduciary

Strafe & Co.                                                Equity Index               6.45%                Beneficial
Indianapolis Power & Light Co.                              Fund
Attn: Mutual Funds 0393                                     Fiduciary
100 E. Broad Street
Columbus, Ohio 43215-3607

Dean Witter FBO Emma Lou Lancaster                          Intermediate Tax-          13.47%               Record
Box 354                                                     Free Bond Fund
Frisco, TX 75034-0354                                       Class A

J. Noland Singletary                                        Intermediate Tax-          10.68%               Record
7350 Bocage Blvd.                                           Free Bond Fund
Baton Rouge, LA 70809-1138                                  Class A
</TABLE>


                                       84

<PAGE>
                                 5% SHAREHOLDERS

<TABLE>
<CAPTION>

NAME AND                                                                               PERCENTAGE OF        TYPE OF
ADDRESS                                                     FUND/CLASS                 OWNERSHIP            OWNERSHIP
- -------                                                     ----------                 ---------            ---------
<S>                                                         <C>                        <C>                  <C>
Dean Witter FBO The Rose Family Living                      Intermediate Tax-          5.56%                Record
Trust - Stephen Rose TTEE                                   Free Bond Fund
Church St Station - P.O. Box 250                            Class B
New York, NY 10277

Dean Witter FBO Katherine Poe                               Intermediate Tax-          5.31%                Record
606 River Lane                                              Free Bond Fund
5 World Trade Center, 6th Floor                             Class B
New York, NY 10048-0205

Clark & Co.                                                 Intermediate Tax-          53.50%               Record
Database 2-Attn: One Group/Cash                             Free Bond Fund
235 W. Schrock Road                                         Fiduciary
Westerville, Ohio 43081-2874

Strafe & Co.                                                Intermediate Tax-          46.10%               Record
Attn: Mutual Funds 0393                                     Free Bond Fund
100 E. Broad Street                                         Fiduciary
Columbus, Ohio 43215-3607

Wallace & Co.                                               Limited Volatility         5.50%                Record
P.O. Box 21119                                              Bond Fund
Shreveport, LA 71152-0001                                   Class A

Strafe & Co.                                                Limited Volatility         58.45%               Record
Attn: Mutual Funds 0393                                     Bond Fund
100 E. Broad Street                                         Fiduciary
Columbus, Ohio 43215-3607

Clark & Co.                                                 Limited Volatility         35.68%               Record
Database 2 - Attn: One Group/Cash                           Bond Fund
235 W. Schrock Road                                         Fiduciary
Westerville, Ohio 43081-2874

BISYS Fund Services, Inc.                                   Prime Money                22.64%               Record
FBO Bank One Corporate Sweep                                Market
Attn: Linda Zerbe                                           Fund
First & Market Building Suite 300                           Class A
Pittsburgh, PA 15222

State Street Bank & Trust Co.                               Prime Money                11.18%               Record
Cust for the IRA of                                         Market
Edward Hillman III                                          Fund
121 S. Walnut Street                                        Class B
Troy, OH 45373-3530

Dean Witter for the Benefit of                              Prime Money                10.64%               Record
Ronald L. Bottoms                                           Market
4106 Garland Avenue                                         Fund
5 World Trade Center, 6th Floor                             Class B
New York, NY 10048-0205

State Street Bank & Trust Co                                Prime Money                9.68%                Record
Cust for the Rollover IRA of                                Market Fund
 Ronald F Aebly                                             Class B
3625 Mountain Drive
Brookfield, WI 53045-1409
</TABLE>



                                       85

<PAGE>
                                 5% SHAREHOLDERS

<TABLE>
<CAPTION>

NAME AND                                                                               PERCENTAGE OF        TYPE OF
ADDRESS                                                     FUND/CLASS                 OWNERSHIP            OWNERSHIP
- -------                                                     ----------                 ---------            ---------
<S>                                                         <C>                        <C>                  <C>
State Street Bank & Trust Co.                               Prime Money                7.41%                Record
Cust for the Rollover IRA of                                Market Fund
Kenneth S. Leighton                                         Class B
10423 W. Reade Avenue
Glendale, AZ 85307-4225

State Street Bank & Trust Co.                               Prime Money                6.48%                Record
Cust for the IRA of Richard Miller                          Market Fund
3929 Tanglewilde Street                                     Class B
Houston, TX 77063-5170

State Street Bank & Trust Co                                Prime Money                6.30%                Record
Cust for the IRA of Mary Rita Pike                          Market Fund
9301 Watterson Trail                                        Class B
Louisville, KY 40299-3409

State Street Bank & Trust Co                                Prime Money                5.07%                Record
Cust for the IRA of Lee V McNulty                           Market Fund
9725 E Pershing Ave                                         Class B
Scottsdale, AZ 85260-4440

State Street Bank & Trust Co                                Prime Money                5.01%                Record
Cust for the Rollover IRA of                                Market Fund
Dorothy L Satchel                                           Class B
4319 Brandemere Way Street
Houston, TX 77066-3616

Strafe & Co.                                                Prime Money                57.44%               Record
Bank One Ohio Trust Co., NA                                 Market Fund
Department 0393 S.T.I.F.                                    Fiduciary
Columbus, Ohio 43271

Clark & Co.                                                 Prime Money                33.23%               Record
Database 2 - Attn: One Group/Cash Mgmt                      Market Fund
235 W. Schrock Road                                         Fiduciary
Westerville, Ohio 43081-2874

Bank One Trust Company NA                                   Prime Money                7.13%                Record
Omnibus - Corporate Cash Sweep Acct.                        Market Fund
Attn: Cash Management DB3                                   Fiduciary
235 W Schrock Road
Westerville, Ohio 43081-2874

Dean Witter for the Benefit of                              Ohio Municipal             7.54%                Record
James E. Sauls and                                          Bond Fund
Vivian R. Sauls JT TN                                       Class A
519 Chapel Road
Amelia, Ohio 45102-9738

Strafe & Co.                                                Ohio Municipal             98.69%               Record
Attn: Mutual Funds 0393                                     Bond
100 E. Broad Street                                         Fund
Columbus, Ohio 43215-3607                                   Fiduciary

NES Group, Inc.                                             Ohio Municipal             7.64%                Beneficial
Corp. Invest Account                                        Bond Fund
Strafe & Co.                                                Fiduciary
100 E. Broad Street
Columbus, Ohio 43215-3607

BISYS Fund Services, Inc.                                   U.S. Treasury              39.89%               Record
FBO Bank One Corporate Sweep                                Securities Money
Attn: Linda Zerbe                                           Market
First and Market Bldg., Ste. 300                            Class A
Pittsburgh, PA 15222
</TABLE>


                                       86

<PAGE>
                                 5% SHAREHOLDERS

<TABLE>
<CAPTION>

NAME AND                                                                               PERCENTAGE OF        TYPE OF
ADDRESS                                                     FUND/CLASS                 OWNERSHIP            OWNERSHIP
- -------                                                     ----------                 ---------            ---------
<S>                                                         <C>                        <C>                  <C>
BISYS Fund Services Pittsburgh                              U.S. Treasury              16.12%               Record
FBO Bank One TX Sweep Customers                             Securities Money
Attn: Linda Zerbe                                           Market
First and Market Bldg., Ste. 300                            Class A
Pittsburgh, PA 15222

State Street Bank & Trust Co.                               U.S. Treasury              47.03%               Record
Cust for the IRA of                                         Securities
Edward Hillman III                                          Money Market
121 S. Walnut Street                                        Class B
Troy, OH 45373-3530

State Street Bank & Trust Co.                               U.S. Treasury              19.12%               Record
Cust for the Rollover IRA of                                Securities
Corrine R. Berg                                             Money Market
1020 E. Northern Ave.                                       Class B
Phoenix, AZ 85020-4118

State Street Bank & Trust Co                                U.S. Treasury              15.13%               Record
Cust for the IRA of                                         Securities
Joe D Bolding                                               Money Market
803 Holly Circle                                            Class B
Allen, TX 75002-5216

State Street Bank & Trust Co.                               U.S. Treasury              7.51%                Record
Cust for the IRA of                                         Securities
Deborah K Ludwick                                           Money Market
9508 Cedar Creek Road                                       Class B
Louisville, KY 40228-1905

State Street Bank & Trust Co.                               U.S. Treasury              5.84%                Record
Cust for the Rollover IRA of                                Securities Money
Glenda B. Osborn                                            Market Fund
25 Forest Drive                                             Class B
Jeffersonville, IN 47130-6864

Strafe & Co. (N)                                            U.S. Treasury              56.05%               Record
Bank One Ohio Trust Co., NA                                 Securities
Department 0393 S.T.I.F.                                    Money Market
Columbus, Ohio 43271                                        Fiduciary

Bank One Trust Company NA                                   U.S. Treasury              22.08%               Record
Omnibus-Corporate Cash Sweep Acct.                          Securities Money
Attn: Cash Management DB3                                   Market
235 W. Schrock Road                                         Fiduciary
Westerville, Ohio 43081-2874

Clark & Co.                                                 U.S. Treasury              21.12%               Record
Database 2 - Attn: One Group/Cash Mgmt                      Securities
235 W. Schrock Road                                         Money Market
Westerville, Ohio 43081-2874                                Fiduciary

Bank One TTEE                                               Large Company              6.50%                Record
Harrison Holding Corp. 401k                                 Value Fund
BISYS Qualified Plan Services                               Class A
Springhouse Corp. Center II-Invest A/C
323 Norristown Road  Attn: S. Loch
Amber, PA 19002-2756

Strafe & Co.                                                Large Company              66.40%               Record
Attn: Mutual Funds 0393                                     Value Fund
100 E. Broad Street                                         Fiduciary
Columbus, Ohio 43215-3607
</TABLE>


                                       87

<PAGE>
                                 5% SHAREHOLDERS

<TABLE>
<CAPTION>

NAME AND                                                                               PERCENTAGE OF        TYPE OF
ADDRESS                                                     FUND/CLASS                 OWNERSHIP            OWNERSHIP
- -------                                                     ----------                 ---------            ---------
<S>                                                         <C>                        <C>                  <C>
Clark & Co.                                                 Large Company              25.64%               Record
Database 2 - Attn: One Group/Cash Mgmt                      Value Fund
235 W. Schrock Road                                         Fiduciary
Westerville, Ohio 43081-2874

Banc One Corporation                                        Large Company              22.85%               Beneficial
235 West Schrock Road                                       Value Fund
Westerville, Ohio 43081-2874                                Fiduciary

                                                            Municipal Money            35.79%               Record
BISYS Fund Services, Inc.                                   Market Fund
FBO Bank One Corporate Sweep                                Class A
Attn: Linda Zerbe
First & Market Building Suite 300
Pittsburgh, PA 15222

                                                            Municipal Money            6.73%                Record
Kitty Hawk Group, Inc.                                      Market Fund
Attn: Rick Wadsworth                                        Class A
P.O. Box 612787
DFW Airport, TX 75261-2787

Robert Weitz                                                Municipal Money            5.28%                Record
Elsie Weitz                                                 Market Fund
402 Keystone Loop                                           Class A
Houma, LA 70360-6009

Strafe & Co. (D)                                            Municipal Money            57.60%               Record
Bank One Ohio Trust Co., NA                                 Market Fund
Department 0393 S.T.I.F                                     Fiduciary
Columbus, Ohio 43271

Clark & Co.                                                 Municipal Money            38.87%               Record
Database 2 - Attn: One Group/Cash Mgmt                      Market Fund
235 W. Schrock Road                                         Fiduciary
Westerville, Ohio 43081-2874

Banc One Securities Corp FBO                                Equity Index Fund          9.92%                Record
The One Investment Solution                                 Class A
733 Greencrest Dr.
Westerville, Ohio 43081-4903

Strafe & Co.                                                Equity Index Fund          73.74%               Record
Attn: Mutual Funds 0393                                     Fiduciary
100 E. Broad Street
Columbus, Ohio 43215-3607

Banc One Securities Savings Plan                            Equity Index Fund          30.25%               Beneficial
235 West Schrock Road                                       Fiduciary
Westerville, Ohio 43081-2874

Clark & Co.                                                 Equity Index Fund          13.53%               Record
Database 2 - Attn: One Group/Cash Mgmt                      Fiduciary
235 W. Schrock Road
Westerville, Ohio 43081-2874

NCR Benefit Acct - Trust #1                                 Equity Index Fund          5.60%                Beneficial
Strafe & Co.                                                Fiduciary
100 E. Broad Street
Columbus, Ohio 43215-3607

Strafe & Co.                                                Income Equity              57.28%               Record
Attn: Mutual Funds 0393                                     Fund
100 E. Broad Street                                         Fiduciary
Columbus, Ohio 43215-3607
</TABLE>


                                       88

<PAGE>
                                 5% SHAREHOLDERS

<TABLE>
<CAPTION>

NAME AND                                                                               PERCENTAGE OF        TYPE OF
ADDRESS                                                     FUND/CLASS                 OWNERSHIP            OWNERSHIP
- -------                                                     ----------                 ---------            ---------
<S>                                                         <C>                        <C>                  <C>
Clark & Co.                                                 Income Equity              37.34%               Record
Database 2 - Attn: One Group/Cash Mgmt                      Fund
235 W. Schrock Road                                         Fiduciary
Westerville, Ohio 43081-2874

Strafe & Co.                                                Government Bond            65.29%               Record
Attn: Mutual Funds 0393                                     Fund
100 E. Broad Street                                         Fiduciary
Columbus, Ohio 43215-3607

Clark & Co.                                                 Government Bond            28.33%               Record
Database 2 - Attn: One Group/Cash Mgmt                      Fund
235 W. Schrock Road                                         Fiduciary
Westerville, Ohio 43081-2874

Clark & Co.                                                 Asset Allocation           49.27%               Record
Database 2-Attn: One Group/Cash                             Fund
235 W. Schrock Road                                         Fiduciary
Westerville, Ohio 43081-2874

Strafe & Co.                                                Asset Allocation           35.74%               Record
Attn: Mutual Funds 0393                                     Fund
100 E. Broad Street                                         Fiduciary
Columbus, Ohio 43215-3607

Strafe & Co.                                                Asset Allocation           5.83%                Beneficial
Attn: Mutual Funds 0393                                     Fund
100 E. Broad Street                                         Fiduciary
Columbus, Ohio 43215-3607

Banc One Securities Corp.                                   Intermediate Bond          24.95%               Record
FBO The One Investment Solution                             Fund
733 Greencrest Drive                                        Class A
Westerville, Ohio 43081-4903

Clark & Co.                                                 Intermediate Bond          46.65%               Record
Database 2 - Attn: One Group/Cash Mgmt                      Fund
235 W. Schrock Road                                         Fiduciary
Westerville, Ohio 43081-2874

Strafe & Co.                                                Intermediate Bond          48.26%               Record
Attn: Mutual Funds 0393                                     Fund
100 E. Broad Street                                         Fiduciary
Columbus, OH 43215-3607

Dean Witter for the Benefit of                              Ultra Short-Term           25.34%               Record
St. Joseph Hospital                                         Income Fund
Attn: Rick West                                             Class A
5 World Trade Center, 6th Floor
New York, NY 10048-0205

Dean Witter FBO Bank One Collateral Acct                    Ultra Short- Term          11.30%               Record
FBO Thermex Energy Corporation                              Income Fund
Church St Station - P.O. Box 250                            Class A
New York, NY 10277

Dean Witter for the Benefit of
Thermex Energy Corporation                                  Ultra Short-Term           7.63%                Record
P.O. Box 701746                                             Income Fund
5 World Trade Center, 6th Floor                             Class A
New York, NY 10048-0205
</TABLE>


                                       89

<PAGE>
                                 5% SHAREHOLDERS

<TABLE>
<CAPTION>

NAME AND                                                                               PERCENTAGE OF        TYPE OF
ADDRESS                                                     FUND/CLASS                 OWNERSHIP            OWNERSHIP
- -------                                                     ----------                 ---------            ---------
<S>                                                         <C>                        <C>                  <C>
Dean Witter for the Benefit of                              Ultra Short-Term           9.41%                Record
Daniel M. Galbreath Revoc Trust                             Income Fund
Lizanne Galbreath Megrue TTEE                               Class A
5 World Trade Center, 6th Floor
New York, NY 10048-0205

Dean Witter FBO Paul Pogue, Inc.                            Ultra Short Term           5.39%                Record
P.O. Box 3359                                               Income Fund
Sherman, TX 75091-3359                                      Class A

Dean Witter for the Benefit of                              Ultra Short-Term           9.18%                Record
Jeanette P. Reilly                                          Income Fund
3777 Bay Road North Drive                                   Class B
5 World Trade Center, 6th Floor
New York, NY 10048-0205

Dean Witter FBO First Presbyterian Church                   Ultra Short-Term           5.76%                Record
of Dallas TX Community Ministries Fund                      Income Fund
5 World trade Center 6th Floor                              Class B
New York, NY 10048-0205

Strafe & Co.                                                Ultra Short-Term           54.55%               Record
Attn: Mutual Funds 0393                                     Income Fund
100 E. Broad Street                                         Fiduciary
Columbus, Ohio 43215-3607

Clark & Co.                                                 Ultra Short-Term           40.93%               Record
Database 2 - Attn: One Group/Cash Mgmt                      Income Fund
235 W. Schrock Road                                         Fiduciary
Westerville, Ohio 43081-2874

Rio Verde Services, Inc. Agy                                Ultra Short-Term           6.25%                Beneficial
Clarke & Co.                                                Income Fund
Database 2 - Attn: One Group/Cash Mgmt                      Fiduciary
235 W. Schrock Road
Westerville, Ohio 43081-2874

Dean Witter                                                 Ohio Municipal             9.16%                Record
FBO John M. Mills                                           Money
810 Pipestone                                               Market Fund
Church Street Station                                       Class A
P.O. Box 250
New York, NY 10277-0001

Strafe & Co.                                                Ohio Municipal             94.35%               Record
Bank One Trust Co.                                          Money
Attn: Mutual Funds                                          Market Fund
100 E. Broad Street                                         Fiduciary
Columbus, Ohio

Strafe & Co.                                                Ohio Municipal             9.56%                Beneficial
Ruth R. Miller Tr. DTD 7/5/85                               Money
Attn: Mutual Funds                                          Market Fund
100 E. Broad Street                                         Fiduciary
Columbus, Ohio
</TABLE>



                                       90

<PAGE>
                                 5% SHAREHOLDERS

<TABLE>
<CAPTION>

NAME AND                                                                               PERCENTAGE OF        TYPE OF
ADDRESS                                                     FUND/CLASS                 OWNERSHIP            OWNERSHIP
- -------                                                     ----------                 ---------            ---------
<S>                                                         <C>                        <C>                  <C>
Henny Penny Corp. Money Market Account                      Ohio Municipal             9.14%                Beneficial
Strafe & Co.                                                Money Market
100 E. Broad Street                                         Fund
Columbus, Ohio 43215-3607                                   Fiduciary

Strafe & Co.
Wallick Properties, Inc                                     Ohio Municipal             6.20%                Beneficial
Attn: Mutual Funds                                          Money Market
100 E. Broad Street                                         Fund
Columbus, Ohio                                              Fiduciary

Sandman & Co.                                               Ohio Municipal             5.65%                Record
State Street Bank & Trust                                   Money
P.O. Box 1713                                               Market Fund
Boston, MA 02105-1713                                       Fiduciary

Banc One Securities Corp FBO                                Municipal Income           18.49%               Record
The One Investment Solution                                 Fund
733 Greencrest Dr.                                          Class A
Westerville, Ohio 43081-4903

Clark & Co.                                                 Municipal Income           49.81%               Record
Database 2-Attn: One Group/Cash                             Fund
235 W. Schrock Road                                         Fiduciary
Westerville, Ohio 43081-2874

Strafe & Co.                                                Municipal Income           48.70%               Record
Attn: Mutual Funds 0393                                     Fund
100 E. Broad Street                                         Fiduciary
Columbus, Ohio 43215-3607

Strafe & Co.                                                Treasury Only              57.02%               Record
Bank One Trust Co.                                          Money Market
Attn: Mutual Funds                                          Fund
100 E. Broad Street
Columbus, Ohio 43215-3607

Clark & Co.                                                 Treasury Only              15.77%               Record
Database 2 - Attn: One Group/Cash Mgmt                      Money Market
235 W. Schrock Road                                         Fund
Westerville, Ohio 43081-2874

Bank One Texas NA                                           Treasury Only              9.32%                Record
1717 Main Street                                            Money Market
Dallas, TX 75201-4605                                       Fund

BISYS Fund Services, Inc.                                                              15.25%               Record
FBO Bank One Corporate Sweep                                Treasury Only
Attn: Linda Zerbe                                           Money
First and Market Bldg-Suite 300                             Market Fund
Pittsburgh, PA 15222

Strafe & Co.                                                Government                 32.31%               Record
Bank One Trust Co.                                          Money Market
Attn: Mutual Funds                                          Fund
100 E. Broad Street
Columbus, Ohio 43215-3607

Clark & Co.                                                 Government                 31.98%               Record
Database 2 - Attn: One Group/Cash Mgmt                      Money Market
235 W. Schrock Road                                         Fund
Westerville, Ohio 43081-2874
</TABLE>


                                       91

<PAGE>
                                 5% SHAREHOLDERS

<TABLE>
<CAPTION>

NAME AND                                                                               PERCENTAGE OF        TYPE OF
ADDRESS                                                     FUND/CLASS                 OWNERSHIP            OWNERSHIP
- -------                                                     ----------                 ---------            ---------
<S>                                                         <C>                        <C>                  <C>
Bank One Texas NA                                           Government                 17.06%               Record
1717 Main Street                                            Money Market
Dallas, TX 75201-4605                                       Fund

Bank One Trust Company NA                                   Government                 11.53%               Record
Corporate Cash Sweep Account                                Money Market
Attn: Cash Management DB3                                   Fund
235 West Schrock Road
Westerville, Ohio 43081-2874

Syben                                                       Treasury & Agency          16.40%               Record
FBO Cletus Ratterman                                        Fund
PO Box 32890                                                Class A
Louisville, KY 40232-2890

Dean Witter FBO Jessie H Scruggs &                          Treasury & Agency          20.79%               Record
Beulah L Scruggs Jtten                                      Fund
Church St Station - P.O. Box 250                            Class B
New York, NY 10013-0250
                                                            Treasury & Agency
Dean Witter FBO Highlawn United                             Fund                       16.85%               Record
Methodist Church                                            Class B
620 30th Street
5 World Trade Center 6th Floor
New York, NY 10048-025

Strafe & Co.                                                Treasury & Agency          94.57%               Record
Attn: Mutual Funds 0393                                     Fund
100 E. Broad Street                                         Fiduciary
Columbus, Ohio 43215-3607

Clark & Co.                                                 Treasury & Agency          5.31%                Record
Database 2 - Attn: One Group/Cash Mgmt                      Fund
235 W. Schrock Road                                         Fiduciary
Westerville, Ohio 43081-2874

Dean Witter Reynolds                                        Arizona Municipal          32.61%               Record
FBO Theodore Cesarano                                       Bond Fund
4617 E. Bernell Drive                                       Class A
Phoenix, AZ 85028-5520

Dean Witter Reynolds                                        Arizona Municipal          14.13%               Record
FBO Elizabeth Ryan Miller                                   Bond Fund
P.O. Box 2443                                               Class A
5 World Trade Center
New York, NY 10048-0205

Dean Witter Reynolds                                        Arizona Municipal          14.13%               Record
FBO Sally Ryan Stults                                       Bond Fund
P.O. Box 2443                                               Class A
5 World Trade Center
New York, NY 10048-0205
</TABLE>


                                       92

<PAGE>
                                 5% SHAREHOLDERS

<TABLE>
<CAPTION>

NAME AND                                                                               PERCENTAGE OF        TYPE OF
ADDRESS                                                     FUND/CLASS                 OWNERSHIP            OWNERSHIP
- -------                                                     ----------                 ---------            ---------
<S>                                                         <C>                        <C>                  <C>
Dean Witter FBO Nanette Beeson                              Arizona Municipal          6.72%                Record
2550 E Fairmount Ave                                        Bond Fund
5 World Trade Center 6th Floor                              Class B
New York, NY 10048-0205

The One Group Services Company                              Arizona Municipal          50.00%               Record
Fund Administration                                         Bond Fund
3435 Stelzer Road                                           Class B
Columbus, Ohio 43219-6004

Dean Witter FBO Funds Processing                            Arizona Municipal          50.00%               Record
Account                                                     Bond Fund
5 World Trade Center 6th Floor                              Class B
New York, NY 10048-0205

Clark & Co.                                                 Arizona Municipal          98.80%               Record
Database 2-One Group/Cash Mgmt.                             Bond Fund
235 W. Schrock Road                                         Fiduciary
Westerville, Ohio 43081-2874

Dean Witter for the Benefit of                              West Virginia              61.58%               Record
Stephen A. Lewis                                            Municipal Bond
3720 Noves Ave.                                             Fund
5 World Trade Center 6th Floor                              Class A
New York, NY 10048-0205

Dean Witter FBO C. Carl Tully                               West Virginia              23.36%               Record
4530 Spring Hill                                            Municipal Bond
5 World Trade Center, 6th Floor                             Fund
New York, NY 10048-0205                                     Class A

Dean Witter for the Benefit of                              West Virginia              15.04%               Record
Ruth A. Harper                                              Municipal Bond
P.O. Box 196                                                Fund
5 World Trade Center 6th Floor                              Class A
New York, NY 10048-0205

Dean Witter for the Benefit of                              West Virginia              13.70%               Record
Erma G. Shafer                                              Municipal Bond
142 Spencer Road                                            Fund
5 World Trade Center 6th Floor                              Class B
New York, NY 10048-0205

Dean Witter for the Benefit of                              West Virginia              9.78%                Record
Mary G. Coleman                                             Municipal Bond
3607 Virginia Avenue SE                                     Fund
5 World Trade Center 6th Floor                              Class B
New York, NY 10048-0205

Dean Witter FBO Helen H. Hall                               West Virginia              9.78%                Record
59 Meade Street                                             Municipal Bond
5 World Trade Center 6th Floor                              Fund
New York, NY 10048-0205                                     Class B

Dean Witter FBO Ann S. Jackson                              West Virginia              6.99%                Record
2317 Jefferson Avenue                                       Municipal Bond
5 World Trade Center 6th Floor                              Fund
New York, NY 10048-0205                                     Class B

Dean Witter FBO William R. Butler and                       West Virginia              5.49%                Record
Prible D. Butler JT TEN                                     Municipal Bond
5 World Trade Center 6th Floor                              Fund
New York, NY 10048-0205                                     Class B
</TABLE>


                                       93

<PAGE>
                                 5% SHAREHOLDERS

<TABLE>
<CAPTION>

NAME AND                                                                               PERCENTAGE OF        TYPE OF
ADDRESS                                                     FUND/CLASS                 OWNERSHIP            OWNERSHIP
- -------                                                     ----------                 ---------            ---------
<S>                                                         <C>                        <C>                  <C>
Dean Witter FBO Billie J. Zegger                            West Virginia              5.03%                Record
P.O. Box 2                                                  Municipal Bond
5 World Trade Center, 6th Floor                             Fund
New York, NY 10048-0205                                     Class B

Strafe & Co.                                                West Virginia              98.70%               Record
Attn: Mutual Funds 0393                                     Municipal Bond
100 E. Broad Street                                         Fund
Columbus, OH 43215-3607                                     Fiduciary

Clark & Co.                                                 Investor Growth            28.88%               Record
Database 2-Attn: One Group/Cash                             Fund
235 W. Schrock Road                                         Fiduciary
Westerville, Ohio 43081-2874

Virginia R. Corrin                                          Investor Growth            22.37%               Beneficial
Strafe & Co.                                                Fund
100 E. Broad Street                                         Fiduciary
Columbus, Ohio 43215-3607

Banc One Securities Savings Plan                            Investor Growth            16.63%               Beneficial
235 West Schrock Road                                       Fund
Westerville, Ohio 43081-2874                                Fiduciary

Bank One TTEE                                               Investor Growth            5.18%                Record
Therm-O-Disc Inc. 401K                                      Fund
BISYS Qualified Plan Services                               Fiduciary
Springhouse Corp. Ctr. II-Invest A/C
323 Norristown Road  Attn: S. Loch
Ambler, PA 19002-2756

Dean Witter Reynolds for                                    Investor Growth &          19.54%               Record
Robert E. Carlovsky IRA                                     Income Fund
5 World Trade Center 6th Floor                              Class A
New York, NY 10048-0205

Bank One TTEE                                               Investor Growth &          9.72%                Record
The Brown Publishing Co.                                    Income Fund
C/O/ Bank One Investment Management                         Class A
Retirement Services- Daily R/K
190 Heatherdown Drive
Westerville, Ohio 43081-2868

Dean Witter Reynolds Cust For                               Investor Growth &          59.70%               Record
Merle E Clucas                                              Income Fund
IRA Rollover/SEP DTD 05/06/97                               Class C
Church St Station - P.O. Box 250
New York, NY 10277

Dean Witter FBO Kathleen Ann Maxwell                        Investor Growth &          18.65%               Record
61 Waltham Ave #                                            Income Fund
Church St Station - P.O. Box 250                            Class C
New York, NY 10013-0250

Dean Witter Reynolds Cust for Eva I Bolz                    Investor Growth &          18.15%               Record
IRA Rollover Dated 09/23/96                                 Income Fund
Church St Station - P.O. Box 250                            Class C
New York, NY 10013-0250

Strafe & Co.                                                Investor Growth &          76.30%               Record
Bank One Trust Co.                                          Income Fund
Attn: Mutual Funds                                          Fiduciary
100 E. Broad Street
Columbus, Ohio 43215-3607
</TABLE>


                                       94

<PAGE>
                                 5% SHAREHOLDERS

<TABLE>
<CAPTION>

NAME AND                                                                               PERCENTAGE OF        TYPE OF
ADDRESS                                                     FUND/CLASS                 OWNERSHIP            OWNERSHIP
- -------                                                     ----------                 ---------            ---------
<S>                                                         <C>                        <C>                  <C>
Clark & Co.                                                 Investor Growth &          16.84%               Record
Database 2-Attn: One Group/Cash                             Income Fund
235 W. Schrock Road                                         Fiduciary
Westerville, Ohio 43081-2874

Revco D.S., Inc. SERP-Trust A                               Investor Growth &          28.52%               Beneficial
Strafe & Co.                                                Income Fund
100 E. Broad Street                                         Fiduciary
Columbus, Ohio 43215-3607

Banc One Securities Savings                                 Investor Growth &          9.44%                Beneficial
Strafe & Co.                                                Income Fund
100 E. Broad Street                                         Fiduciary
Columbus, Ohio 43215-3607

Dean Witter for the Benefit of                              Investor Balanced          9.04%                Record
Sara Lee Youngs                                             Fund
10832 Linwood Road                                          Class A
5 World Trade Center 6th Floor
New York, NY 10048-0205

State Street Bank & Trust Co.                               Investor Balanced          7.31%                Record
Cust for the Rollover IRA of Granville L                    Fund
Crothers                                                    Class A
2133 E. Ranch Rd
Tempe, AZ 85284- 3547

Dean Witter FBO John R. Wood and                            Investor Balanced          6.88%                Record
Terressa M Wood JT TEN                                      Fund
Church St Station - P.O. Box 250                            Class A
New York, NY 10013-0250

Dean Witter FBO Worley Douglas Warfe                        Investor Balanced          6.80%                Record
806 Harrison Street                                         Fund
Church St Station - P.O. Box 250                            Class A
New York, NY 10277

Dean Witter FBO David H Behm &                              Investor Balanced           39.79%               Record
Christine A Behm JT TEN                                     Class C
Church St Station P.O. Box 250
New York, NY 10277

Dean Witter FBO Alexis B Newell                             Investor Balanced          34.55%               Record
7812 Meadow Park Drive #228                                 Fund
Church St Station - P.O. Box 250                            Class C
New York, NY 10013-0250

Dean Witter Reynolds Cust for                               Investor Balanced          19.21%               Record
Anne H Shiner                                               Fund
IRA Standard Dated 06/09/97                                 Class C
Church St Station - P.O. Box 250
New York, NY 10277

Dean Witter FBO Mary Joy Jensen                             Investor Balanced          5.51%                Record
2574 N 124th Apt 445                                        Fund
Church St Station - P.O. Box 250                            Class C
 New York, NY 10277

Strafe & Co.
Bank One Trust Co.                                          Investor Balanced          57.80%               Record
Attn: Mutual Funds                                          Fund
100 E. Broad Street                                         Fiduciary
Columbus, OH 43215-3607
</TABLE>


                                       95


<PAGE>
                                 5% SHAREHOLDERS

<TABLE>
<CAPTION>

NAME AND                                                                               PERCENTAGE OF        TYPE OF
ADDRESS                                                     FUND/CLASS                 OWNERSHIP            OWNERSHIP
- -------                                                     ----------                 ---------            ---------
<S>                                                         <C>                        <C>                  <C>
Clark & Co.                                                 Investor Balanced          36.70%               Record
Database 2-Attn: One Group/Cash                             Fund
235 W. Schrock Road                                         Fiduciary
Westerville, OH 43081-2874

Black Clawson Co.                                           Investor Balanced          17.48%               Beneficial
Member Pension Plan                                         Fund
Strafe & Co.                                                Fiduciary
100 E. Broad Street
Columbus, Ohio 43215-3607

Centennial Liquor Retirement Plan                           Investor Balanced          7.52%                Beneficial
Strafe & Co.                                                Fund
100 E. Broad Street                                         Fiduciary
Columbus, Ohio 43215-3607

Bank One TTEE                                               Investor                   12.58%               Record
The Brown Publishing Co.                                    Conservative
C/O Banc One Investment Mgmt                                Growth Fund
Retirement Services - Daily R/K                             Class A
190 Heatherdown Drive
Westerville, Ohio 43081-2868

Dean Witter FBO Carolyn A Hill                              Investor                   7.22%                Record
231 Highland Avenue                                         Conservative
Oak Hill, WV 25901-3443                                     Growth Fund
                                                            Class A

Dean Witter for the Benefit of                              Investor                   5.58%                Record
James W. Blair                                              Conservative
95 Elizabeth Street                                         Growth Fund
5 World Trade Center, 6th Floor                             Class A
New York, NY 10048-0205

State Street Bank & Trust Co                                Investor                   60.74%               Record
Cust For the IRA of Ruben Hernandez                         Conservative
914 Jennings                                                Growth
San Antonio, TX 78225-1328                                  Class C

Dean Witter Reynolds Cust For                               Investor                   20.10%               Record
Shirley M Brewer                                            Conservative
IRA Standard Dated 11/18/96                                 Growth
Church St Station - P.O. Box 250                            Class C
New York, NY 10277

Dean Witter FBO Mary Cimino                                 Investor                   14.15%               Record
Tod Melba M Cimino                                          Conservative
Church St Station - P.O. Box 250                            Growth
New York, NY 10277                                          Class C

Strafe & Co.                                                Investor                   56.67%               Record
Bank One Trust Co.                                          Conservative
Attn: Mutual Funds                                          Growth Fund
100 E. Broad Street                                         Fiduciary
Columbus, OH 43215-3607
</TABLE>


                                       96
<PAGE>
                                 5% SHAREHOLDERS

<TABLE>
<CAPTION>

NAME AND                                                                               PERCENTAGE OF        TYPE OF
ADDRESS                                                     FUND/CLASS                 OWNERSHIP            OWNERSHIP
- -------                                                     ----------                 ---------            ---------
<S>                                                         <C>                        <C>                  <C>
Clark & Co.                                                 Investor                   29.97%               Record
Database 2-Attn: One Group/Cash                             Conservative
235 W. Schrock Road                                         Growth Fund
Westerville, Ohio 43081-2874                                Fiduciary

Clark & Co.                                                 Investor                   19.25%               Beneficial
Kenosha Carpenters                                          Conservative
Database 2-Attn: One Group/Cash                             Growth Fund
235 W. Schrock Road                                         Fiduciary
Westerville, Ohio 43081-2874

Banc One Securities Savings Plan                            Investor                   10.80%               Beneficial
Strafe & Co.                                                Conservative
100 E. Broad Street                                         Growth Fund
Columbus, Ohio 43215-3607                                   Fiduciary

Ermco, Inc. Pension Plan                                    Investor                   7.44%                Beneficial
Strafe & Co.                                                Conservative
100 E. Broad Street                                         Growth Fund
Columbus, Ohio 43215-3607                                   Fiduciary

Bank One TTEE                                               Investor                   7.27%                Record
Therm-O-Disk Inc. 401K                                      Conservative
BISYS Qualified Plan Services                               Growth Fund
Springhouse Corp. Ctr. II-Invest A/C                        Fiduciary
323 Norristown Road, Attn: S. Loch
Ambler, PA 19002-2756
</TABLE>


As a group, the Trustee and Officers of the Trust owned less than 1% of the
Shares of each class of the Trust.


                                       97

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
ASSET ALLOCATION FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<S>          <C>                                     <C>
ASSET BACKED SECURITIES (2.2%):
     140     Advanta Credit Card Master Trust,
               5.95%, 8/31/99.....................   $    140
     513     Advanta Mortgage Loan Trust, Series
               1994-3, Class A2, 7.60%, 7/25/10...        516
     250     Case Equipment Loan Trust, Series
               1996-B, Class A3, 6.65%, 9/15/03...        251
     480     Green Tree Financial Corp., Series
               1996-3, Class A3, 6.70%, 5/15/27...        481
      98     Honda Auto Receivables Grantor Trust,
               Series 1994-A, 4.80%, 8/15/99......         98
     106     KeyCorp Auto Grantor Trust, Series
               1995-A A, 5.80%, 7/15/00...........        106
     500     Nationsbank Auto Owner Trust, Series
               1996-A A3, 6.38%, 7/15/00..........        504
     325     Olympic Automobile Receivables Trust,
               6.05%, 8/15/02.....................        322
   1,025     Olympic Automobile Receivables Trust,
               Series 1996-B, Class A4, 6.70%,
               3/15/02............................      1,033
     259     The Money Store Home Equity Trust,
               Series 1994-B, Class A2, 6.80%,
               2/15/13............................        259
     102     Union Federal Savings Bank Trust,
               Series 1994 A A, 5.08%, 5/15/00....        101
                                                     --------
Total Asset Backed Securities                           3,811
                                                     --------
COMMON STOCKS (54.1%):
Capital Goods (3.9%):
      13     BW/IP Holdings, Inc..................        254
       6     Case Corp............................        427
      11     Cooper Industries, Inc...............        537
      16     Emerson Electric Co..................        887
      40     General Electric Co..................      2,621
      13     Ingersoll Rand Co....................        772
      21     Teleflex, Inc........................        644
      15     Thermo Electron Corp. (b)............        524
                                                     --------
                                                        6,666
                                                     --------
Consumer Durable (1.4%):
      25     Autozone, Inc. (b)...................        591
      28     Chrysler Corp........................        910
      13     Lear Corp. (b).......................        568
       7     Whirlpool Corp.......................        398
                                                     --------
                                                        2,467
                                                     --------
Consumer Non-Durable (6.1%):
      29     Archer-Daniels-Midland Co............        672
      12     Coca Cola Co.........................        844
      10     Dole Food, Inc. (c)..................        415
      14     McCormick & Co., Inc.................        348
      34     PepsiCo, Inc.........................      1,285

<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<S>          <C>                                     <C>
COMMON STOCKS, CONTINUED:
Consumer Non-Durable, continued:
      42     Philip Morris Co., Inc...............   $  1,872
       6     Proctor & Gamble Co..................        890
      13     Quaker Oats Co.......................        570
      17     Revlon, Inc. (b).....................        902
      21     RJR Nabisco Holdings Corp............        703
      21     Supervalu, Inc.......................        735
      23     Sysco Corp...........................        850
       7     Universal Corp.......................        229
                                                     --------
                                                       10,315
                                                     --------
Consumer Services (3.2%):
      10     Belo (A.H.) Corp., Series A..........        404
      16     Callaway Golf Co. (c)................        557
      30     CUC International, Inc. (b)(c).......        769
      23     Hasbro, Inc. (c).....................        660
      23     Hilton Hotels Corp...................        598
      12     Mattel, Inc. (c).....................        420
      10     MGM Grand, Inc. (b)(c)...............        374
      22     Time Warner, Inc. (c)................      1,080
       6     Walt Disney Co.......................        506
                                                     --------
                                                        5,368
                                                     --------
Energy (4.0%):
       9     Ashland, Inc.........................        408
      10     Atlantic Richfield Co................        733
       8     Devon Energy Corp....................        290
       7     Dresser Industries, Inc. (c).........        276
      29     Exxon Corp...........................      1,783
      15     Mapco, Inc...........................        457
      19     Mobil Corp...........................      1,314
      20     Tosco Corp...........................        587
      20     USX-Marathon Group...................        566
      10     Weatherford Enterra, Inc. (b)........        389
                                                     --------
                                                        6,803
                                                     --------
Financial Services (8.1%):
       1     American International Group, Inc....        194
      14     BankAmerica Corp.....................        917
       5     Cigna Corp...........................        941
      20     Equitable Co., Inc. (c)..............        658
      31     Federal National Mortgage Assoc......      1,351
      11     First Union Corp.....................        971
       5     First Virginia Banks, Inc............        302
      13     Fleet Financial Group, Inc...........        797
      11     Hartford Financial Services Group....        935
      15     Mellon Bank Corp. (c)................        659
      15     Morgan Stanley Dean Witter
               Discover...........................        659
      15     National City Corp...................        809
      11     Pacific Century Financial Corp.......        495
       5     Provident Co., Inc...................        262
      12     Regions Financial Corp...............        386
      16     Southtrust Corp......................        641
</TABLE>

Continued

                                                                             25

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
ASSET ALLOCATION FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
COMMON STOCKS, CONTINUED:
Financial Services, continued:
      14     SunTrust Banks, Inc..................   $    793
       6     TransAmerica Corp....................        589
      20     Travelers Group, Inc.................      1,274
       6     Washington Mutual, Inc. (c)..........        370
                                                     --------
                                                       14,003
                                                     --------
Health Care (6.7%):
      17     Abbott Labs..........................      1,128
       9     Amgen, Inc. (b)......................        517
      13     Baxter International, Inc............        695
       9     Boston Scientific Corp. (b)..........        571
      20     Bristol Myers Squibb Co..............      1,604
       7     Cardinal Health, Inc. (c)............        384
       7     Centocor, Inc. (b)...................        205
      13     Columbia/HCA Healthcare Corp. (c)....        491
      12     Eli Lilly & Co.......................      1,268
       7     Guidant Corp.........................        561
       4     HBO & Co.............................        269
      20     Merck & Co., Inc.....................      2,080
       9     Phycor, Inc. (b)(c)..................        300
      20     Schering Plough Corp.................        967
      10     Vencor, Inc. (b).....................        441
                                                     --------
                                                       11,481
                                                     --------
Raw Materials (2.9%):
      13     B. F. Goodrich Co....................        576
       9     Betzdearborn, Inc. (c)...............        581
      11     Du Pont (EI) de Nemours & Co.........        666
      11     Ferro Corp...........................        411
      11     Lubrizol Corp........................        440
      13     Monsanto Co..........................        560
      14     Morton International, Inc............        426
      13     Nalco Chemical Co....................        483
       9     Praxair, Inc.........................        521
      20     Wellman, Inc.........................        339
                                                     --------
                                                        5,003
                                                     --------
Retail (3.1%):
      17     Dollar General Corp..................        632
      27     Just For Feet, Inc. (b)(c)...........        469
      22     Kroger Co. (b).......................        650
      34     Officemax, Inc. (b)..................        497
       9     Outback Steakhouse, Inc. (b).........        220
      13     TJX Co., Inc. (c)....................        332
      20     Toys R Us, Inc. (b)(c)...............        707
      51     Wal-Mart Stores, Inc.................      1,731
                                                     --------
                                                        5,238
                                                     --------
Shelter (1.1%):
      25     Kaufman & Broad Home Corp............        434

<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
COMMON STOCKS, CONTINUED:
Shelter, continued:
      12     Masco Corp. (c)......................   $    484
      12     Pentair, Inc.........................        388
       9     Weyerhaeuser Co......................        489
                                                     --------
                                                        1,795
                                                     --------
Technology (8.1%):
       5     Altera Corp. (b)(c)..................        273
      17     Analog Devices, Inc. (b)(c)..........        454
       9     Applied Materials, Inc. (b)..........        630
       9     BMC Software, Inc. (b)...............        509
      11     Cadence Design Systems, Inc. (b).....        355
      16     Cisco Systems, Inc. (b)..............      1,081
       6     Compaq Computer Corp. (b)............        615
       7     Dell Computer Corp. (b)..............        787
       4     General Motors Corp., Class H........        254
      18     Hewlett Packard Co...................      1,008
      14     Intel Corp...........................      1,914
      17     International Business Machines......      1,524
       6     Lockheed Martin Corp.................        601
       8     Lucent Technologies, Inc.............        548
      20     Microsoft Corp. (b)..................      2,465
      15     Orbital Sciences Corp. (b)(c)........        241
      12     Rohr Industries, Inc. (b)............        272
       7     Teradyne, Inc. (b)...................        287
                                                     --------
                                                       13,818
                                                     --------
Utilities (5.5%):
       8     AES Corp. (b)(c).....................        580
      10     Century Telephone Enterprises........        327
      35     Edison International.................        858
      19     Enron Corp. (c)......................        771
      18     General Public Utilities Corp........        646
      30     GTE Corp.............................      1,307
      17     MCI Communications Corp..............        651
      12     MCN Corp.............................        377
      10     National Fuel Gas Co.................        428
      25     New York State Electric & Gas........        530
      22     SBC Communications, Inc..............      1,361
      18     Sprint Corp. (c).....................        942
      16     Texas Utilities......................        544
                                                     --------
                                                        9,322
                                                     --------
Total Common Stocks                                    92,279
                                                     --------

CORPORATE BONDS (12.0%):
Banking, Finance & Insurance (7.6%):
$  1,000     Association Corp., 8.27%, 11/8/01....   $  1,055
   1,000     Bankamerica Corp., 8.13%, 2/1/02.....      1,049
     500     Chrysler Financial Corp., 5.88%,
               2/7/01.............................        488
     420     Circuit City Credit Card Master
               Trust, 6.38%, 8/15/05..............        419
   1,000     First Hawaiian, Inc., 6.25%,
               8/15/00............................        985
</TABLE>

Continued

                                                                            26

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
ASSET ALLOCATION FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
CORPORATE BONDS, CONTINUED:
Banking, Finance & Insurance, continued:
 $   610     Ford Credit Auto Loan Master Trust,
               5.50%, 2/15/03.....................   $    588
     500     Ford Motor Credit Corp., 8.38%,
               1/15/00............................        521
     250     General Motors Acceptance Corp.,
               7.00%, 3/1/00......................        253
   1,000     General Motors Acceptance Corp.,
               8.25%, 2/24/04.....................      1,057
   1,000     Goldman Sachs Group, 7.20%, 3/1/07,
               144 A..............................      1,004
     750     Huntington National Bank, 6.75%,
               6/15/03............................        740
     250     Lehman Brothers Holdings, Inc.,
               6.38%, 6/1/98......................        251
     300     Lehman Brothers Holdings, Inc.,
               8.88%, 11/1/98.....................        310
     500     Lehman Brothers, Inc., 9.88%,
               10/15/00...........................        544
     550     MBNA Master Credit Card, 5.40%,
               3/15/99............................        546
     800     McDonnell Douglas Corp., 9.30%,
               9/11/02............................        842
     500     Midland Bank PLC, 6.95%, 3/15/11.....        483
     250     Nationsbank Texas, 6.75%, 8/15/00....        251
   1,000     Society National Bank, 6.75%,
               6/15/03............................        991
     500     Suntrust Banks, 7.38%, 7/1/02........        511
                                                     --------
                                                       12,888
                                                     --------
Industrials (2.5%):
     250     Anheuser Busch Co., 8.75%, 12/1/99...        263
     500     Campbell Soup Co., 5.63%, 9/15/03....        471
     250     Coca-Cola Co., 7.88%, 9/15/98........        255
     500     Dayton Hudson Corp., 7.25%, 9/1/04...        502
     200     Du Pont (EI) de Nemours & Co., 8.70%,
               2/7/01.............................        213
     250     Ford Motor Co., 9.00%, 9/15/01.......        269
     200     Illinois Tool Works, 7.50%,
               12/1/98............................        203
     500     J C Penney & Co., 5.38%, 11/15/98....        494
     250     Johnson & Johnson, 7.38%, 6/29/02....        257
     500     Occidental Petroleum, 9.25%,
               8/1/19.............................        581
     750     Sears Roebuck Acceptance, 7.13%,
               5/2/03.............................        758
                                                     --------
                                                        4,266
                                                     --------
Transportation (0.3%):
     500     Union Pacific Co., 7.60%, 5/1/05.....        513
                                                     --------
Utilities (1.6%):
     500     AT&T Corp., 6.00%, 8/1/00............        492
     500     AT&T Corp., 7.50%, 6/1/06............        516
     250     Duke Power Co., 7.00%, 7/1/00........        253

<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
CORPORATE BONDS, CONTINUED:
Utilities, continued:
$    250     Southern California Edison, 7.50%,
               4/15/99............................   $    255
     500     Virginia Electric & Power, 6.63%,
               4/1/03.............................        494
     675     Virginia Electric & Power MTN, 9.15%,
               6/10/99............................        707
                                                     --------
                                                        2,717
                                                     --------
Total Corporate Bonds                                  20,384
                                                     --------
FEDERAL AGENCY DEBENTURES (1.2%):
Federal National Mortgage Assoc. (1.2%):
   1,000     5.55%, 9/8/98........................        997
   1,000     5.53%, 2/10/99.......................        988
                                                     --------
Total Federal Agency Debentures                         1,985
                                                     --------
U.S. GOVERNMENT AGENCY MORTGAGES (14.8%):
Federal Home Loan Mortgage Corp. (5.2%):
     182     10.00%, 9/1/03, Pool #E30407.........        192
     308     8.00%, 3/1/08, Pool #E45796..........        317
     983     7.00%, 1/1/12, Pool #E66116..........        984
     331     10.50%, 10/1/20, Pool #D24679........        367
     828     8.00%, 4/1/25, Pool #C00401..........        850
     925     8.00%, 5/1/25, Pool #D60455..........        949
     482     7.00%, 2/1/26, Pool #D69343..........        474
     705     6.50%, 2/1/26, Pool #D68616..........        677
     975     6.50%, 2/1/26, Pool #D68124..........        936
     491     7.00%, 3/1/26, Pool #D69430..........        482
     951     7.50%, 5/1/26, Pool #C00460..........        956
     890     8.50%, 7/1/26, Pool #C00472..........        926
     991     7.00%, 10/1/26, Pool #D75494.........        974
                                                     --------
                                                        9,084
                                                     --------
Federal National Conventional Loan (0.7%):
     667     8.00%, 6/1/24, Pool #270402..........        684
     417     8.00%, 6/1/24, Pool #250085..........        428
                                                     --------
                                                        1,112
                                                     --------
Federal National Mortgage Assoc. (3.8%):
     275     6.40%, 3/25/03.......................        268
     250     6.40%, 1/13/04.......................        243
     300     8.05%, 7/14/04.......................        300
     929     6.50%, 5/1/11, Pool #337195..........        912
     924     7.00%, 7/1/25, Pool #317252..........        908
     914     6.50%, 2/1/26, Pool #337115..........        875
     936     7.50%, 5/1/26, Pool #344916..........        939
     979     7.00%, 5/1/26, Pool #346269..........        960
     983     7.50%, 11/1/26, Pool #363626.........        986
                                                     --------
                                                        6,391
                                                     --------
Government National Mortgage Assoc. (5.1%):
     772     5.50%, 4/20/11, Pool #2222...........        722
     118     8.00%, 4/15/17, Pool # 192100........        122
</TABLE>

Continued

                                                                              27

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
ASSET ALLOCATION FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
U.S. GOVERNMENT AGENCY MORTGAGES, CONTINUED:
Government National Mortgage Assoc., continued:
$     77     8.00%, 5/15/22, Pool #329176.........   $     79
      90     6.50%, 1/15/24, Pool #376656.........         87
     236     8.00%, 4/15/24, Pool #376038.........        242
   1,231     8.00%, 8/15/24, Pool #394024.........      1,266
   1,428     7.00%, 8/15/25, Pool #413007.........      1,407
     990     6.50%, 4/15/26, Pool #424185.........        947
     994     6.50%, 4/15/26, Pool #416192.........        951
     929     7.50%, 5/15/26, Pool #375345.........        933
     990     7.00%, 5/15/26, Pool #375344.........        973
     925     8.50%, 1/15/27, Pool #432266.........        962
                                                     --------
                                                        8,691
                                                     --------
Total U.S. Government Agency Mortgages                 25,278
                                                     --------
U.S. TREASURY OBLIGATIONS (14.3%):
U.S. Treasury Bills (0.1%):
     110     7/10/97 (d)..........................        110
      35     7/17/97 (d)..........................         35
      90     8/21/97 (d)..........................         89
                                                     --------
                                                          234
                                                     --------
U.S. Treasury Bonds (4.7%):
     750     11.25%, 2/15/15......................      1,089
     900     7.50%, 11/15/16......................        962
   4,700     8.13%, 8/15/19 (c)...................      5,362
     500     7.88%, 2/15/21 (c)...................        557
                                                     --------
                                                        7,970
                                                     --------

<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
U.S. TREASURY OBLIGATIONS, CONTINUED:
U.S. Treasury Notes (9.5%):
 $ 3,500     7.25%, 2/15/98 (c)...................   $  3,532
     600     9.00%, 5/15/98.......................        616
     200     8.88%, 2/15/99.......................        209
     300     5.88%, 3/31/99.......................        299
   3,250     7.00%, 4/15/99 (c)...................      3,301
     300     6.00%, 10/15/99 (c)..................        299
     250     7.75%, 11/30/99......................        259
   2,500     7.75%, 1/31/00 (c)...................      2,590
   3,000     6.50%, 5/31/01.......................      3,015
     300     6.50%, 8/31/01.......................        301
     150     6.25%, 2/15/03 (c)...................        149
   1,500     6.50%, 5/15/05 (c)...................      1,496
                                                     --------
                                                       16,066
                                                     --------
   Total U.S. Treasury Obligations                     24,270
                                                     --------
REPURCHASE AGREEMENTS (1.6%):
   2,640     Aubrey G. Lanston & Co., 5.90%,
               7/1/97 (Collateralized by $2,640
               U.S. Treasury Notes, 6.25%,
               1/31/02, market value-$2,761)            2,640
                                                     --------
   Total Repurchase Agreements                          2,640
                                                     --------
Total (Cost--$153,456) (a)                           $170,647
                                                     ========
</TABLE>

- ------------
Percentages indicated are based on net assets of $170,250.

(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 $77. Cost for federal income tax purposes differs from value
    by net unrealized appreciation of securities as follows (amounts in
    thousands):

<TABLE>
                  <S>                                                                         <C>
                  Unrealized appreciation..................................................   $18,134
                  Unrealized depreciation..................................................    (1,020)
                                                                                              -------
                  Net unrealized appreciation..............................................   $17,114
                                                                                              =======
</TABLE>

(b) Non-income producing securities.

(c) A portion of this security was loaned as of June 30, 1997.

(d) Serves as collateral for futures contracts.

<TABLE>
<CAPTION>
                                                                        CURRENT
  NUMBER                                              OPENING           MARKET
    OF                                               POSITIONS           VALUE
CONTRACTS                CONTRACT TYPE                 (000)             (000)
- ----------     ---------------------------------     ---------          -------
<C>            <S>                                   <C>                <C>
               Long S&P 500 September 1997
    1          Futures                                 $428              $445
</TABLE>

See notes to financial statements.

28

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
INCOME EQUITY FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS (88.6%):
Business Equipment & Services (3.2%):
      85     Automatic Data Processing, Inc.
               (b)...............................   $  3,995
     210     Browning-Ferris Industries, Inc.
               (b)...............................      6,983
     225     Dun & Bradstreet Corp...............      5,906
     180     National Service Industries, Inc....      8,764
                                                    --------
                                                      25,648
                                                    --------
Capital Goods (5.1%):
     215     Cooper Industries, Inc..............     10,696
      80     Deere & Co..........................      4,390
     300     General Electric Co.................     19,614
      70     Johnson Controls, Inc. (b)..........      2,874
     155     Westinghouse Electric Corp..........      3,581
                                                    --------
                                                      41,155
                                                    --------
Consumer Durable (1.9%):
      70     Briggs & Stratton Corp..............      3,500
     320     Ford Motor Co.......................     12,080
                                                    --------
                                                      15,580
                                                    --------
Consumer Non-Durable (15.7%):
     110     American Greetings Corp., Class A...      4,084
     240     Campbell Soup Co....................     12,000
      75     Clorox Co...........................      9,900
     230     Coca Cola Co........................     16,041
     235     ConAgra, Inc........................     15,069
     145     Eastman Kodak Co....................     11,129
     160     H.J. Heinz Co.......................      7,380
     125     International Flavors & Fragrances,
               Inc...............................      6,313
      60     McCormick & Co., Inc................      1,515
      80     PepsiCo, Inc........................      3,005
     360     Philip Morris Co., Inc..............     15,975
      95     Proctor & Gamble Co. (b)............     13,419
      55     Quaker Oats Co......................      2,468
     100     RJR Nabisco Holdings Corp...........      3,300
      60     V.F. Corp...........................      5,108
                                                    --------
                                                     126,706
                                                    --------
Consumer Services (1.1%):
     150     McGraw-Hill Co., Inc................      8,822
                                                    --------
Energy (10.9%):
     160     Amoco Corp..........................     13,910
     100     Atlantic Richfield Co...............      7,050
     150     Dresser Industries, Inc.............      5,588
     300     Exxon Corp..........................     18,450
      85     Halliburton Co......................      6,736
     240     Mobil Corp..........................     16,770
     360     Royal Dutch Petroleum Co............     19,575
                                                    --------
                                                      88,079
                                                    --------

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
Financial Services (16.2%):
    160      Allstate Corp.......................   $ 11,680
    250      American Express Co. (b)............     18,625
    300      BankAmerica Corp....................     19,367
     60      Chase Manhattan Corp................      5,824
     50      Citicorp............................      6,028
    180      Federal National Mortgage Assoc.....      7,853
    130      First Tennessee National Corp.
               (b)...............................      6,240
    145      J.P. Morgan & Co., Inc..............     15,134
    190      Lincoln National Corp...............     12,231
     85      National City Corp..................      4,463
    100      Reliastar Financial Corp............      7,313
    100      TransAmerica Corp...................      9,356
    115      U.S. Bancorp (b)....................      7,374
                                                    --------
                                                     131,488
                                                    --------
Health Care (11.7%):
     185     American Home Products Co...........     14,153
     260     Baxter International, Inc...........     13,585
     285     Bristol Myers Squibb Co.............     23,083
      50     Merck & Co., Inc....................      5,175
      75     Pfizer, Inc.........................      8,963
     220     Schering Plough Corp................     10,533
     150     Warner Lambert Co...................     18,638
                                                    --------
                                                      94,130
                                                    --------
Multi-Industry (1.1%):
      85     Minnesota Mining & Manufacturing
               Co................................      8,670
                                                    --------
Raw Materials (4.2%):
     170     Dow Chemical Co.....................     14,811
     140     Du Pont (EI) de Nemours & Co........      8,803
     170     Nalco Chemical Co...................      6,566
     150     Pall Corp. (b)......................      3,488
                                                    --------
                                                      33,668
                                                    --------
Retail (2.5%):
     120     Albertsons, Inc.....................      4,380
     115     May Department Stores Co............      5,434
     185     Wal-Mart Stores, Inc................      6,255
      80     Walgreen Co.........................      4,290
                                                    --------
                                                      20,359
                                                    --------
Shelter (0.4%):
      60     Weyerhaeuser Co.....................      3,120
                                                    --------
Technology (6.8%):
     100     AMP, Inc. (b).......................      4,175
     100     Boeing Co. (b)......................      5,306
     110     Hewlett Packard Co..................      6,160
      30     Intel Corp..........................      4,254
      60     International Business Machines.....      5,411
      65     Lockheed Martin Corp................      6,732
</TABLE>

Continued

                                                                             29

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
INCOME EQUITY FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
Technology, continued:
     90      United Technologies Corp............   $  7,470
    200      Xerox Corp..........................     15,775
                                                    --------
                                                      55,283
                                                    --------
Transportation (0.8%):
     95      Union Pacific Corp. (b).............      6,698
                                                    --------
Utilities (7.0%):
     170     AT&T Corp. (b)......................      5,961
     175     BellSouth Corp......................      8,116
     175     Central & South West Corp...........      3,719
     160     Entergy Corp. (b)...................      4,380
     210     GTE Corp............................      9,214
     120     Ku Energy Cop. (b)..................      4,095
     110     Questar Corp........................      4,441
     200     SBC Communications, Inc.............     12,374
      80     Sprint Corp.........................      4,210
                                                    --------
                                                      56,510
                                                    --------
Total Common Stocks                                  715,916
                                                    --------

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
CONVERTIBLE BONDS (5.0%):
 $ 7,000     Alza Corp., 5.00%, 5/1/06...........   $  7,096
   6,500     Hilton Hotels Corp., 5.00%,
               5/15/06...........................      6,923
   6,500     Home Depot, Inc., 3.25%, 10/1/01,
               Callable 10/1/99 @ 100.81.........      7,425
   7,000     Masco Corp., 5.25%, 2/15/12.........      7,368
   5,500     Medical Care International, 6.75%,
               10/1/06...........................      5,528
   5,500     Pep Boys-Manny, Moe & Jack, 4.00%,
               9/1/99............................      5,665
                                                    --------
Total Convertible Bonds                               40,005
                                                    --------
PREFERRED STOCKS (5.0%):
     160     Corning Delaware....................     13,920
     120     Crown Cork & Seal Co................      6,060
     120     Cyprus Amax Minerals Co.............      6,660
      45     Microsoft Corp......................      3,915
     155     Sonoco Products.....................      9,939
                                                    --------
Total Preferred Stocks                                40,494
                                                    --------
REPURCHASE AGREEMENTS (1.2%):
   9,787     Prudential Securities, 6.05%, due
               7/1/97 (collateralized by $10,031
               U.S. Treasury Note, 5.75%,
               10/31/00, market value $9,983)....      9,787
                                                    --------
    Total Repurchase Agreements                        9,787
                                                    --------
Total (Cost--$449,883) (a)                          $806,202
                                                    ========
</TABLE>

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

Percentages indicated are based on net assets of $807,501.

(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..................................................   $357,471
                  Unrealized depreciation..................................................     (1,152)
                                                                                              --------
                  Net unrealized appreciation..............................................   $356,319
                                                                                              ========
</TABLE>

(b) A portion of this security was loaned as of June 30, 1997.

See notes to financial statements.

30

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS (95.4%):
Business Equipment & Services (1.9%):
      31     Automatic Data Processing, Inc.
               (c)...............................   $  1,454
      22     Browning-Ferris Industries, Inc.....        741
       9     Canadian Moore Corp., Ltd...........        181
       8     Ceridian Corp. (b)(c)...............        336
      18     Cognizant Corp......................        725
       8     Computer Sciences Corp. (b).........        563
       9     Deluxe Corp.........................        303
      18     Dun & Bradstreet Corp...............        470
       7     Ecolab, Inc.........................        327
      16     Equifax, Inc........................        584
      47     First Data Corp. (c)................      2,071
      11     H & R Block.........................        344
      13     Ikon Office Solutions...............        336
       9     Interpublic Group Co., Inc..........        521
       3     John H. Harland Co..................         65
      31     Laidlaw Inc., Class B, Non-Voting...        432
       5     National Service Industries, Inc....        255
      16     Pitney Bowes, Inc...................      1,124
      16     R.R. Donnelley & Sons Co............        596
       9     Ryder Systems, Inc..................        281
       6     Safety-Kleen Corp...................        108
      24     Service Corp. International (c).....        783
      48     WMX Technologies, Inc...............      1,526
                                                    --------
                                                      14,126
                                                    --------
Capital Goods (5.8%):
       3     Aeroquip-Vickers, Inc...............        121
       9     Black & Decker Corp.................        335
       8     Case Corp...........................        517
      20     Caterpillar, Inc....................      2,170
       4     Cincinnati Milacron, Inc............        105
      12     Cooper Industries, Inc..............        619
       4     Crane Co............................        187
       4     Cummins Engine, Inc.................        301
      27     Deere & Co..........................      1,471
      12     Dover Corp..........................        721
      47     Emerson Electric Co.................      2,586
       9     Fluor Corp..........................        490
       4     Foster Wheeler Corp.................        160
     345     General Electric Co.................     22,547
       5     General Signal Corp. (c)............        237
       3     Giddings & Lewis, Inc...............         69
       6     Grainger W.W., Inc..................        463
       5     Harnischfeger Industries, Inc.
               (c)...............................        217
      13     Honeywell, Inc......................      1,009
      25     Illinois Tool Works (c).............      1,249
      11     Ingersoll Rand Co...................        669
       9     Johnson Controls, Inc...............        353
       0     Nacco Industries, Inc...............         22
       8     Navistar International Corp. (b)....        142
       5     Owens-Corning Fiberglass Corp.......        235

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
Capital Goods, continued:
       8     Paccar, Inc.........................   $    366
       8     Parker-Hannifin Corp................        481
      19     PPG Industries, Inc.................      1,117
      18     Sherwin-Williams Co.................        570
       7     Snap-On, Inc........................        270
       9     Stanley Works.......................        367
      16     Thermo Electron Corp. (b)...........        530
       6     Timken Co...........................        201
      17     Tyco International, Ltd. (c)........      1,214
      65     Westinghouse Electric Corp..........      1,509
                                                    --------
                                                      43,620
                                                    --------
Consumer Durable (2.2%):
      16     Autozone, Inc. (b)..................        375
       2     Briggs & Stratton Corp..............         99
      74     Chrysler Corp.......................      2,425
       9     Cooper Tire & Rubber Co.............        198
      10     Dana Corp...........................        395
       8     Eaton Corp..........................        726
       7     Echlin, Inc.........................        239
     125     Ford Motor Co.......................      4,701
      77     General Motors Corp.................      4,270
      19     Genuine Parts Co....................        650
      16     Goodyear Tire & Rubber Co...........      1,008
      12     ITT Industries, Inc.................        313
      11     Maytag Corp.........................        281
       8     Whirlpool Corp......................        442
                                                    --------
                                                      16,122
                                                    --------
Consumer Non-Durable (12.4%):
       5     Alberto Culver Co., Class B (c).....        150
       8     American Greetings Corp., Class A...        301
      52     Anheuser Busch Co., Inc.............      2,182
      58     Archer-Daniels-Midland Co...........      1,372
      14     Avon Products, Inc..................      1,016
       3     Ball Corp...........................         79
       6     Bemis Co............................        261
       7     Brown-Forman Corp., Class B.........        361
      49     Campbell Soup Co....................      2,461
       6     Clorox Co...........................        743
     260     Coca Cola Co........................     18,155
      31     Colgate Palmolive Co. (c)...........      1,998
      25     ConAgra, Inc........................      1,612
       4     Coors Adolph Co., Class B...........        102
      15     CPC International...................      1,412
      13     Crown Cork & Seal Co. (c)...........        698
      35     Eastman Kodak Co....................      2,717
       4     Fleming Co., Inc....................         68
      18     Fortune Brands, Inc.................        688
       8     Fruit of the Loom, Inc., Class A
               (b)...............................        257
      17     General Mills, Inc. (c).............      1,086
      58     Gillette Co.........................      5,514
</TABLE>

Continued

                                                                             31

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
Consumer Non-Durable, continued:
      39     H.J. Heinz Co.......................   $  1,776
      16     Hershey Foods Corp..................        893
      12     International Flavors &
               Fragrances, Inc...................        582
       4     Jostens, Inc........................        112
      23     Kellogg Co. (c).....................      1,948
       8     Liz Claiborne, Inc. (c).............        382
      17     Newell Co...........................        667
      30     Nike, Inc., Class B.................      1,769
     162     PepsiCo, Inc........................      6,096
     255     Philip Morris Co., Inc..............     11,331
       9     Pioneer Hi-Bred International,
               Inc...............................        736
       5     Polaroid Corp.......................        277
      71     Proctor & Gamble Co.................     10,034
      14     Quaker Oats Co......................        624
      11     Ralston Purina Group................        899
       6     Reebok International Ltd. (b).......        293
      16     Rubbermaid, Inc.....................        487
       4     Russell Corp........................        120
      51     Sara Lee, Corp......................      2,105
      39     Seagram Co., Ltd....................      1,577
       1     Springs Industries, Inc., Class A...         66
       6     Stride Rite Corp....................         73
       8     Supervalu, Inc......................        262
      19     Sysco Corp..........................        699
       7     Tupperware Corp.....................        249
      17     Unilever N V........................      3,569
      21     UST, Inc............................        578
       7     V.F. Corp...........................        589
      12     Wrigley (Wm.) Junior Co. (c)........        813
                                                    --------
                                                      92,839
                                                    --------
Consumer Services (3.3%):
      10     Brunswick Corp......................        315
      34     Comcast Corp., Class A..............        736
      41     CUC International, Inc. (b)(c)......      1,065
      10     Dow Jones & Co., Inc................        410
      15     Gannett, Inc........................      1,459
      10     Harrah's Entertainment, Inc. (b)....        191
      14     Hasbro, Inc. (c)....................        390
      26     Hilton Hotels Corp..................        696
      16     Hospitality Franchise Systems, Inc.
               (b)...............................        951
      12     ITT Corp. (b).......................        735
       4     King World Productions, Inc. (b)....        131
      10     Knight-Ridder, Inc..................        513
      13     Marriott International, Inc.........        813
      29     Mattel, Inc. (c)....................        977
      11     McGraw-Hill Co., Inc................        627
       5     Meredith Corp.......................        155
      10     New York Times Co., Class A.........        525

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
Consumer Services, continued:
      69     Tele-Communications, Inc.,
               Class A (b)(c)....................   $  1,019
      60     Time Warner, Inc....................      2,878
      11     Times Mirror Co., Class A (c).......        632
      14     Tribune Co..........................        669
      49     U.S. West, Inc. (b).................      1,856
      38     Viacom, Inc., Class B (b)...........      1,131
      71     Walt Disney Co......................      5,705
                                                    --------
                                                      24,579
                                                    --------
Energy (8.5%):
      10     Amerada Hess Corp...................        538
      52     Amoco Corp..........................      4,512
       7     Ashland, Inc........................        316
      34     Atlantic Richfield Co...............      2,393
      15     Baker Hughes, Inc...................        578
      13     Burlington Northern.................        582
      68     Chevron Corp. (c)...................      5,022
      19     Dresser Industries, Inc.............        690
     260     Exxon Corp..........................     15,988
      13     Halliburton Co......................      1,043
       2     Helmerich & Payne, Inc..............        114
       6     Kerr McGee Corp.....................        363
       3     Louisiana Land & Exploration Co.....        187
       6     McDermott International, Inc........        182
      82     Mobil Corp..........................      5,764
      33     Occidental Petroleums Corp. (c).....        839
      10     Oryx Energy Co. (b).................        217
       5     Pennzoil Co.........................        387
      27     Phillips Petroleum Co...............      1,201
       9     Rowan Cos., Inc. (b)(c).............        251
     224     Royal Dutch Petroleum Co............     12,192
       9     Santa Fe Energy Resources, Inc.
               (b)...............................        137
      25     Schlumberger Ltd....................      3,184
       8     Sun, Inc. (c).......................        243
      19     Tenneco, Inc........................        837
      27     Texaco, Inc.........................      2,984
      26     Union Pacific Resources Group,
               Inc...............................        648
      26     Unocal Corp.........................      1,000
      30     USX-Marathon Group..................        875
       6     Western Atlas, Inc. (b).............        461
                                                    --------
                                                      63,728
                                                    --------
Financial Services (14.4%):
      47     Allstate Corp.......................      3,411
      50     American Express Co.................      3,711
      25     American General Corp. (c)..........      1,209
      49     American International Group,
               Inc...............................      7,385
      17     Aon Corp............................        854
      46     Banc One Corp. (c)..................      2,212
      42     Bank of New York Co., Inc. (c)......      1,805
      75     BankAmerica Corp....................      4,871
</TABLE>

Continued

32

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
Financial Services, continued:
      16     Bankboston Corp.....................   $  1,122
       9     Bankers Trust New York Corp. (c)....        764
      22     Barnett Banks, Inc..................      1,146
       6     Beneficial Corp.....................        427
      18     Charles Schwab Corp.................        749
      46     Chase Manhattan Corp................      4,432
      18     Chubb Corp..........................      1,229
       8     Cigna Corp..........................      1,438
      49     Citicorp............................      5,876
      12     Comerica, Inc.......................        789
      19     Conseco, Inc. (c)...................        692
      22     Corestates Financial Corp...........      1,169
      11     Country Wide Credit.................        337
      74     Federal Home Loan Mortgage Corp.....      2,558
     111     Federal National Mortgage Assoc.....      4,862
      11     Fifth Third Bancorp.................        911
      14     First Bank System, Inc..............      1,195
      33     First Chicago NBD Corp..............      2,002
      29     First Union Corp. (c)...............      2,712
      27     Fleet Financial Group, Inc..........      1,713
       9     General Re Corp.....................      1,617
       7     Golden West Financial Corp..........        470
      14     Great Western Financial Corp........        754
      14     Green Tree Financial Corp...........        509
      12     H.F. Ahmanson & Co..................        509
      12     Hartford Financial Services Group...        997
      11     Household International, Inc........      1,314
      19     J.P. Morgan & Co., Inc..............      2,019
       8     Jefferson Pilot Corp................        543
      24     KeyCorp.............................      1,341
      11     Lincoln National Corp...............        694
      17     Marsh & McLennan Co.................      1,228
       4     MBIA, Inc...........................        496
      35     MBNA Corp. (c)......................      1,280
      28     Mellon Bank Corp. (c)...............      1,263
      35     Merrill Lynch & Co..................      2,071
      13     MGIC Investment Corp. (c)...........        604
      60     Morgan Stanley Dean Witter
               Discover..........................      2,584
      23     National City Corp..................      1,223
      77     NationsBank Corp....................      4,937
      39     Norwest Corp. (c)...................      2,169
      34     PNC Bank Corp.......................      1,405
      10     Providian Financial.................        324
       6     Republic N Y Corp...................        645
      13     SAFECO Corp.........................        599
      11     Salomon, Inc. (c)...................        614
       9     St. Paul Co., Inc. (c)..............        688
      24     SunTrust Banks, Inc.................      1,325
       8     Torchmark Corp......................        552
       7     TransAmerica Corp...................        646
      67     Travelers Group, Inc................      4,223
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
COMMON STOCKS, CONTINUED:
Financial Services, continued:
      16     U.S. Bancorp........................   $  1,047
      16     UNUM Corp...........................        680
      12     USF & G Corp. (c)...................        286
      18     Wachovia Corp.......................      1,044
       9     Wells Fargo & Co. (c)...............      2,548
                                                    --------
                                                     106,829
                                                    --------
Health Care (11.1%):
      82     Abbott Labs.........................      5,445
      15     Aetna...............................      1,578
       7     Allergan, Inc.......................        220
       9     Alza Corp. (b)......................        258
      68     American Home Products Co. (c)......      5,167
      28     Amgen, Inc. (b).....................      1,616
       6     Bard C.R., Inc......................        223
       6     Bausch & Lomb, Inc..................        302
      29     Baxter International, Inc...........      1,505
      14     Becton Dickinson & Co. (c)..........        697
       9     Beverly Enterprises, Inc. (b).......        152
      12     Biomet, Inc. (c)....................        226
      20     Boston Scientific Corp. (b).........      1,247
     105     Bristol Myers Squibb Co.............      8,482
      11     Cardinal Health, Inc. (c)...........        653
      70     Columbia/HCA Healthcare Corp. (c)...      2,738
      58     Eli Lilly & Co......................      6,315
       8     Guidant Corp........................        646
      36     Healthsouth Corp. (b)(c)............        898
      17     Humana, Inc. (b)....................        393
     139     Johnson & Johnson...................      8,972
       8     Mallinckrodt Group, Inc.............        320
       7     Manor Care, Inc.....................        222
      25     Medtronic, Inc......................      2,046
     126     Merck & Co., Inc....................     13,078
       5     Millipore Corp......................        220
      67     Pfizer, Inc.........................      8,052
      53     Pharmacia & Upjohn, Inc. (c)........      1,841
      77     Schering Plough Corp................      3,684
       2     Shared Medical Systems Corp. (c)....         94
       9     St. Jude Medical Center, Inc.
               (b)(c)............................        347
      30     Tenet Healthcare Corp. (b)..........        884
       7     U.S. Surgical, Corp.................        242
      19     United Healthcare Corp..............        987
      28     Warner Lambert Co...................      3,532
                                                    --------
                                                      83,282
                                                    --------
Multi-Industry (1.7%):
      29     Allied Signal, Inc..................      2,472
      24     Corning, Inc. (c)...................      1,337
       4     FMC Corp. (b).......................        283
       8     Harcourt General, Inc...............        383
      12     Loews Corp..........................      1,232
      44     Minnesota Mining & Manufacturing
               Co................................      4,487
</TABLE>

Continued

                                                                              33

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
Multi-Industry, continued:
      17     Textron, Inc........................   $  1,146
      14     TRW, Inc............................        769
      11     Whittman Corp.......................        272
                                                    --------
                                                      12,381
                                                    --------
Raw Materials (3.8%):
      12     Air Products & Chemical, Inc........        955
      23     Alcan Aluminum Ltd..................        813
      18     Allegheny Teledyne, Inc.............        491
      18     Aluminum Co. of America (c).........      1,385
      11     Armco, Inc. (b).....................         41
       5     ASARCO, Inc.........................        139
      12     Avery Dennison Corp.................        479
       6     B. F. Goodrich Co...................        244
      37     Barrick Gold Corp. (c)..............        821
      24     Battle Mountain Gold Co.............        134
      11     Bethlehem Steel Corp. (b)...........        118
      10     Cyprus Amax Minerals Co.............        253
      25     Dow Chemical Co.....................      2,141
     118     Du Pont (EI) de Nemours & Co........      7,440
       9     Eastman Chemical Co.................        556
      13     Echo Bay Mines Ltd. (b).............         72
      15     Engelhard Corp. (c).................        317
      21     Freeport-McMoran Copper & Gold,
               Class B (c).......................        660
       7     Great Lakes Chemical Corp...........        367
      11     Hercules, Inc. (c)..................        535
      15     Homestake Mining Co.................        193
      17     Inco Ltd............................        525
       5     Inland Steel Industries, Inc........        135
      61     Monsanto Co.........................      2,646
      15     Morton International, Inc...........        464
       7     Nalco Chemical Co...................        286
      16     Newmont Mining Corp.................        629
       9     Nucor Corp..........................        524
      12     Pall Corp. (c)......................        282
       7     Phelps Dodge Corp...................        580
      25     Placer Dome, Inc....................        408
      16     Praxair, Inc........................        881
       7     Reynolds Metals Co..................        485
       7     Rohm & Haas Co......................        603
      11     Sigma-Aldrich Corp..................        375
      14     Union Carbide Corp..................        674
       9     USX-U.S. Steel Group, Inc...........        305
       8     W.R. Grace & Co.....................        418
      10     Worthington Industries, Inc.........        175
                                                    --------
                                                      28,549
                                                    --------
Retail (4.8%):
      26     Albertsons, Inc.....................        965
      15     American Stores Co..................        752
      11     Charming Shoppes (b)................         55

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
Retail, continued:
      10     Circuit City Stores, Inc. (c).......   $    359
      21     Costco Companies, Inc. (b)..........        674
      17     CVS Corp............................        895
      17     Darden Restaurants, Inc.............        153
      23     Dayton Hudson Corp..................      1,207
      12     Dillard Department Stores, Inc.,
               Class A...........................        406
      21     Federated Department Stores, Inc.
               (b)...............................        740
      31     Gap, Inc............................      1,186
       6     Giant Food Inc., Class A............        208
       4     Great Atlantic & Pacific Tea,
               Inc...............................        107
      50     Home Depot, Inc.....................      3,451
      27     J.C. Penney, Inc....................      1,387
      48     K Mart, Inc. (b)(c).................        593
      26     Kroger Co. (b)......................        744
      28     Limited, Inc........................        577
       3     Longs Drug Stores, Inc..............         74
      18     Lowe's Co...........................        663
      26     May Department Stores Co............      1,236
      73     McDonald's Corp.....................      3,537
       4     Mercantile Stores Co., Inc..........        223
       9     Nordstrom, Inc......................        436
       7     Pep Boys-Manny, Moe & Jack..........        229
      12     Rite Aid Corp.......................        603
      41     Sears Roebuck & Co..................      2,195
       7     Tandy Corp..........................        380
      16     TJX Co., Inc. (c)...................        422
      29     Toys R Us, Inc. (b).................      1,027
     240     Wal-Mart Stores, Inc................      8,121
      26     Walgreen Co.........................      1,397
      13     Wendy's International, Inc..........        343
      16     Winn Dixie Stores, Inc..............        588
      14     Woolworth Corp. (b).................        329
                                                    --------
                                                      36,262
                                                    --------
Shelter (1.5%):
       4     Armstrong World Industries, Inc.....        276
       5     Boise Cascade Corp. (c).............        190
       3     Centex Corp.........................        110
      10     Champion International Co...........        540
       3     Fleetwood Enterprises, Inc..........        103
       9     Georgia Pacific Corp................        810
      31     International Paper Co..............      1,524
       9     James River Corp. of Virginia (c)...        329
       4     Kaufman & Broad Home Corp...........         70
      59     Kimberly Clark Corp.................      2,916
      11     Louisiana Pacific Corp..............        236
      17     Masco Corp. (c).....................        693
       6     Mead Corp...........................        387
       3     Potlatch Corp.......................        116
       2     Pulte Corp..........................         79
</TABLE>

Continued

34

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
Shelter, continued:
      10     Stone Container Corp. (b)...........   $    139
       6     Temple Inland, Inc..................        344
       7     Union Camp Corp.....................        373
      11     Westvaco Corp.......................        331
      21     Weyerhaeuser Co.....................      1,104
       6     Williamette Industries, Inc. (c)....        441
                                                    --------
                                                      11,111
                                                    --------
Technology (14.1%):
      35     3Com Corp. (b)(c)...................      1,566
       7     Adobe Systems, Inc..................        259
      14     Advanced Micro Devices, Inc. (b)....        510
      12     Amdahl Corp. (b)....................        107
      22     AMP, Inc............................        936
       9     Andrew Corp. (b)....................        265
      13     Apple Computer, Inc. (b)............        180
      18     Applied Materials, Inc. (b).........      1,303
       5     Auto Desk, Inc......................        201
      20     Bay Networks, Inc. (b)..............        521
      75     Boeing Co. (c)......................      3,976
      16     Cabletron Systems, Inc. (b).........        447
      69     Cisco Systems, Inc. (b).............      4,645
      29     Compaq Computer Corp. (b)(c)........      2,864
      38     Computer Associates International,
               Inc...............................      2,126
       3     Data General Corp. (b)(c)...........         90
      18     Dell Computer Corp. (b).............      2,067
      16     Digital Equipment Corp. (b).........        556
      12     DSC Communications Corp. (b)........        263
       6     EG&G, Inc...........................        129
      26     EMC Corp. (b).......................      1,006
       7     General Dynamics Corp...............        509
      13     General Instrument Corp. (b)(c).....        315
       4     Harris Corp.........................        332
     106     Hewlett Packard Co..................      5,960
      86     Intel Corp..........................     12,179
       5     Intergraph Corp. (b)................         44
     104     International Business Machines.....      9,399
      20     Lockheed Martin Corp................      2,092
      13     LSI Logic Corp. (b).................        429
      66     Lucent Technologies, Inc............      4,788
      23     McDonnell Douglas Corp..............      1,579
      22     Micron Technology, Inc. (b)(c)......        859
     126     Microsoft Corp. (b).................     15,885
      62     Motorola, Inc.......................      4,686
      13     National Semiconductor Corp. (b)....        409
      27     Northern Telecom, Ltd...............      2,417
       6     Northrop Grumman Corp. (c)..........        543
      38     Novell, Inc. (b)....................        264
      69     Oracle Corp. (b)....................      3,458
      13     Parametric Technology Corp. (b).....        566
       5     Perkin-Elmer Corp...................        371

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
Technology, continued:
       5     Raychem Corp........................   $    346
      26     Raytheon Co. (c)....................      1,308
      23     Rockwell International Corp.........      1,349
       8     Scientific-Atlanta, Inc.............        181
      26     Seagate Technology, Inc. (b)........        925
      17     Silicon Graphics, Inc. (b)..........        261
      39     Sun Microsystems, Inc. (b)..........      1,452
      12     Tandem Computers (b)................        246
       3     Tektronix, Inc......................        194
      19     Tellabs, Inc. (b)...................      1,034
      20     Texas Instruments, Inc..............      1,655
       5     Thomas & Betts Corp.................        281
      18     Unisys, Corp. (b)(c)................        136
      25     United Technologies Corp............      2,113
      34     Xerox Corp..........................      2,683
                                                    --------
                                                     105,265
                                                    --------
Transportation (1.2%):
       9     AMR Corp. (b).......................        870
      16     Burlington Northern Santa Fe
               Corp. (c).........................      1,429
       4     Caliber Systems, Inc................        151
       2     Consolidated Freightways Corp.
               (b)...............................         30
      22     CSX Corp. (c).......................      1,216
       8     Delta Air Lines, Inc................        625
      12     Federal Express Corp. (b)(c)........        719
      13     Norfolk Southern Corp...............      1,359
      15     Southwest Airlines Co...............        393
      26     Union Pacific Corp..................      1,805
       6     US Air Group (b)(c).................        219
                                                    --------
                                                       8,816
                                                    --------
Utilities (8.7%):
      52     Airtouch Communications, Inc. (b)...      1,425
      20     Alltel Corp.........................        669
      20     American Electric Power, Inc........        825
      58     Ameritech Corp......................      3,951
     169     AT&T Corp. (c)......................      5,930
      15     Baltimore Gas & Electric Co.........        412
      46     Bell Atlantic Corp. (c).............      3,487
     104     BellSouth Corp......................      4,816
      16     Carolina Power & Light Co...........        587
      22     Central & South West Corp...........        468
      16     Cinergy Corp........................        563
      11     Coastal Corp........................        562
       6     Columbia Gas System, Inc............        400
      25     Consolidated Edison Co. of New York,
               Inc...............................        724
      10     Consolidated Natural Gas Co.........        521
      15     Detroit Edison Co...................        423
      18     Dominion Resources, Inc. of
               Virginia..........................        662
      37     Duke Power Co., Inc.................      1,792
</TABLE>

Continued

                                                                              35

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
Utilities, continued:
       1     Eastern Enterprises.................   $     44
      43     Edison International................      1,067
      26     Enron Corp. (c).....................      1,070
       7     Enserch Corp........................        163
      24     Entergy Corp. (c)...................        658
      20     Florida Power & Light Group, Inc....        902
      17     Frontier Corp.......................        339
      12     General Public Utilities Corp.......        434
     101     GTE Corp............................      4,431
      27     Houston Industries (c)..............        571
      72     MCI Communications Corp.............      2,767
      15     Niagara Mohawk Power Corp. (b)......        129
       6     NICOR, Inc..........................        212
      13     Noram Energy Corp...................        200
       7     Northern States Power Co............        379
      46     NYNEX Corp..........................      2,677
      16     Ohio Edison Co......................        349
       2     Oneok, Inc..........................         78
       9     Pacific Enterprises.................        302
      30     Pacificorp..........................        663
      23     Peco Energy Corp....................        489
       3     Peoples Energy Corp.................        126
      44     PG & E Corp. (c)....................      1,077
      17     PP&L Resources, Inc.................        331
      26     Public Service Enterprise Group.....        640
      96     SBC Communications, Inc.............      5,972
       9     Sonat, Inc..........................        466
      70     Southern Co.........................      1,529
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
COMMON STOCKS, CONTINUED:
Utilities, continued:
      45     Sprint Corp.........................   $  2,384
      23     Texas Utilities.....................        806
      65     U.S. West Media Group...............      1,323
      22     Unicom Corp.........................        498
      11     Union Electric Co...................        396
      16     Williams Cos., Inc. (c).............        721
      94     WorldCom, Inc. (b)(c)...............      2,995
                                                    --------
                                                      65,405
                                                    --------
     Total Common Stocks                             712,914
                                                    --------
U.S. TREASURY OBLIGATIONS (0.1%):
U.S. Treasury Bills (0.1%):
 $   495     7/17/97 (d).........................        493
     175     8/14/97 (d).........................        174
     290     8/21/97 (d).........................        288
      30     8/28/97 (d).........................         30
      85     9/25/97 (d).........................         84
                                                    --------
     Total U.S. Treasury Obligations                   1,069
                                                    --------
REPURCHASE AGREEMENTS (4.3%):
  31,897     Aubrey G. Lanston & Co., 5.90%,
               7/1/97 (Collateralized by $31,819
               U.S. Treasury Notes, 6.13%,
               8/31/98, market value-$33,181)....     31,896
                                                    --------
     Total Repurchase Agreements                      31,896
                                                    --------
Total (Cost--$518,526) (a)                          $745,879
                                                    ========
</TABLE>

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

Percentages indicated are based on net assets of $747,856.
(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 $616. Cost for federal income tax purposes differs from value
    by net unrealized appreciation of securities as follows (amounts in
    thousands):

<TABLE>
                  <S>                                                                         <C>
                  Unrealized appreciation..................................................   $231,704
                  Unrealized depreciation..................................................     (4,967)
                                                                                              --------
                  Net unrealized appreciation..............................................   $226,737
                                                                                              ========
</TABLE>

(b) Non-income producing securities.
(c) A portion of this security was loaned as of June 30, 1997.
(d) Serves as collateral for futures contracts.

<TABLE>
<CAPTION>
                                                                        CURRENT
  NUMBER                                              OPENING           MARKET
    OF                                               POSITIONS           VALUE
CONTRACTS                CONTRACT TYPE                 (000)             (000)
- ----------     ---------------------------------     ---------          -------
<C>            <S>                                   <C>                <C>
               Long S&P 500 September 1997
    68         Futures                                $30,649           $30,269
</TABLE>

See notes to financial statements.

36

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
VALUE GROWTH FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS (98.3%):
Capital Goods (7.0%):
      64     BW/IP Holdings, Inc.................   $  1,302
      32     Case Corp...........................      2,218
      56     Cooper Industries, Inc..............      2,796
      83     Emerson Electric Co.................      4,592
     202     General Electric Co.................     13,225
      63     Ingersoll Rand Co...................      3,915
     105     Teleflex, Inc.......................      3,266
      79     Thermo Electron Corp. (b)(c)........      2,669
                                                    --------
                                                      33,983
                                                    --------
Consumer Durable (2.6%):
     131     Autozone, Inc. (b)..................      3,077
     144     Chrysler Corp.......................      4,725
      69     Lear Corp. (b)......................      3,049
      38     Whirlpool Corp......................      2,068
                                                    --------
                                                      12,919
                                                    --------
Consumer Non-Durable (11.5%):
     146     Archer-Daniels-Midland Co...........      3,419
      97     Coca Cola Co........................      6,759
      49     Dole Food, Inc......................      2,108
      72     McCormick & Co., Inc................      1,813
     178     PepsiCo, Inc........................      6,667
     220     Philip Morris Co., Inc..............      9,776
      33     Proctor & Gamble Co. (c)............      4,647
      66     Quaker Oats Co......................      2,966
      91     Revlon, Inc. (b)....................      4,710
     111     RJR Nabisco Holdings Corp...........      3,670
     111     Supervalu, Inc......................      3,833
     121     Sysco Corp. (c).....................      4,431
      37     Universal Corp......................      1,184
                                                    --------
                                                      55,983
                                                    --------
Consumer Services (5.6%):
      49     Belo (A.H.) Corp., Series A.........      2,044
      80     Callaway Golf Co. (c)...............      2,822
     155     CUC International, Inc. (b)(c)......      3,996
     118     Hasbro, Inc. (c)....................      3,357
     114     Hilton Hotels Corp..................      3,031
      65     Mattel, Inc. (c)....................      2,198
      51     MGM Grand, Inc. (b)(c)..............      1,876
     114     Time Warner, Inc....................      5,486
      33     Walt Disney Co......................      2,616
                                                    --------
                                                      27,426
                                                    --------
Energy (7.2%):
      46     Ashland, Inc........................      2,133
      55     Atlantic Richfield Co...............      3,863
      41     Devon Energy Corp...................      1,507
      38     Dresser Industries, Inc. (c)........      1,430
     151     Exxon Corp..........................      9,274
      74     Mapco, Inc..........................      2,322
      96     Mobil Corp..........................      6,708
     101     Tosco Corp..........................      3,018
     102     USX-Marathon Group..................      2,942
      53     Weatherford Enterra, Inc. (b).......      2,033
                                                    --------
                                                      35,230
                                                    --------

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
Financial Services (15.0%):
       7     American International Group,
               Inc...............................   $    986
     101     BankAmerica Corp....................      6,521
      29     Cigna Corp..........................      5,183
     103     Equitable Co., Inc. (c).............      3,435
     158     Federal National Mortgage Assoc.....      6,869
      53     First Union Corp. (c)...............      4,940
      26     First Virginia Banks, Inc...........      1,568
      66     Fleet Financial Group, Inc..........      4,193
      54     Hartford Financial Services Group...      4,444
      77     Mellon Bank Corp....................      3,452
      81     Morgan Stanley Dean Witter
               Discover..........................      3,484
      79     National City Corp..................      4,121
      51     Pacific Century Financial Corp......      2,359
      25     Provident Co., Inc. (c).............      1,348
      62     Regions Financial Corp..............      1,961
      79     Southtrust Corp.....................      3,269
      75     SunTrust Banks, Inc.................      4,124
      33     TransAmerica Corp...................      3,088
     102     Travelers Group, Inc................      6,458
      31     Washington Mutual, Inc. (c).........      1,876
                                                    --------
                                                      73,679
                                                    --------
Health Care (12.4%):
      88     Abbott Labs.........................      5,861
      46     Amgen, Inc. (b).....................      2,685
      69     Baxter International, Inc...........      3,605
      49     Boston Scientific Corp. (b).........      3,004
     104     Bristol Myers Squibb Co.............      8,400
      34     Cardinal Health, Inc. (c)...........      1,947
      35     Centocor, Inc. (b)..................      1,072
      85     Columbia/HCA Healthcare Corp. (c)...      3,334
      61     Eli Lilly & Co......................      6,635
      35     Guidant Corp........................      2,958
      20     HBO & Co............................      1,384
     105     Merck & Co., Inc....................     10,908
      44     Phycor, Inc. (b)(c).................      1,529
     105     Schering Plough Corp................      5,008
      51     Vencor, Inc. (b)....................      2,219
                                                    --------
                                                      60,549
                                                    --------
Raw Materials (5.3%):
      69     B. F. Goodrich Co...................      2,971
      46     Betzdearborn, Inc. (c)..............      3,023
      55     Du Pont (EI) de Nemours & Co........      3,458
      57     Ferro Corp..........................      2,094
      53     Lubrizol Corp.......................      2,227
      67     Monsanto Co.........................      2,902
      75     Morton International, Inc...........      2,249
      64     Nalco Chemical Co...................      2,472
      49     Praxair, Inc........................      2,727
     100     Wellman, Inc........................      1,731
                                                    --------
                                                      25,854
                                                    --------
Retail (5.5%):
      85     Dollar General Corp.................      3,193
     139     Just For Feet, Inc. (b)(c)..........      2,429
     117     Kroger Co. (b)......................      3,384
     179     Officemax, Inc. (b).................      2,580
</TABLE>

Continued

                                                                             37

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
VALUE GROWTH FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
Retail, continued:
      48     Outback Steakhouse, Inc. (b)........   $  1,154
      65     TJX Co., Inc. (c)...................      1,709
     106     Toys R Us, Inc. (b)(c)..............      3,700
     260     Wal-Mart Stores, Inc................      8,801
                                                    --------
                                                      26,950
                                                    --------
Shelter (1.9%):
     125     Kaufman & Broad Home Corp...........      2,202
      59     Masco Corp. (c).....................      2,451
      61     Pentair, Inc........................      2,012
      48     Weyerhaeuser Co.....................      2,480
                                                    --------
                                                       9,145
                                                    --------
Technology (14.7%):
      27     Altera Corp. (b)....................      1,369
      85     Analog Devices, Inc. (b)(c).........      2,268
      44     Applied Materials, Inc. (b).........      3,144
      46     BMC Software, Inc. (b)..............      2,558
      53     Cadence Design Systems, Inc
               (b)(c)............................      1,782
      95     Cisco Systems, Inc. (b).............      6,404
      45     Compaq Computer Corp. (b)(c)........      4,446
      34     Dell Computer Corp. (b).............      3,946
      23     General Motors Corp., Class H.......      1,299
      90     Hewlett Packard Co..................      5,034
      67     Intel Corp..........................      9,544
      84     International Business Machines.....      7,612
      30     Lockheed Martin Corp................      3,107
      40     Lucent Technologies, Inc............      2,861
      98     Microsoft Corp. (b).................     12,361
      77     Orbital Sciences Corp. (b)(c).......      1,222
      63     Rohr Industries, Inc. (b)...........      1,375
      36     Teradyne, Inc. (b)..................      1,425
                                                    --------
                                                      71,757
                                                    --------

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
Utilities (9.6%):
      44     AES Corp. (b)(c)....................   $  3,141
      49     Century Telephone Enterprises.......      1,661
     162     Edison International................      4,032
      99     Enron Corp. (c).....................      4,045
      91     General Public Utilities Corp.......      3,279
     151     GTE Corp............................      6,638
      82     MCI Communications Corp.............      3,147
      64     MCN Corp. (c).......................      1,957
      51     National Fuel Gas Co................      2,151
     107     New York State Electric & Gas.......      2,240
     112     SBC Communications, Inc.............      6,924
      91     Sprint Corp.........................      4,794
      80     Texas Utilities.....................      2,769
                                                    --------
                                                      46,778
                                                    --------
     Total Common Stocks                             480,253
                                                    --------
U.S. TREASURY OBLIGATIONS (0.2%):
U.S. Treasury Bills (0.2%):
 $   475     7/17/97 (d).........................        474
     445     8/14/97 (d).........................        442
                                                    --------
     Total U.S. Treasury Obligations                     916
                                                    --------
REPURCHASE AGREEMENTS (1.6%):
  7,683      Aubrey G. Lanston & Co., 5.90%,
               7/1/97 (Collateralized by $7,674
               U.S. Treasury Notes, 6.25%,
               8/31/00, market value-$7,996).....      7,683
                                                    --------
     Total Repurchase Agreements                       7,683
                                                    --------
Total (Cost--$412,230) (a)                          $488,852
                                                    ========
</TABLE>

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

Percentages indicated are based on net assets of $488,660.
(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 $8. Cost for federal income tax purposes differs from value by
    net unrealized appreciation of securities as follows (amounts in thousands):

<TABLE>
                  <S>                                                                         <C>
                  Unrealized appreciation..................................................   $80,161
                  Unrealized depreciation..................................................    (3,547)
                                                                                              -------
                  Net unrealized appreciation..............................................   $76,614
                                                                                              =======
</TABLE>

(b) Non-income producing securities.
(c) A portion of this security was loaned as of June 30, 1997.
(d) Serves as collateral for futures contracts.

<TABLE>
<CAPTION>
                                                                        CURRENT
  NUMBER                                              OPENING           MARKET
    OF                                               POSITIONS           VALUE
CONTRACTS                CONTRACT TYPE                 (000)             (000)
- ----------     ---------------------------------     ---------          -------
<C>            <S>                                   <C>                <C>
               Long S&P 500 September 1997
    18         Futures                                $7,680            $8,012
</TABLE>

See notes to financial statements.

38

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
LARGE COMPANY VALUE FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<S>          <C>                                    <C>
COMMON STOCKS (93.5%):
Business Equipment & Services (0.8%):
     180     Browning-Ferris Industries, Inc.
               (c)...............................   $  5,985
                                                    --------
Capital Goods (2.5%):
     100     Case Corp...........................      6,888
     100     Ingersoll Rand Co...................      6,175
     200     Westinghouse Electric Corp..........      4,625
                                                    --------
                                                      17,688
                                                    --------
Consumer Durable (3.5%):
      50     Autozone, Inc. (b)..................      1,178
     250     Chrysler Corp.......................      8,203
     275     General Motors Corp.................     15,314
                                                    --------
                                                      24,695
                                                    --------
Consumer Non-Durable (5.8%):
     200     American Greetings Corp., Class A...      7,425
     100     Archer-Daniels-Midland Co...........      2,350
     115     Ball Corp...........................      3,457
      50     IBP, Inc. (c).......................      1,163
     497     RJR Nabisco Holdings Corp...........     16,414
     300     Supervalu, Inc......................     10,350
                                                    --------
                                                      41,159
                                                    --------
Consumer Services (0.8%):
     195     Viacom, Inc., Class A (b)...........      5,789
                                                    --------
Energy (18.7%):
     100     Amoco Corp..........................      8,694
      50     Ashland, Inc........................      2,319
     330     Atlantic Richfield Co...............     23,265
      50     Chevron Corp. (c)...................      3,697
     100     Dresser Industries, Inc. (c)........      3,725
     500     Exxon Corp..........................     30,748
     262     Mobil Corp..........................     18,307
     456     Royal Dutch Petroleum Co. (c).......     24,795
     100     Tenneco, Inc........................      4,519
     440     USX-Marathon Group..................     12,705
                                                    --------
                                                     132,774
                                                    --------
Financial Services (24.6%):
     170     Allstate Corp.......................     12,410
     239     BankAmerica Corp. (c)...............     15,430
      56     Bankboston Corp.....................      4,021
      60     Chase Manhattan Corp................      5,824
      63     Cigna Corp..........................     11,094
     220     Federal National Mortgage Assoc.....      9,598
     115     First Union Corp....................     10,638
      80     Fleet Financial Group, Inc. (c).....      5,060
     165     Great Western Financial Corp........      8,869
     130     Hartford Financial Services Group...     10,758
     100     J.P. Morgan & Co., Inc..............     10,438
     104     KeyCorp (c).........................      5,794
     110     Lincoln National Corp...............      7,081
     130     Mellon Bank Corp. (c)...............      5,866

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<S>          <C>                                    <C>
COMMON STOCKS, CONTINUED:
Financial Services, continued:
     116     Morgan Stanley Dean Witter
               Discover (c)......................   $  4,974
     245     NationsBank Corp....................     15,803
      50     Pacific Century Financial Corp......      2,313
      50     Southtrust Corp.....................      2,069
      50     SunTrust Banks, Inc.................      2,753
      40     TransAmerica Corp...................      3,743
     320     Travelers Group, Inc................     20,176
                                                    --------
                                                     174,712
                                                    --------
Health Care (4.0%):
      65     Aetna (c)...........................      6,654
      50     Bard C.R., Inc......................      1,816
     100     Baxter International, Inc...........      5,225
     100     Biomet, Inc. (c)....................      1,863
     100     Columbia/HCA Healthcare Corp. (c)...      3,931
     100     Healthsource, Inc. (b)..............      2,169
     118     Pharmacia & Upjohn, Inc. (c)........      4,083
      40     St. Jude Medical Center, Inc.
               (b)(c)............................      1,560
      25     United Healthcare Corp..............      1,300
                                                    --------
                                                      28,601
                                                    --------
Multi-Industry (0.4%):
      30     Loews Corp..........................      3,004
                                                    --------
Raw Materials (3.3%):
      81     Alumax, Inc. (b)....................      3,073
      40     Aluminum Co. of America (c).........      3,015
      50     B. F. Goodrich Co...................      2,166
     150     Cyprus Amax Minerals Co. (c)........      3,675
      31     Dow Chemical Co.....................      2,701
     220     Nalco Chemical Co. (c)..............      8,497
                                                    --------
                                                      23,127
                                                    --------
Retail (2.8%):
     150     Dillard Department Stores, Inc.,
               Class A...........................      5,194
     180     May Department Stores Co. (c).......      8,505
      50     Rite Aid Corp. (c)..................      2,494
     115     Toys R Us, Inc. (b)(c)..............      4,025
                                                    --------
                                                      20,218
                                                    --------
Shelter (2.7%):
     125     International Paper Co. (c).........      6,070
     150     Masco Corp. (c).....................      6,263
     127     Weyerhaeuser Co.....................      6,604
                                                    --------
                                                      18,937
                                                    --------
Technology (12.3%):
     100     Applied Materials, Inc. (b).........      7,081
      19     Boeing Co. (c)......................      1,003
     335     International Business Machines.....     30,195
     200     Litton Industries, Inc. (b).........      9,663
</TABLE>

Continued

                                                                             39

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
LARGE COMPANY VALUE FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
Technology, continued:
      70     Lockheed Martin Corp................   $  7,249
      50     McDonnell Douglas Corp..............      3,425
     140     Motorola, Inc.......................     10,640
     100     National Semiconductor Corp. (b)....      3,063
     110     Rockwell International Corp.........      6,490
     100     Texas Instruments, Inc. (c).........      8,406
                                                    --------
                                                      87,215
                                                    --------
Transportation (0.4%):
      30     Burlington Northern Santa Fe
               Corp. (c).........................      2,696
                                                    --------
Utilities (10.9%):
     145     American Electric Power, Inc........      6,090
     108     Bell Atlantic Corp. (c).............      8,195
     200     BellSouth Corp......................      9,274
      72     Dominion Resources, Inc. of
               Virginia..........................      2,637
     280     Edison International................      6,965
      31     El Paso Natural Gas.................      1,688
     139     Enron Corp. (c).....................      5,673
     100     Florida Power & Light Group, Inc....      4,606

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
Utilities, continued:
     100     General Public Utilities Corp.......   $  3,588
      82     GTE Corp............................      3,598
     200     MCI Communications Corp.............      7,656
      50     NYNEX Corp..........................      2,881
     112     SBC Communications, Inc.............      6,930
      87     Southern Co.........................      1,903
     110     Sprint Corp.........................      5,789
                                                    --------
                                                      77,473
                                                    --------
     Total Common Stocks                             664,073
                                                    --------
REPURCHASE AGREEMENTS (6.5%):
 $46,324     Prudential Securities, 6.05%,
               due 7/1/97 (collateralized by
               $63,935 various U.S. Government
               Securities, 5.71%-7.70%,
               6/23/98-5/1/25, market
               value--$47,476)...................     46,324
                                                    --------
     Total Repurchase Agreements                      46,324
                                                    --------
Total (Cost--$581,154) (a)                          $710,397
                                                    ========
</TABLE>

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

Percentages indicated are based on net assets of $710,276.

(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 $2,392. Cost for federal income tax purposes differs from
    value by net unrealized appreciation of securities as follows (amounts in
    thousands):

<TABLE>
                  <S>                                                                         <C>
                  Unrealized appreciation..................................................   $130,950
                  Unrealized depreciation..................................................     (4,099)
                                                                                              --------
                  Net unrealized appreciation..............................................   $126,851
                                                                                              ========
</TABLE>

(b) Non-income producing securities.

(c) A portion of this security was loaned as of June 30, 1997.

See notes to financial statements.

40

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
DISCIPLINED VALUE FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS (95.5%):
Business Equipment & Services (0.6%):
     192     Olsten Corp.........................   $  3,732
                                                    --------
Capital Goods (5.6%):
      48     Belden, Inc.........................      1,635
      49     BW/IP Holdings, Inc.................        993
      27     Crane Co............................      1,141
      73     Durco International, Inc............      2,124
     127     Harsco Corp.........................      5,135
     153     Mark IV Industries, Inc.............      3,660
      59     Medusa Corp.........................      2,245
     213     Molex, Inc..........................      7,785
      87     Southdown, Inc......................      3,795
      51     Tecumseh Products Co................      3,066
      84     Teleflex, Inc.......................      2,631
                                                    --------
                                                      34,210
                                                    --------
Consumer Durable (1.3%):
     116     Arvin Industries, Inc...............      3,168
      55     Lear Corp. (b)......................      2,441
      40     Whirlpool Corp. (c).................      2,183
                                                    --------
                                                       7,792
                                                    --------
Consumer Non-Durable (5.1%):
      44     American Greetings Corp., Class A...      1,634
      85     Dean Foods Co.......................      3,432
      35     Dole Food, Inc......................      1,496
     125     Hormel Foods Corp...................      3,359
      60     Intimate Brands, Inc. (c)...........      1,260
      98     McCormick & Co., Inc................      2,475
      42     Newell Co...........................      1,664
      30     Smithfield Foods, Inc. (b)..........      1,845
      36     Sysco Corp..........................      1,314
     345     Tyson Foods, Inc., Class A..........      6,597
     110     Universal Corp......................      3,493
      81     Warnaco Group, Inc..................      2,582
                                                    --------
                                                      31,151
                                                    --------
Consumer Services (3.5%):
      32     Belo (A.H.) Corp., Series A.........      1,332
      40     Callaway Golf Co. (c)...............      1,420
      65     Hasbro, Inc. (c)....................      1,844
      34     Houghton Mifflin Co.................      2,270
     107     International Game Technologies.....      1,899
      31     King World Productions, Inc. (b)....      1,085
     143     MGM Grand, Inc. (b).................      5,291
      15     Washington Post Co..................      5,970
                                                    --------
                                                      21,111
                                                    --------
Energy (2.8%):
      52     Devon Energy Corp...................      1,911
     163     Mapco, Inc..........................      5,141
      66     Parker & Parsley Petroleum Co.
               (c)...............................      2,333

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
Energy, continued:
      73     Valero Energy Corp. (c).............   $  2,657
      70     Vintage Petroleum, Inc..............      2,153
      80     Weatherford Enterra, Inc. (b).......      3,080
                                                    --------
                                                      17,275
                                                    --------
Financial Services (22.6%):
     118     A.G. Edwards, Inc...................      5,089
     194     Bear Stearns Co., Inc. (c)..........      6,632
      33     Capmac Holdings, Inc................      1,096
     105     Central Fidelity Banks, Inc. (c)....      3,738
     140     Crestar Financial Corp..............      5,443
      42     Equitable of Iowa Co................      2,374
     147     First American Bank Corp............      6,732
     180     First Security Corp.................      4,916
     111     First Tennessee National Corp.
               (c)...............................      5,304
      95     First Virginia Banks, Inc...........      5,706
     177     Firstar Corp........................      5,553
      60     Gatx Corp...........................      3,465
      92     Mercantile Bancorporation (c).......      5,589
      81     Mercantile Bankshares Corp..........      3,240
      41     National City Corp..................      2,126
     151     Pacific Century Financial Corp......      6,961
     188     Paine Webber Group, Inc.............      6,580
     117     PMI Group, Inc. (c).................      7,298
     164     Provident Co., Inc..................      8,774
     348     Regions Financial Corp..............     11,005
      84     Reliance Group Holdings, Inc........        998
     258     Southtrust Corp.....................     10,671
     149     Summit Bancorp (c)..................      7,469
      34     Transatlantic Holdings, Inc. (c)....      3,335
      66     Washington Mutual, Inc. (c).........      3,944
      52     Wilmington Trust Corp...............      2,379
                                                    --------
                                                     136,417
                                                    --------
Health Care (7.8%):
      48     Advanced Technology Labs, Inc.
               (b)...............................      2,064
      60     Bard C.R., Inc......................      2,179
     113     Bergen Brunswig Corp................      3,157
      86     Forest Laboratories, Class A (b)....      3,580
     160     Genzyme Corp. (b)(c)................      4,440
      20     HBO & Co............................      1,378
      97     Healthsource, Inc. (b)..............      2,099
      62     Hillenbrand Industry, Inc...........      2,945
     115     McKesson Corp. (c)..................      8,914
     276     Mylan Laboratories (c)..............      4,067
      55     Pacificare Health (b)(c)............      3,509
     165     Vencor, Inc. (b)(c).................      7,136
      40     Watson Pharmaceutical, Inc. (b).....      1,690
                                                    --------
                                                      47,158
                                                    --------
</TABLE>

Continued

                                                                            41

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
DISCIPLINED VALUE FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
Raw Materials (7.2%):
      89     Albemarle Corp......................   $  1,875
      57     Allegheny Teledyne, Inc.............      1,539
      91     Alumax, Inc. (b)....................      3,452
      43     B. F. Goodrich Co...................      1,862
      96     Crompton & Knowles Corp.............      2,136
     132     Ferro Corp..........................      4,881
      23     Fuller (H. B.) Co...................      1,238
      98     Hanna (M.A.) Co.....................      2,831
     150     Lubrizol Corp.......................      6,289
      46     Nalco Chemical Co...................      1,777
     120     Olin Corp...........................      4,688
      75     Schulman, Inc.......................      1,835
      54     Sigma-Aldrich Corp..................      1,893
     154     Wellman, Inc........................      2,676
     129     Witco Corp..........................      4,894
                                                    --------
                                                      43,866
                                                    --------
Retail (4.6%):
      89     Apple South, Inc. (c)...............      1,350
     132     Cracker Barrel......................      3,498
     138     Family Dollar Stores................      3,747
      81     Fred Meyer, Inc. (b)(c).............      4,171
      66     Hannaford Brothers Co...............      2,344
      70     Just For Feet, Inc. (b)(c)..........      1,221
     320     Officemax, Inc. (b).................      4,620
      96     Outback Steakhouse, Inc. (b)........      2,322
      33     Sbarro, Inc.........................        910
      50     Toys R Us, Inc. (b).................      1,750
      55     Waban, Inc. (b).....................      1,770
                                                    --------
                                                      27,703
                                                    --------
Shelter (3.0%):
      82     Bowater, Inc........................      3,793
      41     Consolidated Papers, Inc............      2,225
     168     Kaufman & Broad Home Corp...........      2,951
      87     P.H. Glatfelter and Co..............      1,740
     137     Pentair, Inc........................      4,509
      69     Rayonier, Inc.......................      2,894
                                                    --------
                                                      18,112
                                                    --------
Technology (8.4%):
      33     Advanced Micro Devices, Inc. (b)....      1,188
      97     Analog Devices, Inc. (b)(c).........      2,578
     100     Arrow Electronics, Inc. (b).........      5,318
     121     Avnet, Inc..........................      6,929
      16     Compaq Computer Corp. (b)(c)........      1,588
      44     Lattice Semiconductor Corp. (b).....      2,486
      46     Litton Industries, Inc. (b).........      2,222
     126     Octel Communications Corp. (b)......      2,963
     100     Orbital Sciences Corp. (b)..........      1,595

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
                                   COMMON STOCKS, CONTINUED:
Technology, continued:
     220     Quantum Corp. (b)(c)................   $  4,483
      33     Seagate Technology, Inc. (b)........      1,161
      93     Storage Technology Corp. (b)........      4,152
      81     Stratus Computer (b)................      4,025
     200     Teradyne, Inc. (b)..................      7,849
      36     Thiokol Corp........................      2,520
                                                    --------
                                                      51,057
                                                    --------
Transportation (2.0%):
      53     APL Ltd.............................      1,656
     100     ASA Holdings, Inc...................      2,863
     137     CNF Transportation, Inc.............      4,418
      31     Kansas City Southern Industries.....      2,000
      57     Yellow Corp. (b)....................      1,275
                                                    --------
                                                      12,212
                                                    --------
Utilities (21.0%):
      62     AES Corp. (b).......................      4,387
     119     AGL Resources.......................      2,448
     266     Allegheny Power Systems, Inc........      7,099
     140     American Water Works, Inc. (c)......      2,993
      98     Brooklyn Union Gas..................      2,817
      60     Calenergy, Inc. (b).................      2,280
     170     Century Telephone Enterprises.......      5,727
      96     Cincinnati Bell, Inc. (c)...........      3,024
     102     Cinergy Corp........................      3,551
     251     CMS Energy Corp. (c)................      8,849
     292     Edison International................      7,273
      78     El Paso Natural Gas.................      4,290
      70     Florida Power & Light Group, Inc....      3,224
      85     General Public Utilities Corp.......      3,049
      99     Kansas City Power & Light...........      2,829
     263     L G & E Energy Corp.................      5,798
     139     MCN Corp. (c).......................      4,257
     168     Midamerican Energy Holdings Co......      2,909
     118     Montana Power Co....................      2,731
     132     National Fuel Gas Co................      5,536
     402     Nextel Communications, Inc.,
               Class A (b)(c)....................      7,603
     103     Nipsco Industries, Inc. (c).........      4,255
     235     Pinnacle West Capital...............      7,053
     164     Public Service Co. of Colorado
               (c)...............................      6,806
     120     Questar Corp........................      4,845
      84     Scana Corp..........................      2,084
      75     Southwestern Public Service Co......      2,960
     260     Teco Energy, Inc. (c)...............      6,646
                                                    --------
                                                     127,323
                                                    --------
  Total Common Stocks............................    579,119
                                                    --------
</TABLE>

Continued

42

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
DISCIPLINED VALUE FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
REPURCHASE AGREEMENTS (4.8%):
  29,318     Prudential Securities, 6.05%, due
               7/1/97 (collateralized by $29,953
               various U.S. Government
               Securities, 0.00% - 9.25%,
               2/15/98 - 7/15/17, market value --
               $29,905)..........................   $ 29,318
                                                    --------
  Total Repurchase Agreements                         29,318
                                                    --------
Total (Cost--$510,158) (a)                          $608,437
                                                    ========
</TABLE>

Percentages indicated are based on net assets of $606,710.

(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 $224. Cost for federal income tax purposes differs from value
    by net unrealized appreciation of securities as follows (amounts in
    thousands):

<TABLE>
                  <S>                                                                         <C>
                  Unrealized appreciation..................................................   $101,949
                  Unrealized depreciation..................................................     (3,894)
                                                                                              --------
                  Net unrealized appreciation..............................................   $ 98,055
                                                                                              ========
</TABLE>

(b) Non-income producing securities.

(c) A portion of this security was loaned as of June 30, 1997.

See notes to financial statements.

                                                                             43

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
LARGE COMPANY GROWTH FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                          MARKET
 AMOUNT            SECURITY DESCRIPTION            VALUE
- ---------    ---------------------------------   ----------
<C>          <S>                                 <C>
COMMON STOCKS (98.1%):
Business Equipment & Services (1.8%):
     240     Automatic Data Processing, Inc.
               (c)............................   $   11,280
      35     Computer Sciences Corp. (b)......        2,524
     190     Interpublic Group Co., Inc.......       11,650
                                                 ----------
                                                     25,454
                                                 ----------
Capital Goods (9.2%):
     340     Emerson Electric Co..............       18,721
      40     Fluor Corp.......................        2,208
   1,100     General Electric Co..............       71,912
      85     Honeywell, Inc...................        6,449
     100     Illinois Tool Works..............        4,994
     150     Ingersoll Rand Co................        9,263
     187     Molex, Inc. (c)..................        6,844
      50     Thermo Electron Corp. (b)(c).....        1,700
     105     Tyco International, Ltd. (c).....        7,304
                                                 ----------
                                                    129,395
                                                 ----------
Consumer Durable (0.2%):
     105     Autozone, Inc. (b)...............        2,474
                                                 ----------
Consumer Non-Durable (20.6%):
     220     Anheuser Busch Co., Inc. (c).....        9,226
     745     Coca Cola Co.....................       51,976
     270     Colgate Palmolive Co. (c)........       17,618
      95     CPC International................        8,770
     135     Eastman Kodak Co.................       10,361
     195     Gillette Co......................       18,533
     410     H.J. Heinz Co....................       18,911
      50     Hershey Foods Corp...............        2,766
      30     International Flavors &
               Fragrances, Inc................        1,515
      80     Newell Co........................        3,170
     100     Nike, Inc., Class B (c)..........        5,838
     690     PepsiCo, Inc.....................       25,918
   1,020     Philip Morris Co., Inc...........       45,263
      70     Pioneer Hi-Bred International,
               Inc............................        5,600
     250     Proctor & Gamble Co..............       35,313
      25     Quaker Oats Co...................        1,122
     250     Sara Lee, Corp...................       10,406
     175     Sysco Corp.......................        6,388
      50     Unilever N V.....................       10,703
                                                 ----------
                                                    289,397
                                                 ----------
Consumer Services (5.9%):
      20     Comcast Corp., Class A...........          428
     170     CUC International, Inc. (b)(c)...        4,388
     160     Gannett, Inc.....................       15,800
     180     Hilton Hotels Corp...............        4,781
     175     Mattel, Inc. (c).................        5,928

<CAPTION>
SHARES OR
PRINCIPAL                                          MARKET
 AMOUNT            SECURITY DESCRIPTION            VALUE
- ---------    ---------------------------------   ----------
<C>          <S>                                 <C>
COMMON STOCKS, CONTINUED:
Consumer Services, continued:
     270     McGraw-Hill Co., Inc.............   $   15,879
     305     Time Warner, Inc.................       14,716
     250     Walt Disney Co...................       20,063
                                                 ----------
                                                     81,983
                                                 ----------
Energy (1.7%):
      50     Halliburton Co...................        3,963
      20     Mobil Corp.......................        1,398
      90     Schlumberger Ltd.................       11,249
     100     Union Pacific Resources Group,
               Inc............................        2,488
     105     Unocal Corp......................        4,075
                                                 ----------
                                                     23,173
                                                 ----------
Financial Services (6.8%):
     125     American Express Co..............        9,313
     175     American International Group,
               Inc............................       26,139
      40     Charles Schwab Corp..............        1,628
     185     Chase Manhattan Corp.............       17,957
     490     Federal National Mortgage
               Assoc..........................       21,376
      60     First Union Corp.................        5,550
      40     J.P. Morgan & Co., Inc...........        4,175
      50     Marsh & McLennan Co..............        3,569
      90     U.S. Bancorp.....................        5,771
                                                 ----------
                                                     95,478
                                                 ----------
Health Care (19.5%):
     365     Abbott Labs......................       24,364
     305     Alza Corp. (b)(c)................        8,826
     160     American Home Products Co........       12,240
     140     Amgen, Inc. (b)..................        8,138
      45     Baxter International, Inc........        2,351
      70     Boston Scientific Corp. (b)(c)...        4,301
     360     Bristol Myers Squibb Co..........       29,160
     100     Cardinal Health, Inc. (c)........        5,725
      95     Columbia/HCA Healthcare Corp.
               (c)............................        3,735
     240     Elan Corp., PLC (b)(c)...........       10,860
     220     Eli Lilly & Co...................       24,049
      10     Guidant Corp.....................          850
     100     Healthsouth Corp. (b)(c).........        2,494
     395     Johnson & Johnson (c)............       25,428
     135     Medtronic, Inc...................       10,935
     470     Merck & Co., Inc.................       48,643
     235     Pfizer, Inc......................       28,083
     230     Schering Plough Corp.............       11,011
     100     Warner Lambert Co................       12,425
                                                 ----------
                                                    273,618
                                                 ----------
Multi-Industry (1.6%):
      60     Allied Signal, Inc. (c)..........        5,040
     165     Minnesota Mining & Manufacturing
               Co.............................       16,830
                                                 ----------
                                                     21,870
                                                 ----------
</TABLE>

Continued

44

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
LARGE COMPANY GROWTH FUND
- --------------------------------------------------------------------------------
SCHEDULEOF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                          MARKET
 AMOUNT            SECURITY DESCRIPTION            VALUE
- ---------    ---------------------------------   ----------
<C>          <S>                                 <C>
COMMON STOCKS, CONTINUED:
Raw Materials (4.1%):
      85     Air Products & Chemical, Inc.....   $    6,906
     375     Du Pont (EI) de Nemours & Co.....       23,578
     240     Monsanto Co......................       10,335
     225     Nalco Chemical Co................        8,691
     340     Pall Corp. (c)...................        7,905
                                                 ----------
                                                     57,415
                                                 ----------
Retail (5.6%):
      60     Dayton Hudson Corp. (c)..........        3,191
     140     Gap, Inc. (c)....................        5,443
     210     Home Depot, Inc..................       14,477
     175     Kroger Co. (b)...................        5,075
      30     May Department Stores Co.........        1,418
     290     McDonald's Corp..................       14,011
     890     Wal-Mart Stores, Inc.............       30,092
      90     Walgreen Co......................        4,826
                                                 ----------
                                                     78,533
                                                 ----------
Shelter (1.3%):
     360     Kimberly Clark Corp..............       17,910
                                                 ----------
Technology (16.2%):
      15     3Com Corp. (b)(c)................          675
      40     Applied Materials, Inc. (b)......        2,833
      70     Cabletron Systems, Inc. (b)......        1,982
     330     Cisco Systems, Inc. (b)..........       22,151
     110     Compaq Computer Corp.(b)(c)......       10,918
      95     Computer Associates
               International, Inc.............        5,290
      70     Dell Computer Corp. (b)..........        8,221

<CAPTION>
SHARES OR
PRINCIPAL                                          MARKET
 AMOUNT            SECURITY DESCRIPTION            VALUE
- ---------    ---------------------------------   ----------
<C>          <S>                                 <C>
COMMON STOCKS, CONTINUED:
Technology, continued:
     390     Hewlett Packard Co...............   $   21,840
     313     Intel Corp.......................       44,387
      80     International Business
               Machines.......................        7,215
     250     Lucent Technologies, Inc.........       18,016
     480     Microsoft Corp. (b)..............       60,659
      75     Northern Telecom, Ltd............        6,825
     200     Oracle Corp. (b).................       10,075
      45     Parametric Technology Corp.
               (b)............................        1,915
      40     Texas Instruments, Inc...........        3,363
                                                 ----------
                                                    226,365
                                                 ----------
Utilities (3.6%):
      25     Enron Corp. (c)..................        1,020
     370     GTE Corp.........................       16,234
     350     SBC Communications, Inc..........       21,656
     380     WorldCom, Inc. (b)...............       12,160
                                                 ----------
                                                     51,070
                                                 ----------
  Total Common Stocks                             1,374,135
                                                 ----------
REPURCHASE AGREEMENTS (2.0%):
$ 28,027     Prudential Securities, 6.05%, due
               7/1/97 (collateralized by
               $28,883 various U.S. Government
               Securities, 0.00%-5.75%,
               9/25/97-10/31/00, market value
               -- $28,588)....................       28,027
  Total Repurchase Agreements                        28,027
                                                 ----------
  Total (Cost--$953,962) (a)                     $1,402,162
                                                 ==========
</TABLE>

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

Percentages indicated are based on net assets of $1,401,042.
(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 $700. Cost for federal income tax purposes differs from value
    by net unrealized appreciation of securities as follows (amounts in
    thousands):

<TABLE>
                  <S>                                                                         <C>
                  Unrealized appreciation..................................................   $450,466
                  Unrealized depreciation..................................................     (2,966)
                                                                                              --------
                  Net unrealized appreciation..............................................   $447,500
                                                                                              ========
</TABLE>

(b) Non-income producing securities.
(c) A portion of this security was loaned as of June 30, 1997.

See notes to financial statements.

                                                                              45

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
GROWTH OPPORTUNITIES FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS (93.4%):
Business Equipment & Services (13.9%):
     134     America Online, Inc. (b)............   $  7,426
     112     Cintas Corp.........................      7,714
     227     Equifax, Inc........................      8,427
      58     Fiserv, Inc. (b)....................      2,579
      71     Gtech Holdings Corp. (b)............      2,299
     115     Herman Miller, Inc..................      4,126
      27     HNC Software, Inc. (b)(c)...........      1,014
       0     Imnet Systems, Inc. (b)(c)(d).......          3
     172     Manpower, Inc.......................      7,667
     278     Office Depot, Inc. (b)..............      5,408
     141     Omnicom Group, Inc..................      8,714
     235     Paychex, Inc. (c)...................      8,938
     128     Reynolds & Reynolds Co..............      2,011
     317     Staples, Inc. (b)(c)................      7,375
     108     Sterling Commerce, Inc. (b).........      3,558
     114     Sungard Data Systems, Inc. (b)(c)...      5,292
     268     U.S.A. Waste Services, Inc.
               (b)(c)............................     10,343
      81     Wallace Computer Services...........      2,438
     114     World Access, Inc. (b)..............      2,337
                                                    --------
                                                      97,669
                                                    --------
Capital Goods (4.0%):
     108     Diebold, Inc........................      4,203
      43     Federal Signal Corp.................      1,088
      93     Hubbell, Inc., Class B..............      4,101
      33     Precision Castparts Co..............      1,974
     100     Sundstrand Corp.....................      5,581
     277     United States Filter Corp. (b)(c)...      7,551
      75     York International Corp.............      3,445
                                                    --------
                                                      27,943
                                                    --------
Consumer Durable (1.8%):
     111     Danaher Corp. (c)...................      5,620
     142     Harley-Davidson, Inc. (c)...........      6,793
                                                    --------
                                                      12,413
                                                    --------
Consumer Non-Durable (7.6%):
     691     Coca-Cola Enterprises (c)...........     15,883
      95     Dial Corp...........................      1,484
      75     Dole Food, Inc. (c).................      3,211
     394     Flowers Industries, Inc.............      6,621
       4     General Cigar Holdings, Inc.
               (b)(c)............................        112
      83     Interstate Bakeries Co. (c).........      4,899
     105     Intimate Brands, Inc. (c)...........      2,203
      92     Jones Apparel Group, Inc. (b).......      4,383
      41     Lancaster Colony Corp...............      1,998
     100     McCormick & Co., Inc................      2,533
       1     Nike, Inc., Class B.................         82

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
Consumer Non-Durable, continued:
      68     Nine West Group, Inc. (b)(c)........   $  2,601
      72     Payless Shoesource, Inc. (b)........      3,948
      95     Unifi, Inc..........................      3,562
                                                    --------
                                                      53,520
                                                    --------
Consumer Services (3.5%):
      52     Belo (A.H.) Corp., Series A.........      2,169
     142     Callaway Golf Co. (c)...............      5,027
      96     Hasbro, Inc. (c)....................      2,735
     236     International Game Technologies.....      4,193
     341     Mirage Resorts, Inc. (b)(c).........      8,619
      48     Promus Hotel Corp. (b)..............      1,868
                                                    --------
                                                      24,611
                                                    --------
Energy (8.2%):
     108     Anadarko Petroleum Corp.............      6,498
     151     Apache Corp. (c)....................      4,891
      73     BJ Services Co.(b)(c)...............      3,931
      99     Ensco International, Inc. (b)(c)....      5,212
     261     Global Marine, Inc. (b)(c)..........      6,057
     115     Nabors Industries, Inc. (b)(c)......      2,856
      50     Noble Affiliates, Inc...............      1,915
     203     Noble Drilling Corp. (b)(c).........      4,578
      71     Reading & Bates Corp. (b)...........      1,905
      55     Smith International, Inc. (b).......      3,311
      38     Tidewater, Inc......................      1,650
     307     Tosco Corp..........................      9,183
      57     Transocean Offshore, Inc............      4,140
      58     Varco International, Inc. (b).......      1,874
                                                    --------
                                                      58,001
                                                    --------
Financial Services (12.3%):
     234     AFLAC, Inc..........................     11,038
      71     Capital One Financial Corp. (c).....      2,695
      69     Charles Schwab Corp. (c)............      2,795
     201     Franklin Resources, Inc. (c)........     14,571
     269     Imperial Credit Industries, Inc.
               (b)...............................      5,531
     199     Northern Trust Corp. (c)............      9,607
      96     Price (T. Rowe) Associates..........      4,971
     193     Progressive Corp.- Ohio.............     16,810
     124     Robert Half International, Inc.
               (b)(c)............................      5,826
       0     St. Paul Co., Inc. (c)(d)...........          8
      50     State Street Corp...................      2,294
     145     SunAmerica, Inc. (c)................      7,049
     126     The Money Store, Inc. (c)...........      3,603
                                                    --------
                                                      86,798
                                                    --------
Health Care (7.9%):
     105     Allegiance Corp.....................      2,859
      50     Apria Healthcare Group, Inc.
               (b)(c)............................        888
     150     Biogen, Inc. (b)....................      5,088
      33     Cardinal Health, Inc. (c)...........      1,866
</TABLE>

Continued

46

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
GROWTH OPPORTUNITIES FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
Health Care, continued:
     123     Centocor, Inc. (b)..................   $  3,811
     264     Chiron Corp. (b)(c).................      5,501
      58     Dentsply International, Inc.........      2,847
      88     Health Care & Retirement Corp.
               (b)...............................      2,934
      57     Healthcare Compare Corp. (b)(c).....      2,959
     105     Hillenbrand Industry, Inc...........      4,964
     147     Oxford Health Plans, Inc. (b).......     10,517
      40     R. P. Scherer Corp. (b).............      2,065
     183     Stryker Corp. (c)...................      6,396
      71     Watson Pharmaceutical, Inc. (b).....      2,983
                                                    --------
                                                      55,678
                                                    --------
Multi-Industry (0.6%):
     103     Hartford Life, Inc. (b).............      3,859
      10     Rambus, Inc. (b)(c).................        446
                                                    --------
                                                       4,305
                                                    --------
Raw Materials (1.4%):
     145     Airgas, Inc. (b)(c).................      2,863
      52     Betzdearborn, Inc...................      3,445
      29     Crompton & Knowles Corp.............        643
      29     Cytec Industries, Inc. (b)..........      1,080
      31     Lyondell Petrochemical (c)..........        683
      80     RPM, Inc. (c).......................      1,470
                                                    --------
                                                      10,184
                                                    --------
Retail (6.5%):
      82     Bed Bath & Beyond, Inc. (b)(c)......      2,485
      96     Claire's Stores, Inc................      1,678
      14     CompUSA, Inc. (b)(c)................        310
     169     Consolidated Stores Co. (b).........      5,885
     260     Dollar General Corp.................      9,767
     691     Just For Feet, Inc. (b)(c)..........     12,053
      92     Kohl's Corp. (b)....................      4,854
      60     Lands End, Inc. (b).................      1,778
      76     Outback Steakhouse, Inc. (b)........      1,846
      67     Starbucks Corp. (b)(c)..............      2,589
      18     Sunglass Hut International, Inc.
               (b)(c)............................        112
      57     Tiffany & Co........................      2,633
                                                    --------
                                                      45,990
                                                    --------
Shelter (2.8%):
      45     Hon Industries......................      1,991
     170     Leggett & Platt, Inc................      7,327
      71     Redwood Trust, Inc. (c).............      3,315
      81     Sealed Air Corp. (b)................      3,829
     215     Sunstone Hotel Investors, Inc.......      3,116
                                                    --------
                                                      19,578
                                                    --------
Technology (19.2%):
     262     3Com Corp. (b)......................     11,781

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
Technology, continued:
     160     ADC Telecommunications, Inc. (b)....   $  5,343
     207     Advanced Fibre Communication
               (b)(c)............................     12,474
     133     Advanced Micro Devices, Inc. (b)....      4,770
     199     Altera Corp. (b)(c).................     10,039
      83     American Power Conversion (b).......      1,583
     109     Analog Devices, Inc. (b)(c).........      2,883
      19     Applied Materials, Inc. (b).........      1,353
     262     Ascend Communications, Inc.
               (b)(c)............................     10,312
     193     Atmel Corp. (b)(c)..................      5,393
     195     BMC Software, Inc. (b)..............     10,776
     197     Cadence Design Systems, Inc.
               (b)(c)............................      6,613
      50     Cascade Communications Corp. (b)....      1,378
     185     Compuware Corp. (b).................      8,815
      29     Dell Computer Corp. (b).............      3,441
      89     Electronic Arts, Inc. (b)...........      2,989
      31     Hewlett Packard Co..................      1,708
     288     Informix Corp. (b)..................      2,592
      47     Integrated Device Technology, Inc.
               (b)...............................        494
       9     KLA-Tencor Corp. (b)................        453
      72     Linear Technology Corp..............      3,710
      59     Maxim Integrated Products, Inc.
               (b)...............................      3,373
      70     Solectron Corp. (b).................      4,900
      63     Structural Dynamics (b).............      1,649
      24     Symbol Technologies, Inc. (b)(c)....        800
     229     Teradyne, Inc. (b)..................      8,996
      43     Varian Associates, Inc..............      2,338
     101     Xilinx, Inc. (b)(c).................      4,936
                                                    --------
                                                     135,892
                                                    --------
Transportation (0.6%):
     117     Illinois Central Corp...............      4,077
                                                    --------
Utilities (3.1%):
     219     360 Communications Co. (b)..........      3,749
     201     AES Corp. (b)(c)....................     14,199
      29     LCI International, Inc. (b).........        632
     115     Seagull Energy Corp. (b)............      2,014
      35     Southern New England
               Telecommunications, Inc...........      1,353
                                                    --------
                                                      21,947
                                                    --------
     Total Common Stocks                             658,606
                                                    --------
PREFERRED STOCKS (1.3%):
Financial Services (0.1%):
      38     Arm Financial Group, Inc., Class A
               (c)...............................        760
                                                    --------
Oil & Gas Exploration (0.4%):
      81     Sante Fe International Corp.........      2,754
                                                    --------
Retail (0.7%):
     169     Polo Ralph Lauren Corp..............      4,626
                                                    --------
</TABLE>

Continued

                                                                              47

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
GROWTH OPPORTUNITIES FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
PREFERRED STOCKS, CONTINUED:
Technology (0.1%):
      15     Aris Corp...........................   $    317
      20     Great Plains Software, Inc. (c).....        527
                                                    --------
                                                         844
                                                    --------
   Total Preferred Stocks                              8,984
                                                    --------
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
REPURCHASE AGREEMENTS (5.6%):
 $39,449     Prudential Securities, 6.05%, 7/1/97
               (Collateralized by $49,148 various
               U.S. Government Securities,
               5.75%-6.01%, 10/31/00-8/1/34,
               market value--$40,519)............   $ 39,449
                                                    --------
   Total Repurchase Agreements                        39,449
                                                    --------
Total (Cost--$611,506) (a)                          $707,039
                                                    ========
</TABLE>

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

Percentages indicated are based on net assets of $704,690.
(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 $3,969. Cost for federal income tax purposes differs from
    value by net unrealized appreciation of securities as follows (amounts in
    thousands):

<TABLE>
                  <S>                                                                         <C>
                  Unrealized appreciation..................................................   $103,914
                  Unrealized depreciation..................................................    (12,350)
                                                                                              --------
                  Net unrealized appreciation..............................................   $ 91,564
                                                                                              ========
</TABLE>

(b) Non-income producing securities.
(c) A portion of this security was loaned as of June 30, 1997.
(d) Amount less than 1,000.

See notes to financial statements.

48

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
GULF SOUTH GROWTH FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   -------
<C>          <S>                                     <C>
COMMON STOCKS (95.3%):
Business Equipment & Services (11.9%):
      25     Accustaff, Inc. (b) (c)..............   $   592
      50     Acxiom Corp. (b) (c).................     1,025
      25     Billing Information Concepts (b).....       872
      15     Central Parking Corp.................       522
     100     Communications Central, Inc. (b).....     1,100
      15     Computational Systems, Inc. (b)......       208
      45     Concord EFS, Inc. (b)................     1,164
      30     Corrections Corp. of America (b)
               (c)................................     1,193
      30     Imnet Systems, Inc. (b) (c)..........       932
      20     Norrell Corp.........................       660
      30     Nova Corp. (b).......................       778
      35     Stewart Enterprises, Inc., Class A...     1,470
      10     Stone & Webster, Inc.................       427
      45     World Access, Inc. (b)...............       923
                                                     -------
                                                      11,866
                                                     -------
Capital Goods (3.3%):
      20     Blount International, Inc............       851
      15     Ionics, Inc. (b).....................       683
      13     Kent Electronics Corp. (b)...........       477
      25     Kuhlman Corp.........................       806
      15     Wabash National Corp.................       418
                                                     -------
                                                       3,235
                                                     -------
Commercial Services (0.2%):
      10     Pierce Leahy Corp. (b)...............       180
                                                     -------
Consumer Durable (1.2%):
      75     Miller Industries, Inc. (b)..........     1,200
                                                     -------
Consumer Non-Durable (6.9%):
      15     Coca-Cola Bottling Co................       728
      20     Dekalb Genetics Corp.................     1,594
       6     Earthgrains Co.......................       393
      38     K & G Men's Center, Inc. (b).........       816
      15     Nautica Enterprises, Inc. (b)........       397
      12     Richfood Holdings....................       312
      12     Smithfield Foods, Inc. (b)...........       738
      24     Westpoint Stevens, Inc. (b)..........       939
      30     Wolverine World Wide, Inc............       911
                                                     -------
                                                       6,828
                                                     -------
Consumer Services (4.4%):
      30     Action Performance Co., Inc. (b).....       728
      22     Grand Casinos (b)....................       325
      35     International Family Entertainment,
               Class B (b)........................     1,202
      25     International Speedway Corp. (b)
               (c)................................       491
      15     Regal Cinemas, Inc. (b)..............       495
      30     Sturm, Ruger & Co....................       589
      25     Suburban Lodges of America (b).......       525
                                                     -------
                                                       4,355
                                                     -------

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   -------
<C>          <S>                                     <C>
COMMON STOCKS, CONTINUED:
Energy (9.0%):
      10     Devon Energy Corp....................   $   368
       6     Diamond Offshore Drilling (b)........       467
      10     Falcon Drilling Co., Inc. (b)........       576
      15     Global Industries Ltd. (b)...........       350
      33     Maverick Tube Corp. (b)..............     1,218
      36     Newpark Resources, Inc. (b)..........     1,215
      10     Ocean Energy, Inc. (b)...............       463
      20     Patterson Energy, Inc. (b)...........       908
      30     Pride Petroleum Services, Inc. (b)...       720
       7     Saint Mary Land and Exploration......       246
       5     Seacor Holdings, Inc. (b) (c)........       235
      10     Snyder Oil Corp......................       184
      32     Stone Energy Corp. (b)...............       876
      25     Trico Marine Services, Inc. (b)......       545
      20     United Meridian Corp. (b)............       600
                                                     -------
                                                       8,971
                                                     -------
Financial Services (16.6%):
      50     Alabama National Bankcorp............     1,119
      50     Amresco, Inc. (b)....................     1,075
      50     Bankunited Financial Corp. (b).......       494
       7     Cenit Bancorp, Inc...................       341
      25     Central Fidelity Banks, Inc..........       888
      16     Charter One Financial, Inc. (c)......       862
      20     Colonial BancGroup, Inc..............       485
      26     Cooperative Bankshares, Inc. (b).....       546
      23     Cullen/Frost Bankers, Inc............       975
      22     Deposit Guaranty Corp................       693
      30     Eagle Bancshares, Inc................       536
      30     First American Corp..................     1,151
      40     First Financial Holdings, Inc........     1,280
      20     First Liberty Financial Corp.........       430
      25     Protective Life Corp.................     1,256
      15     Raymond James Financial (b)..........       411
      35     Sirrom Capital Corp..................     1,208
      38     Triad Guaranty, Inc. (b).............     1,699
      15     United Cos. Financial Corp. (c)......       394
      18     Whitney Holding Corp.................       761
                                                     -------
                                                      16,604
                                                     -------
Health Care (9.6%):
      20     Alpharma, Inc........................       319
       9     Ballard Medical Products.............       181
      20     Core Laboratories N.V. (b)...........       520
      30     Cryolife, Inc. (b)...................       358
       6     Envoy Corp. (b) (c)..................       200
      18     Genesis Health (b) (c)...............       608
      20     Gulf South Medical Supply (b)........       390
      15     Invacare Corp........................       351
       7     Mentor Corp..........................       216
      22     Neoprobe Corp. (b)...................       308
      10     North American Vaccine, Inc. (b)
               (c)................................       193
</TABLE>

Continued

                                                                             49

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
GULF SOUTH GROWTH FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   -------
<C>          <S>                                     <C>
COMMON STOCKS, CONTINUED:
Health Care, continued:
      40     Omnicare, Inc........................   $ 1,253
      30     Phycor, Inc. (b) (c).................     1,033
       9     Protein Design Labs, Inc. (b)........       257
      10     Quorum Health Group, Inc. (b)........       358
      24     Roberts Pharmaceutical Corp. (b).....       269
       9     Safeskin Corp. (b)...................       265
      10     Spine-Tech, Inc. (b).................       371
      11     Steris Corp. (b).....................       392
      40     Summit Technology, Inc. (b)..........       265
      12     Sunrise Assisted Living (b)..........       420
      14     Sybron International Corp. (b).......       558
       8     Tecnol Medical Products (b)..........       178
       8     Vertex Pharmaceuticals, Inc. (b).....       306
                                                     -------
                                                       9,569
                                                     -------
Raw Materials (2.6%):
      25     Chemfirst, Inc.......................       678
      20     Coeur D'Alene Mines Corp. (b)........       259
      10     Cytec Industries, Inc. (b)...........       374
       8     Mississippi Chemical Corp............       173
      35     Quanex Corp..........................     1,074
                                                     -------
                                                       2,558
                                                     -------
Retail (6.6%):
      37     Compucom Systems, Inc. (b)...........       264
      35     CompUSA, Inc. (b) (c)................       750
      20     Gymboree Corp. (b)...................       480
      30     Heilig Meyers Co.....................       589
      30     Hibbet Sporting Goods, Inc. (b)......       540
      40     Just For Feet, Inc. (b)..............       698
      20     Landry's Seafood Restaurants, Inc.
               (b)................................       460
      30     Michaels Stores, Inc. (b) (c)........       636
       7     O'Reilly Automotive, Inc. (b)........       270
      20     Pier 1 Imports, Inc..................       530
      12     Proffitts, Inc. (b) (c)..............       527
      15     Ruby Tuesday, Inc. (b)...............       337
      15     Stein Mart, Inc. (b).................       450
                                                     -------
                                                       6,531
                                                     -------
Shelter (2.5%):
      24     Caraustar Industries, Inc............       831
      15     Ethan Allen Interiors, Inc...........       855
      20     Oakwood Homes Corp...................       480
      35     Southern Energy Homes, Inc. (b)......       319
                                                     -------
                                                       2,485
                                                     -------
Technology (15.9%):
      30     Aspect Telecommunications, Inc.
               (b)................................       668
      25     Benchmark Electronics, Inc. (b)......     1,008
      20     Cadence Design Systems, Inc. (b)
               (c)................................       670
      20     Comverse Technology, Inc. (b) (c)....     1,014
      30     Datastream Systems, Inc. (b).........       465

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   -------
<C>          <S>                                     <C>
COMMON STOCKS, CONTINUED:
Technology, continued:
       4     Dell Computer Corp. (b)..............   $   411
      24     Digital Microwave Corp. (b)..........       720
      40     Harbinger Corp. (b)..................     1,120
      25     Intercel, Inc. (b)...................       344
      14     Kemet Corp. (b)......................       348
      17     Komag, Inc. (b)......................       270
      11     Kulicke & Soffa Industries (b).......       357
      10     Lattice Semiconductor Corp. (b)......       565
      14     Microchip Technology, Inc. (b).......       417
      15     Network General Corp. (b)............       223
      60     Network Long Distance, Inc. (b)......       563
       7     Novellus Systems, Inc. (b)...........       606
      13     Oak Industries (b)...................       374
      17     Read-Rite Corp. (b)..................       355
      15     Sanmina Corp. (b) (c)................       953
      12     SCI Systems, Inc. (b) (c)............       765
      13     Sterling Software (b)................       406
      20     Symmetricom, Inc. (b)................       288
      46     Tech Data Corp. (b)..................     1,444
      25     Teradyne, Inc. (b)...................       981
      22     VLSI Technology, Inc. (b)............       520
                                                     -------
                                                      15,855
                                                     -------
Transportation (2.4%):
      20     ASA Holdings, Inc....................       573
      25     Halter Marine Group, Inc. (b)........       600
      25     Heartland Express, Inc. (b)..........       588
      25     MS Carriers, Inc. (b)................       627
                                                     -------
                                                       2,388
                                                     -------
Utilities (2.2%):
      13     K N Energy, Inc......................       548
      50     LCI International, Inc. (b)..........     1,094
      20     Rural Cellular Corp. Class A (b).....       206
      25     Southwestern Energy Co...............       325
                                                     -------
                                                       2,173
                                                     -------
Total Common Stocks                                   94,798
                                                     -------
PREFERRED STOCKS (2.6%):
Computer Software (0.3%):
       8     National Data Corp...................       347
                                                     -------
Financial Services (1.7%):
      20     CCB Financial Corp. (c)..............     1,461
       5     Southwest Securities Group, Inc......        98
                                                     -------
                                                       1,559
                                                     -------
Oil & Gas Exploration (0.5%):
      50     Comstock Resources, Inc..............       522
                                                     -------
</TABLE>

Continued

50

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
GULF SOUTH GROWTH FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   -------
<C>          <S>                                     <C>
PREFERRED STOCKS, CONTINUED:
Telecommunications (0.1%):
      7      Gray Communications Systems, Inc.
               Class B............................   $   142
                                                     -------
Total Preferred Stocks                                 2,570
                                                     -------
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   -------
REPURCHASE AGREEMENTS (2.6%):
   2,589     Prudential Securities, 6.05%, due
               7/1/97 (collateralized by $2,557
               U.S. Treasury Note, 6.88%, 5/15/06,
               market value -- $2,641)............   $ 2,589
                                                     -------
Total Repurchase Agreements                            2,589
                                                     -------
Total (Cost--$75,832) (a)                            $99,957
                                                     =======
</TABLE>

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

Percentages indicated are based on net assets of $99,452
(a)  Represents cost for federal income tax purposes and differs from value by
     net unrealized appreciation of securities as follows (amounts in
     thousands):

<TABLE>
                  <S>                                                                         <C>
                  Unrealized appreciation..................................................   $25,837
                  Unrealized depreciation..................................................    (1,712)
                                                                                              -------
                  Net unrealized appreciation..............................................   $24,125
                                                                                              =======
</TABLE>

(b)  Non-income producing securities.
(c)  A portion of this security was loaned as of June 30, 1997.

See notes to financial statements.

                                                                              51

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
INTERNATIONAL EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS (96.9%):
ARGENTINA (0.7%):
Automotive (0.0%):
      29     CIADEA SA...........................   $    126
                                                    --------
Beverages & Tobacco (0.0%):
       0     Buenos Aires Embottelladora SA,
               Class B (b)(d)....................         27
                                                    --------
Oil & Gas Exploration, Production & Services (0.4%):
     117     Perez Companc SA....................        931
      33     YPF Sociedad Anonima................        999
                                                    --------
                                                       1,930
                                                    --------
Telecommunications (0.3%):
      89     Telecom Argentina SA, Class B.......        463
     215     Telefonica de Argentina SA, Class
               B.................................        742
                                                    --------
                                                       1,205
                                                    --------
             Total Argentina.....................      3,288
                                                    --------
AUSTRALIA (2.1%):
Banking (0.5%):
     120     National Australia Bank Ltd.........      1,703
     171     Westpac Banking Corp., Ltd..........      1,020
                                                    --------
                                                       2,723
                                                    --------
Broadcasting & Publishing (0.2%):
     157     News Corp., Ltd.....................        745
                                                    --------
Building Products (0.4%):
     221     Boral Ltd...........................        689
     135     CSR Ltd.............................        520
     131     Pioneer International Ltd...........        503
                                                    --------
                                                       1,712
                                                    --------
Diversified (0.1%):
      82     Southcorp Holdings Ltd..............        305
                                                    --------
Metals (0.1%):
     229     M.I.M. Holdings Ltd.................        336
      36     RGC Ltd.............................        130
                                                    --------
                                                         466
                                                    --------
Metals & Mining (0.4%):
      68     Aberfoyle Ltd.......................        189
     111     Aud Normandy Mining Ltd.............        124
     105     Broken Hill Proprietary Co. Ltd.....      1,525
      35     Newcrest Mining Ltd.................         95
      79     WMC Ltd.............................        497
                                                    --------
                                                       2,430
                                                    --------
Real Estate (0.3%):
     186     General Property Trust..............        369
     177     Stockland Trust Group...............        462
     186     Westfield Trust.....................        379
                                                    --------
                                                       1,210
                                                    --------

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
AUSTRALIA, CONTINUED:
Retail Stores/Catalog (0.1%):
     102     Coles Myer Ltd......................   $    527
                                                    --------
             Total Australia.....................     10,118
                                                    --------
AUSTRIA (1.2%):
Airlines (0.1%):
       2     Austrian Airlines/Oesterreichische
               Luftverskehrs AG (b)..............        347
                                                    --------
Automotive (0.0%):
       7     Steyr-Daimler-Puch AG...............        139
                                                    --------
Banking & Financial Services (0.2%):
      15     Ats Bank Of Austria Rights (d)......          0
      15     Bank Austria AG.....................        834
       2     Bank Austria AG, Participating
               Certificates......................         63
       8     Creditanstalt-Bankverein............        479
                                                    --------
                                                       1,376
                                                    --------
Beverages & Tobacco (0.0%):
       4     Osterreichische Brau-Beteiligungs
               AG................................        234
                                                    --------
Building Products (0.1%):
       2     Wienerberger Baustoffindustrie AG...        488
                                                    --------
Chemicals (0.1%):
       4     Lenzing AG (b)......................        238
                                                    --------
Environmental Services (0.1%):
       2     BWT AG..............................        279
                                                    --------
Insurance (0.2%):
       3     EA-Generali AG......................        750
                                                    --------
Miscellaneous Manufacturing (0.1%):
       9     Radex-Heraklith
               Industriebeteiligungs AG..........        379
                                                    --------
Oil & Gas Exploration, Production & Services (0.2%):
       7     OMV AG..............................        947
                                                    --------
Utilities--Electric & Gas (0.1%):
       7     Osterreichische
               Elekrizitaitswirtschafts-AG, Class
               A.................................        518
                                                    --------
             Total Austria.......................      5,695
                                                    --------
BELGIUM (1.8%):
Banking (0.3%):
       1     Generale de Banque SA...............        568
       1     Kredietbank NV......................        377
       1     Kredietbank VVPR....................        514
                                                    --------
                                                       1,459
                                                    --------
Chemicals (0.2%):
       1     Solvay SA...........................        798
                                                    --------
Industrial Holding Companies (0.1%):
       4     Groupe Bruxelles Lambert SA.........        691
                                                    --------
</TABLE>

Continued

52

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
INTERNATIONAL EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
BELGIUM, CONTINUED:
Insurance (0.3%):
       4     Fortis AG...........................   $    742
       2     Royale Belge........................        549
                                                    --------
                                                       1,291
                                                    --------
Merchandising (0.2%):
     18      Delhaize-Le Lion SA.................        949
                                                    --------
Metals & Mining (0.1%):
      3      Union Miniere Group (b).............        280
                                                    --------
Oil & Gas Exploration, Production & Services (0.2%):
      2      PetroFina SA........................        847
                                                    --------
Utilities--Electric & Gas (0.4%):
      9      Electrabel SA.......................      1,978
                                                    --------
             Total Belgium.......................      8,293
                                                    --------
BRAZIL (0.3%):
Beverages & Tobacco (0.0%):
      41     Companhia Cervejaria Brahma.........         31
                                                    --------
Chemicals (0.0%):
     242     Copesul--Companhia Pertoquimica do
               Sul...............................          9
      19     White Martins SA....................         56
                                                    --------
                                                          65
                                                    --------
Glass Products (0.0%):
       5     Companhia Vidraria Santa Maria......         14
                                                    --------
Steel (0.0%):
   3,589     Companhia Siderurgica Nacional......        118
       4     Companhia Vale do Rio Doce..........         88
                                                    --------
                                                         206
                                                    --------
Telecommunications (0.1%):
   2,277     Telecomunicacoes Brasileiras SA.....        308
     193     Telecomunicacoes de Sao Paulo SA....         57
                                                    --------
                                                         365
                                                    --------
Tobacco (0.0%):
      10     Souza Cruz SA.......................        105
                                                    --------
Utilities--Electric & Gas (0.2%):
     655     Centrais Electricas Brasilieras
               SA................................        367
     307     Centrais Electricas Brasilieras SA,
               Class B...........................        182
   3,516     Companhia Paranaense de
               Energia-Copel.....................         62
     355     Light--Servicos de Eletricidade
               SA................................        171
                                                    --------
                                                         782
                                                    --------
             Total Brazil........................      1,568
                                                    --------
CHILE (0.2%):
Banking & Financial Services (0.0%):
       6     Banco De Santiago...................        150
                                                    --------

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
CHILE, CONTINUED:
Beverages & Tobacco (0.0%):
       7     Embotelladora Andina SA,
               Series A, ADR.....................   $    147
                                                    --------
Telecommunications (0.2%):
     18      Telecomunicaciones
               De Chile SA ADR...................        585
                                                    --------
             Total Chile.........................        882
                                                    --------
DENMARK (1.5%):
Agriculture (0.0%):
       3     Korn-OG Foderstof Kompagniet A/S....         80
                                                    --------
Banking & Financial Services (0.2%):
       7     Den Danske Bank.....................        653
       6     Unidanmark A/S, Class A.............        315
                                                    --------
                                                         968
                                                    --------
Beverages & Tobacco (0.1%):
       4     Carlsberg A/S, Class A..............        195
       7     Carlsberg A/S, Class B..............        403
                                                    --------
                                                         598
                                                    --------
Commercial Services (0.0%):
       3     ISS International Service System
               A/S, Class B......................        102
                                                    --------
Diversified (0.1%):
      14     Superfos A/S........................        338
                                                    --------
Engineering (0.1%):
      11     FLS Industries A/S, Class B.........        382
                                                    --------
Pharmaceuticals (0.7%):
      26     Novo Nordisk A/S, Class B...........      2,839
                                                    --------
Telecommunications (0.1%):
      13     Tele Danmark A/S, Class B...........        658
                                                    --------
Transportation & Shipping (0.2%):
       0     D/S 1912, Class B (d)...............        466
       0     D/S Svendborg A/S, Class B (d)......        465
       0     Lauritzen (J.) Holding A/S (b)(d)...         30
                                                    --------
                                                         961
                                                    --------
             Total Denmark.......................      6,926
                                                    --------
FINLAND (1.1%):
             Banking & Financial Services (0.1%):
     131     Merita Ltd., Class A................        435
                                                    --------
Forest Products (0.1%):
       1     Rauma Oy............................         14
      27     UPM-Kymmene Corp....................        628
                                                    --------
                                                         642
                                                    --------
</TABLE>

Continued
                                                                              53
<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
INTERNATIONAL EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
FINLAND, CONTINUED:
Insurance (0.1%):
      11     Pohjola Insurance Group, Class B....   $    311
       3     Sampo Insurance Co. Ltd., Class A...        311
                                                    --------
                                                         622
                                                    --------
Metals (0.1%):
     27      Outokumpo OY, Class A...............        525
                                                    --------
Telecommunications (0.7%):
     25      Nokia AB, Class A...................      1,839
     14      Nokia AB, Class K...................      1,013
                                                    --------
                                                       2,852
                                                    --------
             Total Finland.......................      5,076
                                                    --------
FRANCE (10.3%):
Automotive (0.1%):
       6     PSA Peugeot.........................        595
                                                    --------
Banking (0.9%):
      24     Banque Nationale de Paris...........        974
      19     Compagnie Financiere de Paribas.....      1,299
     399     Ffr Cie De Suez Corp................        982
      10     Societe Generale....................      1,137
                                                    --------
                                                       4,392
                                                    --------
Beverages & Tobacco (0.6%):
      10     LVMH (Moet Hennessy
               Louis Vuitton)....................      2,568
       8     Pernod Ricard.......................        419
                                                    --------
                                                       2,987
                                                    --------
Broadcasting/Cable (0.1%):
       3     Canal Plus..........................        594
                                                    --------
Building Products (0.3%):
       3     Imetal SA...........................        378
      20     Lafarge SA..........................      1,221
                                                    --------
                                                       1,599
                                                    --------
Business Services (0.6%):
      17     Compagnie Generale des Eaux.........      2,148
       8     Havas SA............................        598
                                                    --------
                                                       2,746
                                                    --------
Chemicals (0.7%):
      10     L'Air Liquide.......................      1,538
      38     Rhone-Poulenc SA....................      1,559
                                                    --------
                                                       3,097
                                                    --------
Commercial Services (0.3%):
       1     Addeco SA...........................        573
       1     Sodexho SA..........................        667
                                                    --------
                                                       1,240
                                                    --------

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
FRANCE, CONTINUED:
Construction (0.1%):
       5     Bouygues............................   $    379
                                                    --------
Defense (0.2%):
      1      Sagem SA............................        330
     22      Thomson CSF.........................        574
                                                    --------
                                                         904
                                                    --------
Diversified (0.1%):
     14      Lagardere SCA.......................        397
                                                    --------
Electrical & Electronic (0.8%):
     17      Alcatel Alsthom.....................      2,190
      5      Legrand SA..........................        837
     17      Schneider SA........................        900
                                                    --------
                                                       3,927
                                                    --------
Energy (1.4%):
     32      Elf Aquitane SA.....................      3,429
     28      Total SA, Class B...................      2,853
                                                    --------
                                                       6,282
                                                    --------
Engineering (0.1%):
      4      Compagnie Francaise d'Etudes et de
               Construction Technip..............        436
                                                    --------
Food & Household Products (0.1%):
      4      Eridania Beghin-Say SA..............        667
                                                    --------
Food Products & Services (0.3%):
      8      Groupe Danone.......................      1,257
                                                    --------
Health & Personal Care (0.8%):
      6      L'OREAL.............................      2,634
     12      Sanofi SA...........................      1,129
                                                    --------
                                                       3,763
                                                    --------
Industrial Goods & Services (0.2%):
     18      Michelin Class B, Registered........      1,061
                                                    --------
Industrial Holding Companies (0.2%):
     12      Lyonnaise des Eaux SA...............      1,180
                                                    --------
Insurance (0.4%):
     34      AXA SA..............................      2,104
                                                    --------
Leisure (0.2%):
      4      Accor SA............................        652
      3      Salomon SA..........................        191
                                                    --------
                                                         843
                                                    --------
Manufacturing-Consumer Goods (0.2%):
      6      Societe BIC SA......................        982
                                                    --------
Media (0.1%):
      1      Pathe SA............................        286
                                                    --------
</TABLE>

Continued

54

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
INTERNATIONAL EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
FRANCE, CONTINUED:
Merchandising (1.2%):
       4     Carrefour SA........................   $  3,070
       7     Etablissements Economiques du Casino
               Guichard-Perrachon................        364
       3     Pinault-Printemps-Redoute SA........      1,203
       2     Promodes............................        856
                                                    --------
                                                       5,493
                                                    --------
Miscellaneous Materials & Commodities (0.3%):
     10      Compagnie de Saint Gobain...........      1,452
                                                    --------
Textile Products (0.0%):
      2      Dollfus-Mieg & Cie..................         41
                                                    --------
             Total France........................     48,704
                                                    --------
GERMANY (16.2%):
Airlines (0.2%):
      55     Deutsche Lufthansa AG...............      1,061
                                                    --------
Automotive (1.9%):
      65     Daimler-Benz AG.....................      5,320
       3     Man AG..............................        798
       4     Volkswagen AG.......................      2,898
                                                    --------
                                                       9,016
                                                    --------
Banking (2.5%):
      98     Bayer AG............................      3,785
      30     Bayerische Vereinsbank AG...........      1,229
      82     Deutsche Bank AG....................      4,800
      51     Dresdner Bank AG....................      1,783
                                                    --------
                                                      11,597
                                                    --------
Banking & Financial Services (0.2%):
      26     Bayerische Hypotheken-und Weschel-
               Bank AG...........................        775
                                                    --------
Building Materials (0.1%):
       6     Heidelberger Zement AG..............        571
                                                    --------
Business Services (0.4%):
       9     SAP AG..............................      1,873
                                                    --------
Chemicals (1.0%):
     111     BASF AG.............................      4,082
      15     Degussa AG..........................        815
                                                    --------
                                                       4,897
                                                    --------
Conglomerates (1.8%):
      13     Metro AG (b)........................      1,382
       3     Preussag AG.........................        818
      86     VEBA AG.............................      4,874
       3     Viag AG.............................      1,550
                                                    --------
                                                       8,624
                                                    --------
Construction (0.1%):
       9     Hochtief AG.........................        403
                                                    --------

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
GERMANY, CONTINUED:
Consumer Goods & Services (0.2%):
       9     Adidas AG...........................   $    953
                                                    --------
Electrical & Electronic (1.0%):
     78      Siemens AG..........................      4,650
                                                    --------
Engineering (0.6%):
     23      AGIV AG.............................        521
      3      Bilfinger & Berger Bau AG...........        135
      5      Mannesmann AG.......................      2,052
                                                    --------
                                                       2,708
                                                    --------
Health Care (0.3%):
     15      Schering AG.........................      1,593
                                                    --------
Insurance (2.4%):
      33     Allianz AG..........................      6,977
       0     AMB Aachener und Muenchener
               Beteiligungs AG, Bearer Shares....         98
       1     AMB Aachener und Muenchener
               Beteiligungs AG, Registered
               Shares............................        490
       3     CKAG Colonia Konzern AG.............        281
       0     Muenchener Rueckversicherungs
               Gesellschaft AG, Bearer Shares....        137
       1     Muenchener Rueckversicherungs
               Gesellschaft AG, Registered
               Shares............................      3,444
                                                    --------
                                                      11,427
                                                    --------
Machinery & Equipment (0.1%):
      11     Kloeckner-Humbolt-Deutz AG (b)......        111
       1     Linde AG............................        420
                                                    --------
                                                         531
                                                    --------
Metals & Mining (0.5%):
       9     Fag Kugelfischer Georg Schaefer
               AG................................        162
       8     Thyssen AG..........................      2,031
                                                    --------
                                                       2,193
                                                    --------
Personal Care Products (0.3%):
      27     Beiersdorf AG.......................      1,454
                                                    --------
Pharmaceuticals (0.3%):
      29     Merck KGaA..........................      1,260
                                                    --------
Retail Stores (0.1%):
       1     Karstadt AG.........................        307
                                                    --------
Retail-General Merchandise (0.0%):
       3     Douglas Holding AG..................        125
                                                    --------
Telecommunications (1.6%):
     302     Deutsche Telekom AG.................      7,417
                                                    --------
Textile Products (0.0%):
       1     Escada AG...........................        102
                                                    --------
</TABLE>

Continued

                                                                              55

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
INTERNATIONAL EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
GERMANY, CONTINUED:
Utilities--Electric & Gas (0.6%):
      65     RWE AG..............................   $  2,818
                                                    --------
             Total Germany.......................     76,355
                                                    --------
GREECE (0.8%):
Agriculture (0.0%):
       6     Hellenic Sugar Industry SA..........         37
                                                    --------
Banking & Financial Services (0.6%):
      17     Alpha Credit Bank...................      1,127
       7     Commercial Bank of Greece SA........        275
      13     Ergo Bank SA........................        770
       4     National Bank of Greece SA..........        507
                                                    --------
                                                       2,679
                                                    --------
Beverages & Tobacco (0.1%):
      11     Hellenic Bottling Co. SA............        409
                                                    --------
Building Products (0.1%):
      26     Heracles General Cement Co. SA......        478
                                                    --------
Telecommunications (0.0%):
       3     Intracom SA (b).....................        127
                                                    --------
             Total Greece........................      3,730
                                                    --------
HONG KONG (1.1%):
Airlines (0.1%):
     194     Cathay Pacific Airways..............        402
                                                    --------
Banking (0.1%):
      83     Bank of East Asia Ltd...............        347
       6     HSBC Holdings PLC...................        180
                                                    --------
                                                         527
                                                    --------
Banking & Financial Services (0.1%):
      38     Wing Lung Bank......................        243
                                                    --------
Broadcasting & Publishing (0.1%):
      95     Television Broadcasts Ltd...........        427
                                                    --------
Conglomerates (0.1%):
      68     Swire Pacific Ltd., Class A.........        612
                                                    --------
Electrical Equipment (0.0%):
     645     Elec & Eltek International
               Holdings Ltd......................        189
                                                    --------
Industrial Holding Companies (0.3%):
     145     Hutchison Whampoa Ltd...............      1,254
                                                    --------
Printing & Publishing (0.0%):
     263     Oriental Press Group Ltd............        108
                                                    --------
Real Estate (0.1%):
      56     Sun Hung Kai Properties Ltd.........        674
                                                    --------
Telecommunications (0.2%):
     418     Hong Kong Telecommunications Ltd....        997
                                                    --------
             Total Hong Kong.....................      5,433
                                                    --------

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
INDONESIA (0.8%):
Agriculture (0.1%):
    369      PT SMART Corp.......................   $    334
                                                    --------
Auto Parts (0.0%):
     31      PT Astra International--
               Foreign Registry (b)..............        126
                                                    --------
Banking & Financial Services (0.1%):
    298      PT Bank International Indonesia--
               Foreign Registry..................        258
                                                    --------
Building Products (0.1%):
    222      Indocement Tunggal Prakarsa.........        344
                                                    --------
Forest Products (0.1%):
    203      PT Barito Pacific Timber............        173
                                                    --------
    100      PT Inti Indorayon Utama--
               Foreign Registry (b)..............         70
                                                    --------
                                                         243
                                                    --------
Telecommunications (0.2%):
    108      PT Indosat..........................        322
                                                    --------
    285      PT Telekomunikasi Indonesia.........        464
                                                    --------
                                                         786
                                                    --------
Textile Products (0.1%):
  1,246      PT Polysindo Eka Perkasa--
               Foreign Registry..................        692
                                                    --------
Tobacco (0.1%):
    155      PT Gudang Garam.....................        648
     51      PT Hanjaya Mandala Sampoerna........        193
                                                    --------
                                                         841
                                                    --------
             Total Indonesia.....................      3,624
                                                    --------
IRELAND (0.3%):
Banking (0.1%):
      38     Allied Irish Banks PLC..............        287
                                                    --------
Banking & Financial Services (0.2%):
     132     Allied Irish Banks PLC..............      1,012
                                                    --------
Beverages & Tobacco (0.0%):
      77     James Crean PLC.....................        231
                                                    --------
             Total Ireland.......................      1,530
                                                    --------
ITALY (6.7%):
Agriculture (0.1%):
     306     Parmalat Finanziaria SpA............        432
                                                    --------
Automotive (0.5%):
     616     Fiat SpA............................      2,216
     136     Fiat SpA di Risp
               (Non-convertible).................        256
                                                    --------
                                                       2,472
                                                    --------
</TABLE>

Continued

56

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
INTERNATIONAL EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
ITALY, CONTINUED:
Banking (0.6%):
     378     Banca Commerciale Italiana..........   $    782
      86     Banco Ambrosiano Veneto SpA.........        249
     344     Credito Italiano SpA................        629
     129     Istituto Bancario San Paolo di
               Torino............................        937
      32     Riunione Adriatica di Sicurta SpA
               di Risp...........................        158
                                                    --------
                                                       2,755
                                                    --------
Banking & Financial Services (0.1%):
     42      Mediobanca SpA......................        256
                                                    --------
Broadcasting & Publishing (0.2%):
    190      Mediaset SpA........................        807
                                                    --------
Building Products (0.0%):
     28      Italcementi SpA (b).................        174
                                                    --------
Chemicals (0.1%):
    801      Montedison SpA (b)..................        528
                                                    --------
Computer Hardware (0.0%):
    447      Olivetti Group SpA (b)..............        126
                                                    --------
Engineering (0.0%):
    145      Impregilo SpA (b)...................         95
                                                    --------
Insurance (1.1%):
     241     Assicurazioni Generali..............      4,370
      23     La Previdente.......................        121
      56     Riuniune Adriatici de Sicurta SpA...        446
      63     Societa Assicuratrice Industriale
               (SAI) SpA.........................        486
                                                       5,423
                                                    --------
Oil & Gas Exploration, Production & Services (1.7%):
   1,320     Ente Nazionale Idrocarburi SpA
               (ENI).............................      7,465
                                                    --------
Paper Products (0.0%):
      34     Burgo (Cartiere) SpA................        188
                                                    --------
Retail Stores (0.0%):
      36     La Rinascente SpA...................        198
                                                    --------
Retail Stores/Catalog (0.0%):
      36     Itl La Rinascente Rights............          6
                                                    --------
Steel (0.0%):
      22     Falck Acciaierie & Ferriere Lombarde
               SpA...............................         81
                                                    --------
Telecommunications (1.9%):
      56     Sirti SpA...........................        321
   1,051     Telecom Italia Mobile SpA...........      3,145

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
 STOCKS, CONTINUED:
ITALY, CONTINUED:
Telecommunications, continued:
   1,198     Telecom Italia Mobile SpA di Risp
               (Non-convertible).................   $  3,873
     329     Telecom Italia SpA..................        588
     333     Telecom Italia SpA di Risp
               (Non-convertible).................        659
                                                    --------
                                                       8,586
                                                    --------
Textile Products (0.1%):
      35     Benetton Group SpA..................        554
                                                    --------
Tire & Rubber (0.1%):
    263      Pirelli SpA.........................        650
                                                    --------
Utilities--Electric & Gas (0.2%):
     97      Edison SpA..........................        481
    121      Italgas SpA.........................        392
                                                    --------
                                                         873
                                                    --------
             Total Italy.........................     31,669
                                                    --------
JAPAN (24.2%):
Agriculture (0.0%):
      25     Nippon Beet Sugar Manufacturing.....         92
                                                    --------
Airlines (0.1%):
     115     Japan Airlines (b)..................        524
                                                    --------
Aluminum (0.0%):
      17     Nippon Light Metal Co...............         62
                                                    --------
Appliances & Household Products (1.2%):
     127     Matsushita Electric Industrial Co.,
               Ltd...............................      2,563
      11     Pioneer Electronic Corp.............        267
      95     Sanyo Electric Co...................        427
      63     Sharp Corp..........................        870
      19     Sony Corp...........................      1,659
                                                    --------
                                                       5,786
                                                    --------
Automotive (2.1%):
      60     Honda Motor Co., Ltd................      1,809
     151     Nissan Motor Co., Ltd...............      1,173
      23     Toyoda Automatic Loom Works.........        523
     204     Toyota Motor Corp...................      6,025
                                                    --------
                                                       9,530
                                                    --------
Banking (4.2%):
     131     Asahi Bank Ltd......................      1,116
     298     Bank of Tokyo--Mitsubishi...........      5,982
      78     Bank of Yokohama Ltd................        440
      75     Chiba Bank Ltd......................        447
     168     Fuji Bank Ltd.......................      2,525
     115     Industrial Bank of Japan............      1,789
      48     Joyo Bank...........................        266
      55     Mitsui Trust & Banking Co...........        416
     198     Sakura Bank Ltd.....................      1,519
</TABLE>

Continued

                                                                             57

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
INTERNATIONAL EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
JAPAN, CONTINUED:
Banking, continued:
     50      Shizuoka Bank.......................   $    572
    187      Sumitomo Bank.......................      3,072
    119      Tokai Bank..........................      1,227
                                                    --------
                                                      19,371
                                                    --------
Banking & Financial Services (0.1%):
      29     Gunma Bank..........................        261
                                                    --------
Basic Industry (0.1%):
     42      Sekisui Chemical Co., Ltd...........        426
                                                    --------
Beverages & Tobacco (0.2%):
     17      Asahi Breweries Ltd.................        254
     49      Kirin Brewery Co., Ltd..............        510
     36      Takara Shuzo........................        260
                                                    --------
                                                       1,024
                                                    --------
Brewery (0.0%):
     18      Sapporo Breweries...................        150
                                                    --------
Building Products (0.1%):
     20      Chichibu Onoda Cement Co............         78
     16      Nihon Cement Co., Ltd...............         77
     12      Tostem Corp.........................        333
                                                    --------
                                                         488
                                                    --------
Chemicals (0.9%):
      72     Asahi Chemical Industry Co., Ltd....        431
       2     Asahi Denka Kogyo K.K...............         14
      97     Denki Kagaku Kogyo K.K..............        268
      32     Kaneka Corp.........................        201
      98     Mitsubishi Chemical Corp............        320
      51     Mitsui Toatsu Chemicals.............        140
      14     Nippon Shokubai K.K. Co.............        111
      14     NOF Corp............................         60
       6     Rasa Industries Ltd.................         37
      12     Shin-Etsu Chemical Co...............        329
      59     Showa Denko K.K. (b)................        155
     100     Sumitomo Chemical Co................        454
      32     Takeda Chemical Industries..........        902
      80     Toray Industries, Inc...............        571
      72     Tosoh Corp. (b).....................        244
      74     Ube Industries Ltd..................        215
                                                    --------
                                                       4,452
                                                    --------
Construction (0.4%):
       9     Aoki Corp. (b)......................         11
      11     Daiko, Inc..........................         43
      21     Daiwa House Industry Co., Ltd.......        257
      22     Haseko (b)..........................         35
      56     Kumagai Gumi Co., Ltd...............         93
      12     Misawa Homes........................         73
      18     Okumura Corp........................         95

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
JAPAN, CONTINUED:
Construction, continued:
     20      Penta-Ocean Construction Co.,
               Ltd...............................   $     65
     61      Sekisui House Ltd...................        619
     59      Shimizu Corp........................        354
     43      Taisei Corp.........................        200
                                                    --------
                                                       1,845
                                                    --------
Consumer Goods & Services (0.2%):
      35     Nippon Sheet Glass Co., Ltd.........        129
      50     Toto Ltd............................        610
                                                    --------
                                                         739
                                                    --------
Data Processing & Reproduction (0.3%):
    117      Fujitsu Ltd.........................      1,626
                                                    --------
Distribution (0.1%):
     77      Itochu Corp.........................        415
                                                    --------
Diversified (0.1%):
      9      Amano Corp..........................        102
     18      Yamaha Corp.........................        331
                                                    --------
                                                         433
                                                    --------
Electrical & Electronic (0.6%):
       9     Kyocera Corp........................        716
     116     Mitsubishi Electric Corp............        650
      16     Nikon Corp..........................        270
      17     Omron Corp..........................        361
       7     Rohm Co.............................        721
                                                    --------
                                                       2,718
                                                    --------
Electrical Equipment (0.1%):
       7     SMC Corp............................        601
                                                    --------
Electronic Components/Instruments (0.9%):
      13     Fanuc Co., Ltd......................        500
       3     Hirose Electric.....................        213
     195     Hitachi Ltd.........................      2,181
      93     NEC Corp............................      1,300
      23     Yokogawa Electric Corp..............        200
                                                    --------
                                                       4,394
                                                    --------
Energy (0.5%):
      51     Cosmo Oil Co., Ltd..................        244
     211     Japan Energy Corp...................        553
     264     Nippon Oil Co.......................      1,447
                                                    --------
                                                       2,244
                                                    --------
Engineering (0.3%):
       9     Daito Trust Construction Co.,
               Ltd...............................        106
      36     Fujita Corp.........................         63
      33     Hazama Corp.........................         68
      36     Kajima Corp.........................        211
      56     Kawasaki Heavy Industries...........        261
      13     Kinden Corp.........................        183
</TABLE>

Continued

58

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
INTERNATIONAL EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
JAPAN, CONTINUED:
Engineering, continued:
     19      Nishimatsu Construction.............   $    133
     53      Obayashi Corp.......................        355
      1      Sato Kogyo..........................          2
                                                    --------
                                                       1,382
                                                    --------
Entertainment (0.1%):
       6     Toei................................         41
      16     Tokyo Dome Corp.....................        215
                                                    --------
                                                         256
                                                    --------
Financial Services (0.8%):
      11     Acom Co., Ltd.......................        531
      55     Daiwa Securities Co., Ltd...........        435
      57     Mitsubishi Trust & Banking Co.......        902
      12     Nippon Shinpan Co...................         43
      94     Nomura Securities Co................      1,297
       6     Orix Corp...........................        445
      54     Yamaichi Securities Co., Ltd........        161
      43     Yasuda Trust & Banking..............        165
                                                    --------
                                                       3,979
                                                    --------
Food & Household Products (0.2%):
      27     Ajinomoto Co., Inc..................        290
      39     Kao Corp............................        543
      10     Nissin Food Products................        260
                                                    --------
                                                       1,093
                                                    --------
Food Products & Services (0.1%):
      34     Daiei, Inc..........................        218
      10     Kikkoman Corp.......................         66
      28     Nichirei Corp.......................        140
       8     Nippon Suisan Kaisha Ltd. (b).......         27
      12     Nisshin Oil Mills Ltd...............         68
                                                    --------
                                                         519
                                                    --------
Forest Products (0.3%):
      22     Hokuetsu Paper Mills Ltd............        134
      38     Mitsubishi Paper Mills..............        149
     115     New Oji Paper Co....................        714
      70     Nippon Paper Industries Co..........        406
                                                    --------
                                                       1,403
                                                    --------
Health & Personal Care (0.6%):
       9     Chugai Pharmaceutical Co., Ltd......         81
      20     Kyowa Hakko Kogyo Co., Ltd..........        150
      21     Lion Corp...........................         96
      27     Sankyo Co., Ltd.....................        908
      57     Yamanouchi Pharmaceutical Co.,
               Ltd...............................      1,535
                                                    --------
                                                       2,770
                                                    --------
Hotels & Lodging (0.0%):
      11     Fujita Kanko, Inc...................        138
                                                    --------

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
JAPAN, CONTINUED:
Industrial Goods & Services (0.8%):
      57     Bridgestone Corp....................   $  1,326
      50     Denso Corp..........................      1,197
      33     Mitsui Engineering & Shipbuilding
               Co., Ltd. (b).....................         72
      36     NGK Insulators Ltd..................        396
      34     Sumitomo Electric Industries........        570
                                                    --------
                                                       3,561
                                                    --------
Insurance (0.4%):
      39     Mitsui Marine & Fire
               Insurance Co., Ltd................        282
      14     Nichido Fire & Marine
               Insurance Co., Ltd................        100
      12     Nippon Fire & Marine Insurance......         65
      22     Sumitomo Marine & Fire Insurance....        181
      85     Tokio Marine & Fire Insurance Co....      1,114
                                                    --------
                                                       1,742
                                                    --------
Jewelry (0.1%):
      40     Citizen Watch Co., Ltd..............        309
                                                    --------
Leasing (0.1%):
      45     Yamato Transport Co., Ltd...........        562
                                                    --------
Machinery & Equipment (1.1%):
      20     Chiyoda Corp. (b)...................         96
       9     Daifuku Co., Ltd....................        119
      18     Daikin Industries Ltd...............        164
      14     Ebara Corp..........................        210
      49     Komatsu Ltd.........................        398
      40     Koyo Seiko Co., Ltd.................        320
      94     Kubota Corp.........................        461
      32     Minebea Co., Ltd....................        341
     229     Mitsubishi Heavy Industries, Ltd....      1,760
       5     Mori Seiki..........................         80
      58     Niigata Engineering Co., Ltd. (b)...        106
      25     NSK Ltd.............................        161
      37     NTN Corp............................        207
      12     Okuma Corp..........................        106
      10     Tokyo Electron Ltd..................        465
                                                    --------
                                                       4,994
                                                    --------
Manufacturing-Capital Goods (0.4%):
      38     Fujikura Ltd........................        355
      16     Kokuyo Co., Ltd.....................        433
      21     Makita Corp.........................        308
      15     Murata Manufacturing Co., Ltd.......        599
      12     Nippon Piston Ring Co., Ltd.........         37
       5     Nippon Sharyo Ltd...................         32
      22     Noritake Co., Ltd...................        198
</TABLE>

Continued

                                                                            59

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
INTERNATIONAL EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
JAPAN, CONTINUED:
Manufacturing-Capital Goods, continued:
      7      Tokai Carbon Co., Ltd...............   $     31
     11      Topy Industries Ltd.................         40
                                                    --------
                                                       2,033
                                                    --------
Manufacturing-Consumer Goods (0.7%):
      69     Canon, Inc..........................      1,882
      33     Fuji Photo Film Co., Ltd............      1,329
       5     Sega Enterprises....................        166
                                                    --------
                                                       3,377
                                                    --------
Materials (0.0%):
      15     Sumitomo Osaka Cement Co., Ltd......         47
                                                    --------
Merchandising (0.5%):
      28     ITO-Yokado Co., Ltd.................      1,628
      14     JUSCO Co............................        473
      10     Marui Co., Ltd......................        186
       1     Seven-Eleven Japan Ltd..............         68
                                                    --------
                                                       2,355
                                                    --------
Metals & Mining (0.2%):
      17     Dowa Mining Co., Ltd................         66
      21     Furukawa Electric Co................        134
      46     Hitachi Zosen Corp..................        183
      66     Japan Steel Works (b)...............        129
      67     Mitsubishi Materials Corp...........        269
      30     Mitsui Mining & Smelting............        133
       3     Seika Corp..........................         11
      22     Sumitomo Metal Mining Co............        156
                                                    --------
                                                       1,081
                                                    --------
Miscellaneous Materials & Commodities (0.1%):
      66     Asahi Glass Co., Ltd................        658
                                                    --------
Office Equipment & Services (0.3%):
      57     Dai Nippon Printing Co., Ltd........      1,290
                                                    --------
Oil & Gas Exploration, Production & Services (0.1%):
       9     Arabian Oil Co......................        303
      66     Teikoku Oil Co......................        296
                                                    --------
                                                         599
                                                    --------
Oil & Gas Transmission (0.0%):
      10     Iwatani International Corp..........         40
      33     Mitsubishi Oil Co., Ltd.............        147
                                                    --------
                                                         187
                                                    --------
Packaging (0.0%):
      10     Toyo Seikan Kaisha..................        220
                                                    --------

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
JAPAN, CONTINUED:
Pharmaceuticals (0.2%):
      12     Meiji Seika.........................   $     66
      13     Shionogi & Co.......................        101
      29     Taisho Pharmacuetical Co............        783
                                                    --------
                                                         950
                                                    --------
Real Estate (0.5%):
     98      Mitsubishi Estate Co................      1,421
     75      Mitsui Fudosan......................      1,036
                                                    --------
                                                       2,457
                                                    --------
Restaurants (0.0%):
      8      Skylark Co., Ltd....................        122
                                                    --------
Retail Stores/Catalog (0.3%):
      10     Hankyu Department Stores............        106
      12     Isetan Co...........................        149
      52     Mycal Corp..........................        750
      26     Takashimaya Co......................        354
                                                    --------
                                                       1,359
                                                    --------
Retail-General Merchandise (0.0%):
       8     Mitsukoshi Ltd......................         57
                                                    --------
Services (0.3%):
      12     Secom...............................        881
      35     Toppan Printing Co., Ltd............        551
                                                    --------
                                                       1,432
                                                    --------
Steel (0.6%):
      53     Daido Steel Co., Ltd................        171
       4     Japan Metals & Chemicals (b)........         10
     166     Kawasaki Steel Corp.................        541
       4     Nippon Denko Co., Ltd...............         11
       9     Nippon Metal Industry...............         27
     360     Nippon Steel Co.....................      1,151
     199     NKK Corp............................        428
     201     Sumitomo Metal Industries...........        573
                                                    --------
                                                       2,912
                                                    --------
Storage (0.0%):
       3     Mitsubishi Logistics Corp...........         43
                                                    --------
Telecommunications (0.5%):
       0     Nippon Telegraph & Telephone
               Corp. (d).........................      2,499
                                                    --------
Textile Products (0.3%):
     244     Kanebo Ltd. (b).....................        449
      26     Kurabo Industries...................         70
      31     Kuraray Co., Ltd....................        309
      16     Mitsubishi Rayon Co., Ltd...........         66
      13     Nisshinbo Industries................        118
       4     Nitto Boseki Co., Ltd...............         14
      27     Teijin Ltd..........................        127
</TABLE>

Continued

60

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
INTERNATIONAL EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
JAPAN, CONTINUED:
Textile Products, continued:
     27      Toyobo Ltd..........................   $     71
     48      Unitika Ltd. (b)....................         96
                                                    --------
                                                       1,320
                                                    --------
Tire & Rubber (0.0%):
      14     Yokohama Rubber Co., Ltd............         60
                                                    --------
Transportation & Shipping (0.2%):
      27     Kamigumi Co., Ltd...................        152
      93     Kawasaki Kisen Kaisha Ltd. (b)......        188
      33     Mitsui OSK Lines, Ltd. (b)..........         68
      64     Nippon Yusen Kabushiki Kaisha.......        249
      12     Seino Transportation................        130
                                                    --------
                                                         787
                                                    --------
Transportation--Road & Railroad (0.7%):
      91     Hankyu Corp.........................        503
      30     Keihin Electric Express Railway.....        140
     232     Kinki Nippon Railway................      1,422
      49     Nippon Express Co., Ltd.............        392
      40     Odakyu Electric Railway.............        238
      36     Tobu Railway Co., Ltd...............        166
      49     Tokyu Corp..........................        304
                                                    --------
                                                       3,165
                                                    --------
Utilities--Electric & Gas (0.7%):
      38     Kansai Electric Power Co., Inc......        734
      82     Osaka Gas Co........................        236
      22     Tohoku Electric Power...............        396
      81     Tokyo Electric Power................      1,694
      92     Tokyo Gas Co., Ltd..................        256
                                                    --------
                                                       3,316
                                                    --------
Wholesale & International Trade (0.5%):
     123     Marubeni Corp.......................        559
      71     Mitsubishi Corp.....................        888
      59     Mitsui & Co.........................        567
      46     Sumitomo Corp.......................        438
                                                    --------
                                                       2,452
                                                    --------
Wire & Cable Products (0.0%):
       4     Showa Electric Wire & Cable.........         14
       8     Tokyo Rope MFG......................         28
                                                    --------
                                                          42
                                                    --------
             Total Japan.........................    114,709
                                                    --------
KOREA (0.6%):
Airlines (0.0%):
       0     Korean Air (b)(d)...................          4
                                                    --------

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
KOREA, CONTINUED:
Automotive (0.0%):
       0     Hyundai Motor Co., Ltd. (d).........   $      3
       3     Kia Motors Corp. (b)................         46
                                                    --------
                                                          49
                                                    --------
Banking (0.0%):
       5     Cho Hung Bank Co., Ltd..............         33
       5     Commercial Bank of Korea............         28
       6     SeoulBank (b).......................         25
       0     Shinhan Bank (d)....................          0
                                                    --------
                                                          86
                                                    --------
Banking & Financial Services (0.0%):
       5     Korea Exchange Bank.................         31
       6     Korea First Bank....................         23
       2     Korea Long-Term Credit Bank.........         26
                                                    --------
                                                          80
                                                    --------
Chemicals (0.0%):
       2     Han Wha Corp........................         22
       3     Hanwha Chemical Corp................         25
       7     LG Chemical Ltd.....................         93
                                                    --------
                                                         140
                                                    --------
Distribution (0.0%):
       8     Daewoo Corp.........................         61
       5     Samsung Corp........................         66
                                                    --------
                                                         127
                                                    --------
Electrical & Electronic (0.1%):
       9     Daewoo Electronics Co. (b)..........         70
       8     LG Electronics......................        148
       1     Samsung Display Devices Co..........         42
                                                    --------
                                                         260
                                                    --------
Electronic Components/Instruments (0.0%):
       2     Samsung Electro-Mechanics Co........         60
       2     Samsung Electronics Co..............        167
                                                    --------
                                                         227
                                                    --------
Engineering (0.1%):
       6     Dong-Ah Construction Industrial
               Co................................        119
       8     Hyundai Engineering &
               Construction Co...................        194
                                                    --------
                                                         313
                                                    --------
Financial Services (0.0%):
       2     Daewoo Securities Co. (b)...........         34
       5     Hanil Bank..........................         29
       4     Hyundai Securities Co. (b)..........         61
</TABLE>

Continued

                                                                              61

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
INTERNATIONAL EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
KOREA, CONTINUED:
Financial Services, continued:
       2     LG Securities (b)...................   $     22
       2     Ssangyong Investment &
               Securities Co., Ltd. (b)..........         15
                                                    --------
                                                         161
                                                    --------
Machinery & Equipment (0.0%):
       9     Daewoo Heavy Industries.............         77
       2     Hyundai Precision Industry Co.......         31
       8     Samsung Heavy Industries (b)........         81
                                                    --------
                                                         189
                                                    --------
Oil & Gas Exploration, Production & Services (0.0%):
      2      Ssangyong Oil Refining Co., Ltd.....         43
      5      Yukong Ltd..........................        122
                                                    --------
                                                         165
                                                    --------
Retail-General Merchandise (0.0%):
      0      Shinsegae Department Store Co.
               (d)...............................         16
                                                    --------
Steel (0.2%):
      5      Dongkuk Steel Mill Co...............        122
     14      Hyundai Pipe Co., Ltd. (b)..........        117
      4      Inchon Iron & Steel Co..............         77
                                                    --------
                                                         316
                                                    --------
Telecommunication--Services & Equipment (0.0%):
      1      LG Information & Communication
               Ltd...............................        111
Utilities--Electric & Gas (0.2%):
     18      Korea Electric Power Corp...........        525
                                                    --------
             Total Korea.........................      2,769
                                                    --------
LUXEMBOURG (0.1%):
Aluminum (0.1%):
      9      Hindalco Industries Ltd. GDR........        332
                                                    --------
MALAYSIA (0.4%):
Agriculture (0.0%):
     118     Highlands & Lowlands Berhad.........        180
                                                    --------
Building Products (0.0%):
      80     Pan-Malaysia Cement Works Berhad....         95
                                                    --------
Engineering (0.0%):
      19     United Engineers (Malaysia) Ltd.....        134
                                                    --------
Financial Services (0.2%):
      99     Idris Hydraulic (Malaysia) Berhad
               (b)...............................        110
      94     Rashid Hussain Berhad...............        596
      13     Rashid Hussain Rights...............          0
                                                    --------
                                                         706
                                                    --------
Food Products & Services (0.1%):
      54     Nestle (Malaysia) Berhad............        404
                                                    --------
Forest Products (0.0%):
      21     Land & General Berhad...............         24
                                                    --------

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
MALAYSIA, CONTINUED
Telecommunications (0.0%):
      41     Technology Resources Industries
               Berhad (b)........................   $     70
                                                    --------
Utilities--Electric & Gas (0.1%):
     51      Tenaga Nasional Berhad..............        250
                                                    --------
             Total Luxembourg....................      1,863
                                                    --------
MEXICO (0.7%):
Banking (0.0%):
     105     Grupo Financiero Banamex Accival SA
               de CV (b).........................         51
                                                    --------
Beverages & Tobacco (0.0%):
      13     Grupo Continental SA................         34
      27     Grupo Embotelladoras de Mexico SA de
               CV................................         55
                                                    --------
                                                          89
                                                    --------
Brewery (0.0%):
      13     Fomento Economico Mexicano SA de CV,
               Class B...........................         77
                                                    --------
Building Products (0.1%):
       8     Apasco SA de CV.....................         57
      32     Cemex SA de CV, Series A............        138
      20     Cemex SA de CV, Series B............         98
      15     Cemex SA de CV, Series CPO..........         65
      11     Tolmex SA de CV, Series B2 (b)......         59
                                                    --------
                                                         417
                                                    --------
Diversified (0.2%):
      22     ALFA SA de CV, Class A..............        152
      37     Carso Global Telecom, Series A-1....        142
       4     Desc SA de CV, Series A.............         28
       4     Desc SA de CV, Series B.............         29
       3     Desc SA de CV, Series C.............         23
      37     Grupo Carso SA de CV, Series A-1....        253
                                                    --------
                                                         627
                                                    --------
Engineering (0.0%):
       8     Empresas ICA Sociedad Controladora
               SA de CV..........................        134
      16     Grupo Tribasa SA de CV (b)..........         41
                                                    --------
                                                         175
                                                    --------
Financial Services (0.0%):
      25     Grupo Financiero Banamex Accival SA
               de CV (b).........................         67
       0     Grupo Financiero Inbursa SA de CV,
               Class B (b)(d)....................          0
                                                    --------
                                                          67
                                                    --------
</TABLE>

Continued

62

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
INTERNATIONAL EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
MEXICO, CONTINUED:
Food & Household Products (0.1%):
      85     Kimberly-Clark de Mexico SA de CV,
               Class A...........................   $    337
                                                    --------
Industrial Goods & Services (0.0%):
     10      Grupo Industrial Bimbo SA de CV,
               Series A..........................         72
                                                    --------
Merchandising (0.0%):
     38      Cifra SA de CV, Series B............         70
     51      Cifra SA de CV, Series C............         81
                                                    --------
                                                         151
                                                    --------
Metals & Mining (0.0%):
     18      Grupo Mexico SA, Series B...........         67
     13      Industrias Penoles SA, Series CP....         62
                                                    --------
                                                         129
                                                    --------
Retail General Merchandise (0.0%):
     39      Controladora Comercial Mexicana SA
               de CV.............................         36
                                                    --------
Retail Stores/Catalog (0.0%):
     52      Cifra SA de CV, Series A............         95
     40      El Puerto de Liverpool SA de CV,
               Series 1..........................         51
     10      Sears Roebuck de Mexico SA de CV
               (b)...............................         23
                                                    --------
                                                         169
                                                    --------
Steel (0.0%):
     26      Altos Hornos de Mexico SA (b).......         63
     10      Hylsamex SA.........................         51
                                                    --------
                                                         114
                                                    --------
Telecommunications (0.3%):
      8      Grupo Televisa SA, Series CPO (b)...        121
    269      Telefonos de Mexico SA, Series L....        643
                                                    --------
                                                         764
                                                    --------
Tobacco (0.0%):
     17      Empresas La Moderna SA de CV (b)....         88
                                                    --------
Transportation--Shipping (0.0%):
     30      Vitro SA (b)........................        109
                                                    --------
Wholesale Distribution (0.0%):
     15      Grupo Casa Autrey SA de CV..........         30
                                                    --------
             Total Mexico........................      3,502
                                                    --------
NETHERLANDS (2.8%):
Appliances & Household Products (0.2%):
      14     Philips Electronics NV..............        969
                                                    --------
Banking (0.3%):
      81     ABN Amro Holding NV.................      1,506
                                                    --------
Beverages & Tobacco (0.1%):
       2     Heineken NV.........................        398
                                                    --------

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
NETHERLANDS, CONTINUED:
Broadcasting & Publishing (0.2%):
      43     Elsevier NV.........................   $    715
                                                    --------
Chemicals (0.2%):
      6      Akzo Nobel..........................        755
      1      DSM NV..............................         90
                                                    --------
                                                         845
                                                    --------
Energy (0.8%):
     82      Nlg Royal Dutch Petroleum...........      4,261
                                                    --------
Financial Services (0.5%):
     52      ING Groep NV........................      2,386
                                                    --------
Food Products & Services (0.3%):
      6      Unilever NV CVA (b).................      1,286
                                                    --------
Services (0.2%):
     20      Koninklijke Royal PTT Nederland
               NV................................        804
                                                    --------
             Total Netherlands...................     13,170
                                                    --------
NEW ZEALAND (0.3%):
Beverages & Tobacco (0.1%):
     125     Lion Nathan Ltd.....................        317
                                                    --------
Telecommunications (0.2%):
     205     Telecom Corp. of New Zealand Ltd....      1,044
                                                    --------
             Total New Zealand...................      1,361
                                                    --------
NORWAY (0.9%):
Engineering (0.1%):
       7     Kvaerner ASA........................        413
                                                    --------
Entertainment (0.0%):
      43     NCL Holdings ASA (b)................        135
                                                    --------
Forest Products (0.1%):
       7     Norske Skogsindustrier ASA..........        245
                                                    --------
Insurance (0.1%):
      54     Storebrand ASA (b)..................        322
                                                    --------
Medical Equipment & Supplies (0.0%):
      17     Hafslund ASA, Class A...............         90
                                                    --------
Metals & Mining (0.0%):
      11     Elkem ASA...........................        208
Oil & Gas Exploration, Production & Services (0.5%):
       7     Aker ASA, Class A...................        124
      12     Aker ASA, Class B...................        227
      33     Norsk Hydro ASA.....................      1,804
       5     Petroleum Geo-Services ASA (b)......        257
                                                    --------
                                                       2,412
                                                    --------
Pharmaceuticals (0.0%):
      13     Nycomed ASA, Class B................        183
                                                    --------
</TABLE>

Continued
                                                                             63
<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
INTERNATIONAL EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
NORWAY, CONTINUED:
Transportation--Shipping (0.1%):
      17     Leif Hoegh & Co. ASA................   $    374
                                                    --------
             Total Norway........................      4,382
                                                    --------
PHILIPPINES (0.5%):
Agriculture (0.0%):
     311     Vitarich Corp. (b)..................         31
                                                    --------
                        Banking & Financial Services (0.2%):
      54     Far East Bank & Trust Co............        135
      10     Metropolitan Bank & Trust Co........        215
      11     Philippine Commercial International
               Bank..............................        104
      21     Philippine National Bank (b)........        144
                                                    --------
                                                         598
                                                    --------
Beverages & Tobacco (0.0%):
      60     San Miguel Corp., Class B...........        158
                                                    --------
Building Products (0.0%):
     374     Southeast Asia Cement Holdings, Inc.
               (b)...............................         18
                                                    --------
Diversified (0.0%):
     306     Ayala Corp., Class B................        220
                                                    --------
Homebuilders (0.0%):
      95     C&P Homes, Inc......................         35
                                                    --------
Oil & Gas Exploration, Production & Services (0.1%):
     999     Petron Corp.........................        254
                                                    --------
Real Estate (0.1%):
     413     Ayala Land, Inc., Class B...........        379
      78     Filinvest Land, Inc. (b)............         20
     246     SM Prime Holdings, Inc..............         73
                                                    --------
                                                         472
                                                    --------
Telecommunications (0.1%):
      19     Philippine Long Distance
               Telephone Co......................          9
      15     Philipino Telephone Corp. (b).......        480
                                                    --------
                                                         489
                                                    --------
Utilities--Electric & Gas (0.0%):
      36     Manila Electric Co., Class B........        179
                                                    --------
             Total Philippines...................      2,454
                                                    --------
PORTUGAL (0.8%):
Banking (0.4%):
      25     Banco Comercial Portugues SA........        475
      17     Banco Espirito Santo e Commerical de
               Lisboa SA, Registered (b).........        378
      16     Banco Internacional do Funchal SA
               (b)...............................        117

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
PORTUGAL, CONTINUED:
 Banking, continued:
      1      Banco Totta & Acores SA.............   $     17
     17      BPI-SGPS SA, Registered.............        330
                                                    --------
                                                       1,317
                                                    --------
Beverages & Tobacco (0.0%):
      11     UNICER-Uniao Cervejeira SA..........        192
                                                    --------
Building Products (0.0%):
      1      Cimpor-Cimentos de Portugal,
               SGPS SA...........................         30
                                                    --------
Food & Household Products (0.1%):
      9      Estabelecimentos Jeronimo Martins &
               Filho SA..........................        643
                                                    --------
Forest Products (0.1%):
      8      Soporcel-Sociedade Portuguesa de
               Celulose SA (b)...................        241
                                                    --------
Industrial Holding Companies (0.1%):
     10      Sonae Investimentos SA..............        431
                                                    --------
Insurance (0.0%):
      6      Companhia de Seguros Tranquilidade,
               Registered........................        123
                                                    --------
Retail-General Merchandise (0.0%):
      5      Modelo Continente-Sociedade Gestora
               de Participacoes Sociais SA.......        220
                                                    --------
Telecommunications (0.1%):
     16      Portugal Telecom SA.................        658
                                                    --------
                                                       3,855
                                                    --------
Singapore (0.4%):
Lodging (0.1%):
     310     Hotel Properties Ltd................        527
                                                    --------
Machinery & Equipment (0.0%):
      19     Van Der Horst Ltd...................         35
                                                    --------
Real Estate (0.0%):
      78     United Industrial Corp., Ltd........         59
      27     United Overseas Land Ltd. (b).......         37
                                                    --------
                                                          96
                                                    --------
Telecommunications (0.1%):
     334     Singapore Telecommunications Ltd....        617
                                                    --------
Transportation & Shipping (0.2%):
     468     Chuan Hup Holdings Ltd..............        336
     347     Neptune Orient Lines Ltd............        311
                                                         647
                                                    --------
             Total Portugal......................      1,922
                                                    --------
</TABLE>

Continued

64

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
INTERNATIONAL EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
SOUTH AFRICA (0.7%):
Banking & Financial Services (0.2%):
      7      Nedcor Ltd..........................   $    146
      3      Standard Bank Investment Corp.,
               Ltd...............................        128
                                                    --------
                                                         274
                                                    --------
Brewery (0.0%):
      7      South African Breweries Ltd.........        203
                                                    --------
Diversified (0.2%):
       5     Anglovaal Industries Ltd............         19
      11     Barlow Ltd..........................        115
      41     Gencor Ltd..........................        187
       0     Haggie Ltd..........................          1
      18     Malbak Ltd..........................         28
      14     Rembrandt Group Ltd.................        149
      13     Smith (C.G.) Ltd....................         74
                                                    --------
                                                         573
                                                    --------
Engineering (0.0%):
      31     Murray & Roberts Holdings Ltd.......         72
                                                    --------
Entertainment (0.0%):
      55     Sun International (South Africa)
               Ltd...............................         31
                                                    --------
Financial Services (0.0%):
      12     Amalgamated Banks of South Africa...         84
       7     First National Bank Holdings Ltd....         59
                                                    --------
                                                         143
                                                    --------
Food & Household Products (0.0%):
       3     Tiger Oats Ltd......................         60
                                                    --------
Food Products & Services (0.0%):
       2     Foodcorp Ltd........................         15
                                                    --------
Forest Products (0.0%):
      11     Nampak Ltd..........................         49
      13     Sappi Ltd...........................        113
                                                    --------
                                                         162
                                                    --------
Industrial Goods & Services (0.0%):
       1     Anglo American Industrial Corp.,
               Ltd...............................         48
                                                    --------
Insurance (0.0%):
       5     Liberty Life Association of Africa
               Ltd...............................        144
       4     Southern Life Association Ltd.......         44
                                                    --------
                                                         188
                                                    --------
Metals & Mining (0.3%):
       6     Anglo American Corp. of South Africa
               Ltd...............................        357
       1     Anglo American Gold Investment Co.,
               Ltd...............................         30
       9     DeBeers Centenary AG................        343
       5     Driefontein Consolidated Ltd........         35
       2     Gold Fields of South Africa Ltd.....         35
       8     Johnnies Industrial Corp., Ltd......        105

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
SOUTH AFRICA, CONTINUED:
Metals & Mining, continued:
      6      Kloof Gold Mining Company Ltd.......   $     33
      8      Randfontein Estates Gold Mining
               Co................................         17
      5      Rustenburg Platinum Holdings Ltd....         86
      4      Samancor Ltd........................         41
                                                    --------
                                                       1,082
                                                    --------
Oil & Gas Exploration, Production & Services (0.0%):
      14     Sasol Ltd...........................        185
                                                    --------
Pharmaceuticals (0.0%):
      3      South African Druggists Ltd.........         24
                                                    --------
Retail-General Merchandise (0.0%):
      2      Ellerine Holdings Ltd...............         18
      7      New Clicks Holdings Ltd.............          7
                                                    --------
                                                          25
                                                    --------
             Total South Africa..................      3,085
                                                    --------
SPAIN (4.1%):
Banking (1.3%):
      28     Banco Bilbao Vizcaya SA,
               Registered........................      2,261
      23     Banco Central Hispanoamericano SA...        828
      17     Corporacion Bancaria de Espana SA...        965
      64     Esp Banco Santander Sa..............      1,982
                                                    --------
                                                       6,036
                                                    --------
Beverages & Tobacco (0.1%):
      12     El Aguila SA (b)....................         58
       6     Tabacalera SA, Class A..............        323
                                                    --------
                                                         381
                                                    --------
Building Products (0.0%):
      15     Uralita SA..........................        168
                                                    --------
Chemicals (0.0%):
      54     Ercros SA (b).......................         55
                                                    --------
Construction (0.0%):
       7     Dragados Y Construcciones SA........        146
                                                    --------
Energy (0.4%):
      48     Repsol SA...........................      2,038
                                                    --------
Food & Household Products (0.1%):
      17     Ebro Agricolas, Compania de
               Alimentacion SA...................        330
                                                    --------
Forest Products (0.1%):
       7     Empresa Nacional de Celulosas SA....        129
      38     Sarrio SA...........................        149
                                                    --------
                                                         278
                                                    --------
Industrial Holding Companies (0.2%):
       6     Corporacion Financiara Alba.........        712
                                                    --------
Insurance (0.0%):
       4     Corporacion Mapfre..................        192
                                                    --------
</TABLE>

Continued

                                                          65

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
International Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
SPAIN, CONTINUED:
Miscellaneous Materials & Commodities (0.0%):
      6      Viscofan Industria Navarra de
               Envolturas Celulosicas SA.........   $    150
                                                    --------
Real Estate (0.2%):
      9      Inmobiliaria Metropolitana Vasco
               Central SA........................        313
     16      Vallehermoso SA.....................        424
                                                    --------
                                                         737
                                                    --------
Steel (0.1%):
      3      Acerinox SA.........................        597
                                                    --------
Telecommunications (0.8%):
    130      Telefonica de Espana................      3,757
                                                    --------
Utilities--Electric & Gas (0.8%):
     20      Empresa Nacional de Electricidad
               SA................................        450
      3      Fomento de Construcciones y
               Contratas SA......................        358
      5      Gas Natural SDG SA..................      1,116
    114      Iberdrola SA........................      1,446
     48      Union Electric Fenosa SA............        440
                                                    --------
                                                       3,810
                                                    --------
             Total Spain.........................     19,387
                                                    --------
SWEDEN (1.8%):
Automotive (0.1%):
     15      Volvo AB, Series B..................        388
                                                    --------
Banking & Financial Services (0.1%):
     27      Skandiaviska Enskilda Banken, Class
               A.................................        296
     11      Svenska Handlesbanken, Class A......        357
                                                    --------
                                                         653
                                                    --------
Engineering (0.2%):
     32      ABB AB, A Shares....................        442
      8      ABB AB, B Shares....................        112
      4      Skanska AB, Series B................        188
                                                    --------
                                                         742
                                                    --------
Forest Products (0.1%):
     15      Stora Kopparbergs Bergslags
               Aktiebolag, Series A..............        244
      6      Stora Kopparbergs Bergslags
               Aktiebolag, Series B..............         94
     16      Svenska Cellulosa AB, Series B......        330
                                                    --------
                                                         668
                                                    --------
Insurance (0.0%):
      4      Skandia Forsakrings AB..............        155
                                                    --------
Machinery & Equipment (0.1%):
     13      Atlas Copco AB, Series A............        347
                                                    --------

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
SWEDEN, CONTINUED:
Manufacturing-Consumer Goods (0.1%):
      6      Electrolux AB, Series B.............   $    399
                                                    --------
Metals & Mining (0.0%):
      4      SKF AB, Series B....................        110
      7      Trelleborg AB, Series B.............        117
                                                    --------
                                                         227
                                                    --------
 Metals (Non-ferrous) (0.0%):
      3      Granges AB..........................         37
                                                    --------
 Office Equipment & Services (0.0%):
      5      Esselte AB, Series B................        108
                                                    --------
Pharmaceuticals (0.5%):
     26      Astra AB, A Shares..................        489
     80      Astra AB, B Shares..................      1,416
                                                    --------
                                                       1,905
                                                    --------
Retail-General Merchandise (0.2%):
     32      Hennes & Mauritz AB, B Shares.......      1,146
                                                    --------
Telecommunications (0.4%):
     48      Telefonaktiebolaget LM Ericsson,
               Series B..........................      1,872
                                                    --------
Tobacco (0.0%):
     20      Swedish Match AB....................         68
                                                    --------
             Total Sweden........................      8,715
                                                    --------
SWITZERLAND (2.4%):
Banking (0.1%):
       1     Swiss Bank Corp. (b)................        356
                                                    --------
 Chemicals (0.1%):
       4     Ciba Specialty Chemicals AG.........        327
                                                    --------
 Consumer Goods (0.0%):
       1     Societe Suisse pour la
               Microelectronique et l'Horlogerie
               AG................................        156
                                                    --------
 Diversified (0.1%):
       0     ABB AG, Bearer Shares (d)...........        394
       0     Alusuisse-Lonza Holding AG,
               Registered (d)....................        156
                                                    --------
                                                         550
                                                    --------
 Financial Services (0.3%):
       5     CS Holding AG, Registered...........        580
       1     Union Bank of Switzerland...........        715
                                                    --------
                                                       1,295
                                                    --------
 Food Products & Services (0.2%):
       1     Nestle SA, Registered...............        753
                                                    --------
 Insurance (0.1%):
       0     Swiss Reinsurance Co., Registered
               (d)...............................        552
                                                    --------
</TABLE>

Continued

66
<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
INTERNATIONAL EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
SWITZERLAND, CONTINUED:
Pharmaceuticals (1.5%):
       4     Novartis AG, Bearer.................   $  5,658
       0     Roche Holding AG (d)................        550
       0     Roche Holding AG, Bearer (d)........      1,178
                                                    --------
                                                       7,386
                                                    --------
Transportation (0.0%):
      1      Sfr Danzas Holding Ag Reg...........         98
                                                    --------
             Total Switzerland...................     11,473
                                                    --------
THAILAND (0.3%):
Airlines (0.0%):
     136     Thai Airways International Public
               Co., Ltd., Foreign Registered
               Shares............................        200
                                                    --------
Banking (0.1%):
      42     Bangkok Bank Public Co., Ltd.,
               Foreign Registered Shares.........        287
     182     Krung Thai Bank Ltd.................        192
                                                    --------
                                                         479
                                                    --------
Computer Hardware (0.1%):
      51     Shinamatra Computer Public Co.
               Ltd...............................        272
                                                    --------
Metals & Mining (0.0%):
     655     Padaeng Industries Public Co., Ltd.
               (b)...............................        187
                                                    --------
Telecommunications (0.1%):
      30     Advanced Information Services PLC,
               Foreign Registered Shares.........        261
      77     TelecomAsia Corp. Public Co., Ltd.
               (b)...............................         93
                                                    --------
                                                         354
                                                    --------
             Total Thailand......................      1,492
                                                    --------
TURKEY (0.9%):
Appliances & Household Products (0.0%):
   1,518     Arcelik AS..........................        205
                                                    --------
Automotive (0.0%):
     150     Otosan Otomobil Sanayii AS..........         80
   1,702     Tofas Turk Otomobil Fabrikas AS.....         82
                                                    --------
                                                         162
                                                    --------
Banking & Financial Services (0.3%):
   6,824     Akbank TAS..........................        585
   5,952     Turkiye Garanti Bankasi AS..........        225
                                                    --------
                                                         810
                                                    --------
Beverages & Tobacco (0.0%):
     388     Ege Biracilik ve Malt Sanayi AS.....         90
     420     Ericiyas Biracilik ve Malt
               Sanayii...........................         50
                                                    --------
                                                         140
                                                    --------

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
TURKEY, CONTINUED:
Building Products (0.0%):
     385     Akcansa Cimento AS..................   $     53
     266     Cimentas AS.........................         35
     333     Cimsa Cimento Sanayi ve Ticaret
               AS................................         45
     709     Turk Sise ve Cam Fabrikalari AS.....         45
                                                    --------
                                                         178
                                                    --------
Chemicals (0.0%):
    129      Petkim Petrokimya Holding AS........         44
                                                    --------
Diversified (0.2%):
  1,714      Dogan Sirketler Grubu Holding AS....         44
  1,604      Koc Holding AS......................        378
                                                    --------
                                                         422
                                                    --------
Electrical & Electronic (0.0%):
     94      Raks Electronik Ev Aletleri.........         19
                                                    --------
Financial Services (0.3%):
  1,464      Turkiye Is Bankasi AS, Class C......        572
  8,688      Yapi ve Kredi Bankasi AS............        199
                                                    --------
                                                         771
                                                    --------
Food Products & Services (0.0%):
    455      Tat Konserve Sanayii AS.............         34
                                                    --------
Forest Products (0.0%):
    569      Kartonsan Karton Sanayi ve Ticaret
               AS................................         41
                                                    --------
Industrial Goods & Services (0.0%):
    273      Kordsa Kord Bezi Sanayi ve Ticaret
               AS................................         23
    273      Trl Kordsa Kord Bezi Sanayi
               Rights............................          0
                                                    --------
                                                          23
                                                    --------
Investment Companies (0.0%):
    190      Koc Yatrim ve Sanayi Mamulleri
               Pazarlama SA......................         50
                                                    --------
Manufacturing-Capital Goods (0.0%):
    708      Turk Demir Dokum Fabrikalari AS.....         36
                                                    --------
Metals & Mining (0.0%):
    874      Eregli Demir ve Celik Fabrikalari
               TAS...............................        146
  2,209      Izmir Demir Celik Sanayi AS (b).....         26
                                                    --------
                                                         172
                                                    --------
Oil & Gas Exploration, Production & Services (0.1%):
    327      Aygaz AS............................         67
    548      Petrol Ofisi AS.....................        103
    272      Tupras Turkiye Petrol Rafinerileri
               AS (b)............................        154
                                                    --------
                                                         324
                                                    --------
Telecommunications (0.0%):
    293      Netas-Northern Elektrik
               Telekomunikasyon AS (b)...........         81
                                                    --------
</TABLE>

Continued

                                                          67

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
INTERNATIONAL EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
TURKEY, CONTINUED:
Textile Products (0.0%):
     206     Aksa Akrilik Kimya Sanayii AS.......   $     17
                                                    --------
Tire & Rubber (0.0%):
    133      Brisa Bridgestone Sabanci Lastik
               SAN, ve Tic AS....................         45
    145      Goodyear Lastikleri TAS.............         53
                                                    --------
                                                          98
                                                    --------
Transportation (0.0%):
    422      Turk Hava Yollari AO (b)............        121
                                                    --------
Utilities--Electric & Gas (0.0%):
     89      Cukurova Elektrik AS................        159
                                                    --------
Wholesale Distribution (0.0%):
    193      Migros Turk TAS.....................        136
                                                    --------
             Total Turkey........................      4,043
                                                    --------
UNITED KINGDOM (8.0%):
Aerospace & Military Technology (0.2%):
      22     British Aerospace PLC...............        488
      43     Rolls-Royce PLC.....................        165
      35     Smiths Industries PLC...............        444
                                                    --------
                                                       1,097
                                                    --------
Airlines (0.2%):
      65     British Airways PLC.................        735
                                                    --------
Appliances & Household Products (0.1%):
      14     EMI Group PLC.......................        244
                                                    --------
Auto Parts (0.0%):
      56     LucasVarity PLC.....................        195
                                                    --------
Banking (1.3%):
     160     Abbey National PLC..................      2,189
      75     Barclays PLC........................      1,478
      21     HSBC Holdings PLC...................        646
      49     HSBC Holdings PLC (Hong Kong
               Dollars)..........................      1,446
      26     Royal Bank of Scotland Group PLC....        242
                                                    --------
                                                       6,001
                                                    --------
Beverages & Tobacco (0.2%):
      55     Guinness PLC........................        537
      50     Scottish & Newcastle PLC............        540
                                                    --------
                                                       1,077
                                                    --------
Broadcasting/Cable (0.1%):
      53     British Sky Broadcasting Group
               PLC...............................        385
                                                    --------

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
UNITED KINGDOM, CONTINUED:
Building Products (0.1%):
      30     Marley PLC..........................   $     62
      10     Meyer International PLC.............         72
      50     Rugby Group PLC.....................        100
     159     Tarmac PLC..........................        330
                                                    --------
                                                         564
                                                    --------
Chemicals (0.1%):
     33      Imperial Chemical Industries PLC....        459
                                                    --------
Conglomerates (0.2%):
     92      B.A.T. Industries PLC...............        824
                                                    --------
Construction (0.1%):
     74      Taylor Woodrow PLC..................        216
     26      Wilson Connolly Holdings PLC........         69
                                                    --------
                                                         285
                                                    --------
Diversified (0.0%):
     54      Lonrho PLC..........................        114
                                                    --------
Electrical & Electronic (0.3%):
     50      Bowthorpe PLC.......................        273
     57      Electrocomponents PLC...............        428
    100      General Electric Co., PLC...........        598
                                                    --------
                                                       1,299
                                                    --------
Energy (0.5%):
    173      British Petroleum Co., PLC..........      2,152
     20      Energy Group PLC....................        214
                                                    --------
                                                       2,366
                                                    --------
Engineering (0.0%):
     25      Barratt Developments PLC............        101
     56      Costain Group PLC (b)...............         39
                                                    --------
                                                         140
                                                    --------
Financial Services (0.4%):
    169      Lloyds TSB Group PLC................      1,732
     37      St. James's Place Capital PLC.......         80
                                                    --------
                                                       1,812
                                                    --------
Food & Household Products (0.2%):
     42      Cadbury Schweppes PLC...............        377
     25      Unilever PLC........................        722
                                                    --------
                                                       1,099
                                                    --------
Food Products & Services (0.1%):
     66      J Sainsbury PLC.....................        401
                                                    --------
Health & Personal Care (0.6%):
     98      Glaxo Wellcome PLC..................      2,020
     27      Zeneca PLC..........................        876
                                                    --------
                                                       2,896
                                                    --------
</TABLE>

Continued

68

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
INTERNATIONAL EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
UNITED KINGDOM, CONTINUED:
Industrial Holding Companies (0.3%):
     28      BICC Group PLC......................   $     83
    109      BTR PLC.............................        372
     94      Grand Metropolitan PLC..............        912
     36      Hanson PLC..........................        180
                                                    --------
                                                       1,547
                                                    --------
Insurance (0.3%):
     56      Commercial Union PLC................        592
     43      Prudential Corp. PLC................        419
     34      Royal & Sun Alliance Insurance Group
               PLC...............................        250
                                                    --------
                                                       1,261
                                                    --------
Leisure (0.2%):
     58      Granada Group PLC...................        760
     29      Rank Group PLC......................        181
                                                    --------
                                                         941
                                                    --------
Machinery & Equipment (0.1%):
     20      GKN PLC.............................        344
                                                    --------
Merchandising (0.1%):
     43      Safeway PLC.........................        248
                                                    --------
Metals & Mining (0.1%):
     72      English China Clays PLC.............        246
                                                    --------
Metals (Non-ferrous) (0.2%):
     43      RTZ Corp., PLC, Registered..........        740
                                                    --------
Metals (Steel) (0.0%):
     89      British Steel PLC...................        220
                                                    --------
Miscellaneous Materials & Commodities (0.0%):
     61      Harrison & Crossfield PLC...........        113
     51      Pilkington PLC......................        116
                                                    --------
                                                         229
                                                    --------
Oil & Gas Exploration, Production & Services (0.0%):
     36      LASMO PLC...........................        155
                                                    --------
Paper Products (0.0%):
     41      Rexam PLC...........................        173
                                                    --------
Pharmaceuticals (0.3%):
     72      SmithKline Beecham PLC..............      1,332
                                                    --------
Printing & Publishing (0.1%):
     52      Reuters Holdings PLC................        548
                                                    --------
Real Estate (0.2%):
     19      British Land Co., PLC...............        176
     49      Land Securities PLC.................        686
                                                    --------
                                                         862
                                                    --------
Retail Stores/Catalog (0.6%):
      46     Boots Co., PLC......................        533
      41     Great Universal Stores PLC..........        415

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
UNITED KINGDOM, CONTINUED:
Retail Stores/Catalog, continued:
     90      Marks & Spencer PLC.................   $    744
     23      Next PLC............................        256
    117      Tesco PLC...........................        720
     25      Thorn PLC...........................         71
                                                    --------
                                                       2,739
                                                    --------
Road & Railroad (0.0%):
      23     Peninsular & Oriental Steam
               Navigation Co.....................        229
                                                    --------
Telecommunications (0.6%):
    196      British Telecommunications PLC......      1,453
     84      Cable & Wireless PLC................        769
    127      Vodaphone Group PLC.................        616
                                                    --------
                                                       2,838
                                                    --------
Textile Products (0.0%):
     24      Courtaulds Textiles PLC.............        124
                                                    --------
Utilities--Electric & Gas (0.2%):
    108      British Gas PLC.....................        398
    110      Centrica PLC........................        134
     35      National Power PLC..................        308
                                                    --------
                                                         840
                                                    --------
             Total United Kingdom................     37,609
                                                    --------
UNITED STATES (1.9%):
Aluminum (0.0%):
      16     Indian Aluminum Company Ltd. GDR
               (b)...............................         55
                                                    --------
Automotive (0.1%):
      14     Mahindra & Mahindra Ltd. GDR (b)....        202
      16     Tata Engineering & Locomotive Co.,
               Ltd. GDR (b)......................        252
                                                    --------
                                                         454
                                                    --------
Beverages & Tobacco (0.1%):
       7     Compania Cervezas Unidas SA ADR.....        147
       7     Embotelladora Andina SA ADR.........        143
       3     Vina Concho y Toro SA ADR...........         93
                                                    --------
                                                         383
                                                    --------
Building Products (0.0%):
      19     Gujarat Ambuja Cements Ltd. GDR.....        182
                                                    --------
Chemicals (0.1%):
      10     Indian Petrochemicals Corp., Ltd.
               GDR...............................        116
      41     Indo Gulf Fertilizers and Chemicals
               Corp., Ltd. GDR (b)...............         43
       6     Quimica Y Minera Chile SA ADR.......        424
       7     United Phosphorus Ltd. GDR (b)......         48
                                                    --------
                                                         631
                                                    --------
</TABLE>

Continued

                                                            69

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
INTERNATIONAL EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
UNITED STATES, CONTINUED:
Diversified (0.1%):
      13     Grasim Industries Ltd. GDR (b)......   $    176
      19     ITC Ltd. GDR (b)....................        305
       2     U.S. Industries, Inc. (b)...........         58
                                                    --------
                                                         539
                                                    --------
Forest Products (0.0%):
     12      Maderas Y Sinteticos Anonima SA
               ADR...............................        198
                                                    --------
Hotels & Lodging (0.1%):
      6      East India Hotels Ltd. GDR..........         90
      8      Indian Hotels Co., Ltd. GDR (b).....        185
                                                    --------
                                                         275
                                                    --------
Manufacturing-Capital Goods (0.1%):
      5      Ashok Leyland Ltd. GDR..............         32
     27      India Cements Ltd. GDR..............         80
     14      Larsen & Toubro Ltd. GDR (b)........        230
                                                    --------
                                                         342
                                                    --------
Metals & Mining (0.0%):
      8      Madeco SA ADR.......................        187
                                                    --------
Metals (Steel) (0.0%):
     20      Steel Authority of India Ltd. GDR
               (b)...............................        176
                                                    --------
Packaging (0.0%):
      9      Cristalerias de Chile ADR...........        203
                                                    --------
Pharmaceuticals (0.1%):
      5      Laboratorio Chile ADR...............        134
      9      Ranbaxy Laboratories Ltd. GDR.......        211
                                                    --------
                                                         345
                                                    --------
Textile Products (0.2%):
      22     Arvind Mills Ltd. GDR...............        111
       7     Bombay Dye & Manufacturing Co. GDR
               (b)...............................         22
       1     Century Textile & Industries Ltd.
               GDR (b)...........................         66
      14     Indian Rayon & Industries Ltd. GDR
               (b)...............................        173
       8     Raymond Ltd. GDR....................         33
      29     Reliance Industries Ltd. GDR (b)....        676
                                                    --------
                                                       1,081
                                                    --------
Transportation (0.1%):
       7     Bajaj Auto Ltd. GDR.................        241
                                                    --------
Transportation--Shipping (0.0%):
      21     Great Eastern Shipping Co. GDR
               (b)...............................        132
                                                    --------

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
COMMON STOCKS, CONTINUED:
UNITED STATES, CONTINUED:
Utilities--Electric & Gas (0.9%):
      12     Chilectra SA ADR....................   $    335
      12     Chilgener SA ADR....................        333
      30     Empresa Nacional Electricidad ADR...      2,490
      12     Enersis SA ADR......................        421
                                                    --------
                                                       3,579
                                                    --------
             Total United States.................      9,003
                                                    --------
                              Total Common Stocks    458,017
                                                    --------
PREFERRED STOCKS (1.7%):
AUSTRALIA (0.2%):
     223     News Corp. Ltd......................        873
                                                    --------
BRAZIL (0.6%):
Banking (0.0%):
  14,403     Banco Bradesco SA...................        144
     131     Banco Itau SA.......................         75
                                                    --------
                                                         219
                                                    --------
Beverages & Tobacco (0.0%):
      91     Companhia Cervejaria Brahma.........         70
                                                    --------
Electric Utility (0.0%):
   1,504     Cia Energetica de Sao Paolo (b).....        101
   2,673     Companhia Energetica de Minas
               Gerais............................        134
                                                    --------
                                                         235
                                                    --------
Forest Products (0.0%):
      90     Sadia-Concordia SA..................         96
                                                    --------
Oil & Gas Exploration, Production & Services (0.2%):
   1,919     Petroleo Brasileiro SA..............        526
                                                    --------
Steel (0.0%):
       7     Companhia Vale do Rio Doce..........        149
                                                    --------
Telecommunications (0.4%):
   7,869     Telecomunicacoes Brasileiras SA.....      1,195
     351     Telecomunicacoes de Sao Paolo SA....        114
                                                    --------
                                                       1,309
                                                    --------
             Total Brazil........................      2,604
                                                    --------
GERMANY (0.7%):
Automotive (0.2%):
       3     Volkswagen AG.......................      1,488
                                                    --------
Business Services (0.3%):
       6     SAP AG..............................      1,269
                                                    --------
Textile Products (0.0%):
       0     Escada AG...........................         48
                                                    --------
Utilities--Electric & Gas (0.2%):
      28     RWE AG..............................        981
                                                    --------
             Total Germany.......................      3,786
                                                    --------
</TABLE>

Continued

70

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
INTERNATIONAL EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
PREFERRED STOCKS, CONTINUED:
GREECE (0.1%):
Telecommunications (0.1%):
      6      Intracom SA.........................   $    255
                                                    --------
ITALY (0.1%):
Automotive (0.1%):
     168     Fiat SpA............................        311
                                                    --------
Total Preferred Stocks                                 7,829
                                                    --------
RIGHTS (0.0%):
KOREA (0.0%):
       2     Samsung Electronics Co. (d).........          0
                                                    --------
SWEDEN (0.0%):
       4     Skanska AB, Series B (d)............          0
                                                    --------
       Total Rights..............................          0
                                                    --------
U.S. TREASURY OBLIGATIONS (0.0%):
U.S. Treasury Bills (0.0%):
      20     7/10/97 (c).........................         20
      25     8/21/97 (c).........................         25
      40     8/28/97 (c).........................         40
      90     9/25/97 (c).........................         88
                                                    --------
                  Total U.S. Treasury Obligations        173
                                                    --------

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
WARRANTS (0.0%):
France (0.0%):
      17     Compagnie Generale des Eaux.........   $     10
                                                    --------
   Total Warrants                                         10
                                                    --------
REPURCHASE AGREEMENTS (2.0%):
United States (2.0%):
   9,399     State Street Bank, 5.00%, 7/1/97
               (Collateralized by $9,410 U.S.
               Treasury Notes, 6.25%, 3/31/99,
               market value--$9,593).............      9,399
                                                    --------
   Total Repurchase Agreements                         9,399
                                                    --------
Total (Cost--$384,664) (a)                          $475,428
                                                    ========
</TABLE>

Continued

                                                           71

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
INTERNATIONAL EQUITY INDEX FUND
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

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

Percentages indicated are based on net assets of $472,544.
(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 $2,915. Cost for federal income tax purposes differs from
    value by net unrealized appreciation of securities as follows (amounts in
    thousands):

<TABLE>
                  <S>                                                                         <C>
                  Unrealized appreciation..................................................   $112,520
                  Unrealized depreciation..................................................    (24,671)
                                                                                              --------
                  Net unrealized appreciation..............................................   $ 87,849
                                                                                              ========
</TABLE>

(b) Non-income producing securities.
(c) Serves as collateral for future contracts.

<TABLE>
<CAPTION>
                                                      CURRENT
                                          OPENING     MARKET
NUMBER OF                                POSITIONS     VALUE
CONTRACTS           CONTRACT TYPE          (000)       (000)
- ----------    -------------------------  ---------    -------
<C>           <S>                        <C>          <C>
    19        Long Eurotop 100 Index
              Future, 9/19/97             $ 3,921     $4,018
    34        Long Nikkei 225 Index
              Future, 9/11/97               3,944      3,502
                                          $ 7,865     $7,520
                                         ========     =======
</TABLE>

(d) Amounts less than 1,000.

ADR  American Depository Receipt
GDR  Global Depository Receipt

<TABLE>
<CAPTION>
                                                                                                                     UNREALIZED
                                                         DELIVERY    CONTRACT     CONTRACT    CONTRACT    MARKET    APPRECIATION/
                  CURRENCY                                 DATE        PRICE       AMOUNT      VALUE      VALUE     (DEPRECIATION)
                  --------                               --------    ---------    --------    --------    ------    -------------
                  <S>                                    <C>         <C>          <C>         <C>         <C>       <C>
                  Long Contracts:
                  European Currency Unit..............    9/19/97    $  0.8798    $  2,910     $3,308     $3,290        $ (18)
                  Japanese Yen........................    9/11/97     111.0300     433,800      3,907      3,825          (82)
                                                                                                           ------       ------
                  Total Long Contracts................                                         $7,215     $7,115        $(100)
                                                                                              =======     ======        ======
</TABLE>

See notes to financial statements.

72

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                               JUNE 30, 1997

<TABLE>
<CAPTION>
                                                             (Amounts in Thousands, except per share amounts)
                                            ASSET ALLOCATION    INCOME EQUITY    EQUITY INDEX    VALUE GROWTH    LARGE COMPANY
                                                  FUND              FUND             FUND            FUND         VALUE FUND
                                            ----------------    -------------    ------------    ------------    -------------
<S>                                         <C>                 <C>              <C>             <C>             <C>
ASSETS:
Investments, at value....................       $168,007          $ 796,415        $713,983        $481,169        $ 664,073
Repurchase agreements, at cost...........          2,640              9,787          31,896           7,683           46,324
                                                --------          ---------        --------        --------        ---------
Total (cost $153,456; $449,883; $518,526;
  $412,230; and $581,154;
  respectively)..........................        170,647            806,202         745,879         488,852          710,397
Cash.....................................             --                  1              --              --                1
Interest and dividends receivable........          1,190              1,796             888             606              830
Receivable for capital shares issued.....            320                460           1,112              31               39
Receivable from brokers for investments
  sold...................................          1,196              1,012           1,488             946               --
Prepaid expenses and other assets........              7                 15              14               1                9
                                                --------          ---------        --------        --------         --------
TOTAL ASSETS.............................        173,360            809,486         749,381         490,436          711,276
                                                --------          ---------        --------        --------         --------

LIABILITIES:
Dividends payable........................            427                696             368             248              355
Payable for capital shares redeemed......             25                 60              93              54                1
Payable to brokers for investments
  purchased..............................          2,482                511             485             974               --
Net payable for variation margin on
  futures contracts......................              3                 --             226              60               --
Accrued expenses and other payables:
    Investment advisory fees.............             77                486              60             299              431
    Administration fees..................             11                111              22              67               99
    12b-1 fees...........................             41                 79             152              18               10
    Other................................             44                 42             119              56              104
                                                --------          ---------        --------        --------         --------
TOTAL LIABILITIES........................          3,110              1,985           1,525           1,776            1,000
                                                --------          ---------        --------        --------         --------
NET ASSETS:
Capital..................................        139,176            395,370         502,010         380,040          565,003
Undistributed (distributions in excess
  of) net investment income..............              5                 (5)             --              12                1
Accumulated undistributed net realized
  gains from investment, options and
  futures transactions...................         13,861             55,817          18,873          31,654           16,029
Net unrealized appreciation
  (depreciation) from investments and
  futures................................         17,208            356,319         226,973          76,954          129,243
                                                --------          ---------        --------        --------         --------
NET ASSETS...............................       $170,250          $ 807,501        $747,856        $488,660        $ 710,276
                                                ========          =========        ========        ========        =========
NET ASSETS:
    Fiduciary............................       $ 94,971          $ 649,007        $480,819        $430,837        $ 686,156
    Class A..............................         31,379             78,976          98,338          47,306           14,832
    Class B..............................         43,900             79,518         168,699          10,517            9,288
                                                --------          ---------        --------        --------         --------
    Total................................       $170,250          $ 807,501        $747,856        $488,660        $ 710,276
                                                ========          =========        ========        ========        =========
OUTSTANDING UNITS OF BENEFICIAL INTEREST
  (SHARES):
    Fiduciary............................          7,314             29,591          22,055          37,439           46,382
    Class A..............................          2,414              3,606           4,510           4,113              999
    Class B..............................          3,366              3,622           7,737             917              621
                                                --------          ---------        --------        --------         --------
    Total................................         13,094             36,819          34,302          42,469           48,002
                                                ========          =========        ========        ========         ========
Net Asset Value:
    Fiduciary
      Offering and redemption price per
      share..............................       $  12.98          $   21.93        $  21.80        $  11.51        $   14.79
                                                ========          =========        ========        ========        =========
    Class A
      Redemption price per share.........       $  13.00          $   21.90        $  21.81        $  11.50        $   14.85
                                                ========          =========        ========        ========        =========
      Maximum sales charge...............           4.50%              4.50%           4.50%           4.50%            4.50%
                                                ========          =========        ========        =========       =========
      Maximum offering price per share
        (100%/(100%-maximum sales charge)
        of net asset value adjusted to
        nearest cent)....................       $  13.61          $   22.93        $  22.84        $  12.04        $   15.55
                                                ========          =========        ========        ========        =========
    Class B
      Offering price per share (a).......       $  13.04          $   21.95        $  21.80        $  11.47        $   14.95
                                                ========          =========        ========        ========        =========
</TABLE>

- ------------
(a) Redemption price per Class B share varies based on length of time shares are
held.

See notes to financial statements.

                                                                            73
<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                               JUNE 30, 1997

<TABLE>
<CAPTION>
                                                               (Amounts in Thousands, except per share amounts)
                                                                                   GROWTH                       INTERNATIONAL
                                                 DISCIPLINED   LARGE COMPANY    OPPORTUNITIES    GULF SOUTH      EQUITY INDEX
                                                 VALUE FUND     GROWTH FUND         FUND         GROWTH FUND         FUND
                                                 ----------    -------------    -------------    -----------    --------------
<S>                                              <C>           <C>              <C>              <C>            <C>
ASSETS:
Investments, at value.........................    $579,119      $ 1,374,135       $ 667,590       $  97,368        $466,029
Repurchase agreements, at cost................      29,318           28,027          39,449           2,589           9,399
                                                  --------      -----------        --------       ---------        --------
Total (cost $510,158; $953,962; $611,514;
  $75,832; and $384,664; respectively)........     608,437        1,402,162         707,039          99,957         475,428
Cash..........................................           1                1              --               1               1
Foreign currency, at value (cost $392)........          --               --              --              --             391
Interest and dividends receivable.............         708            1,704             389              56             961
Receivable for capital shares issued..........          28              668             117               5              93
Receivable from brokers for investments
  sold........................................       1,655           19,244           3,659           1,244              --
Tax reclaim receivable........................          --               --              --              --             732
Prepaid expenses and other assets.............          10               21              21               5               4
                                                  --------       ----------        --------        --------        --------
TOTAL ASSETS..................................     610,839        1,423,800         711,225         101,268         477,610
                                                  --------       ----------        --------        --------        --------
LIABILITIES:
Dividends payable.............................         517              297              --              --           4,472
Payable for capital shares redeemed...........          39               67              17              59               6
Payable to brokers for investments
  purchased...................................       2,993           21,081           5,891           1,665              --
Net payable for variation margin on futures
  contracts...................................          --               --              --              --              49
Payable for forward foreign currency
  contracts...................................          --               --              --              --             100
Accrued expenses and other payables:
    Investment advisory fees..................         370              841             427              59             209
    Administration fees.......................          85              192              98               6              65
    12b-1 fees................................          22              131              39               7              11
    Other.....................................         103              149              63              20             154
                                                  --------      -----------        --------       ---------        --------
TOTAL LIABILITIES.............................       4,129           22,758           6,535           1,816           5,066
                                                  --------      -----------        --------       ---------        --------
NET ASSETS:
Capital.......................................     464,962          843,217         584,715          70,806         380,858
Undistributed (distributions in excess of) net
  investment income...........................          17               45              --            (176)         (2,608)
Accumulated undistributed net realized gains
  from investment, options, futures and
  foreign currency transactions...............      43,452          109,580          24,450           4,697           3,571
Net unrealized appreciation (depreciation)
  from investments, futures and translation of
  assets and liabilities in foreign
  currencies..................................      98,279          448,200          95,525          24,125          90,723
                                                  --------      -----------        --------       ---------        --------
NET ASSETS....................................    $606,710      $ 1,401,042       $ 704,690       $  99,452        $472,544
                                                  ========      ===========       =========       =========        ========
NET ASSETS:
    Fiduciary.................................    $562,302      $ 1,142,864       $ 623,911       $  78,318        $449,949
    Class A...................................      23,909          125,910          43,370          17,299          12,562
    Class B...................................      20,499          132,268          37,409           3,835          10,033
                                                  --------      -----------        --------       ---------        --------
    Total.....................................    $606,710      $ 1,401,042       $ 704,690       $  99,452        $472,544
                                                  ========      ===========       =========       =========        ========
OUTSTANDING UNITS OF BENEFICIAL INTEREST
  (SHARES):
    Fiduciary.................................      35,922           58,802          32,061           7,159          26,634
    Class A...................................       1,525            6,322           2,239           1,581             743
    Class B...................................       1,310            6,744           1,988             354             610
                                                  --------      -----------        --------       ---------        --------
    Total.....................................      38,757           71,868          36,288           9,094          27,987
                                                  ========      ===========       =========       =========        ========
Net Asset Value:
    Fiduciary--
      offering and redemption price per
      share...................................    $  15.65      $     19.44       $   19.46       $   10.94        $  16.89
                                                  ========      ===========       =========       =========        ========
    Class A
      Redemption price per share..............    $  15.68      $     19.92       $   19.37       $   10.94        $  16.92
                                                  ========      ===========       =========       =========        ========
      Maximum sales charge....................        4.50%            4.50%           4.50%           4.50%           4.50%
                                                  ========      ===========       =========       =========        ========
      Maximum offering price per share
        (100%/(100%--maximum sales charge) of
        net asset value adjusted to nearest
        cent).................................    $  16.42      $     20.86       $   20.28       $   11.46        $  17.72
                                                  ========      ===========       =========       =========        ========
    Class B
      Offering price per share (a)............    $  15.64      $     19.61       $   18.82       $   10.84        $  16.44
                                                  ========      ===========       =========       =========        ========
</TABLE>

- ------------
(a) Redemption price per Class B share varies based on length of time shares are
held.

See notes to financial statements.

74

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS                        FOR THE YEAR ENDED JUNE 30, 1997

<TABLE>
<CAPTION>
                                                                     (Amounts in Thousands)
                                       ASSET ALLOCATION    INCOME EQUITY    EQUITY INDEX    VALUE GROWTH    LARGE COMPANY
                                             FUND              FUND             FUND            FUND         VALUE FUND
                                       ----------------    -------------    ------------    ------------    -------------
<S>                                    <C>                 <C>              <C>             <C>             <C>
INVESTMENT INCOME:
Interest income.....................       $  4,334          $   2,052        $  1,218        $    943        $   1,683
Dividend income.....................          1,169             13,965          10,484           5,561           17,030
Income from securities lending......             35                105             103              77              183
                                           --------          ---------        --------        --------        ---------
TOTAL INCOME........................          5,538             16,122          11,805           6,581           18,896
                                           --------          ---------        --------        --------        ---------
EXPENSES:
Investment advisory fees............            827              4,104           1,642           2,379            4,726
Administration fees.................            211                917             905             531            1,056
12b-1 fees (Class A)................             81                198             203             138               42
12b-1 fees (Class B)................            283                484             902              70               60
Custodian and accounting fees.......             77                 60             221              83               94
Legal and audit fees................              5                 22              21              14               22
Trustees' fees and expenses.........              1                  7               5               4                9
Transfer agent fees.................             93                248             311             139               68
Registration and filing fees........             45                 95              92              27              108
Printing costs......................             19                 78              81              48               90
Other...............................              5                 15              19               6                6
                                           --------          ---------        --------        --------        ---------
Total expenses before waivers.......          1,647              6,228           4,402           3,439            6,281
Less waivers........................           (282)               (56)         (1,727)           (109)             (12)
                                           --------          ---------        --------        --------        ---------
NET EXPENSES........................          1,365              6,172           2,675           3,330            6,269
                                           --------          ---------        --------        --------        ---------
Net Investment Income...............          4,173              9,950           9,130           3,251           12,627
                                           --------          ---------        --------        --------        ---------
REALIZED/UNREALIZED GAINS FROM
  INVESTMENTS, OPTIONS AND FUTURES:
Net realized gains from investments,
  options and futures
  transactions......................         15,867             63,053          20,871          42,586           17,493
Net change in unrealized
  appreciation (depreciation) from
  investments, options
  and futures.......................          4,463             89,271         140,765          51,518          126,134
                                           --------          ---------        --------        --------        ---------
Net realized/unrealized gains from
  investments, options and
  futures...........................         20,330            152,324         161,636          94,104          143,627
                                           --------          ---------        --------        --------        ---------
Change in net assets resulting from
  operations........................       $ 24,503          $ 162,274        $170,766        $ 97,355        $ 156,254
                                           ========          =========        ========        ========        =========
</TABLE>

See notes to financial statements.

                                                                           75

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS                        FOR THE YEAR ENDED JUNE 30, 1997

<TABLE>
<CAPTION>
                                                                       (Amounts in Thousands)
                                                                              GROWTH                       INTERNATIONAL
                                            DISCIPLINED   LARGE COMPANY    OPPORTUNITIES    GULF SOUTH      EQUITY INDEX
                                            VALUE FUND     GROWTH FUND         FUND         GROWTH FUND         FUND
                                            ----------    -------------    -------------    -----------    --------------
<S>                                         <C>           <C>              <C>              <C>            <C>
INVESTMENT INCOME:
Interest income..........................    $    431       $   1,314        $   1,507        $   237         $    416
Dividend income..........................      13,343          16,518           11,811            546            8,560
Income from securities lending...........         153             191              668             69               --
Foreign tax withholding..................          --              --               --             --             (960)
                                             --------       ---------         --------        -------         --------
Total Income.............................      13,927          18,023           13,986            852            8,016
                                             --------       ---------         --------        -------         --------
EXPENSES:
Investment advisory fees.................       4,129           7,948            4,511            730            2,202
Administration fees......................         923           1,776            1,008            163              662
12b-1 fees (Class A).....................          77             332              113             61               38
12b-1 fees (Class B).....................         180             866              226             32               74
Custodian and accounting fees............          86              92              154             58              323
Legal and audit fees.....................          26              43               31              5               16
Organization costs.......................          --               1               --             --                3
Trustees' fees and expenses..............           8              13                8              2                3
Transfer agent fees......................         140             492              172            104               76
Registration and filing fees.............          46             118               72             28               62
Printing costs...........................          81             154               87             15               56
  Other..................................           4              26                7              2               27
                                             --------       ---------         --------        -------         --------
Total expenses before waivers............       5,700          11,861            6,389          1,200            3,542
Less waivers.............................         (22)            (95)             (32)          (117)             (11)
                                             --------       ---------         --------        -------         --------
NET EXPENSES.............................       5,678          11,766            6,357          1,083            3,531
                                             --------       ---------         --------        -------         --------
Net Investment Income (Loss).............       8,249           6,257            7,629           (231)           4,485
                                             --------       ---------         --------        -------         --------
REALIZED/UNREALIZED GAINS FROM
  INVESTMENTS, FUTURES AND FOREIGN
  CURRENCIES:
Net realized gains from investments,
  options, futures and foreign currency
  transactions...........................      59,778         130,961           35,797         10,486            5,054
Net change in unrealized appreciation
  (depreciation) from investments,
  options, futures and translation of
  assets and liabilities in foreign
  currencies.............................      36,525         186,164           87,369          1,985           51,395
                                             --------       ---------         --------        -------         --------
Net realized/unrealized gains from
  investments, futures and foreign
  currencies.............................      96,303         317,125          123,166         12,471           56,449
                                             --------       ---------         --------        -------         --------
Change in net assets resulting
  from operations........................    $104,552       $ 323,382        $ 130,795        $12,240         $ 60,934
                                             ========       =========        =========        =======         ========
</TABLE>

See notes to financial statements.

76

<PAGE>

- --------------------------------------------------------------------------------
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 ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED
                                          JUNE 30,       JUNE 30,       JUNE 30,       JUNE 30,       JUNE 30,       JUNE 30,
                                            1997           1996           1997           1996           1997           1996
                                         -----------    -----------    -----------    -----------    -----------    -----------
<S>                                      <C>            <C>            <C>            <C>            <C>            <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
    Net investment income.............    $   4,173      $   2,090      $   9,950      $   6,029      $   9,130      $   6,199
    Net realized gains from
      investment, options and futures
      transactions....................       15,867          4,144         63,053          8,723         20,871         10,186
    Net change in unrealized
      appreciation (depreciation) from
      investments, options and
      futures.........................        4,463          1,631         89,271         35,127        140,765         47,556
                                          ---------      ---------      ---------      ---------      ---------      ---------
Change in net assets resulting from
  operations..........................       24,503          7,865        162,274         49,879        170,766         63,941
                                          ---------      ---------      ---------      ---------      ---------      ---------
DISTRIBUTIONS TO FIDUCIARY
  SHAREHOLDERS:
    From net investment income........       (2,678)        (1,520)        (8,549)        (5,321)        (7,178)        (5,782)
    In excess of net investment
      income..........................          (11)            --            (14)           (25)            --           (161)
    From net realized gains from
      investment transactions.........       (2,959)          (640)       (10,510)        (7,457)        (3,288)        (8,186)
DISTRIBUTIONS TO CLASS A SHAREHOLDERS:
    From net investment income........         (764)          (343)          (948)          (528)          (899)          (269)
    In excess of net investment
      income..........................           (3)            --             (2)            (2)            --             (7)
    From net realized gains from
      investment transactions.........         (974)          (143)        (1,743)          (850)          (420)          (359)
DISTRIBUTIONS TO CLASS B SHAREHOLDERS:
    From net investment income........         (731)          (216)          (453)          (180)          (780)          (149)
    In excess of net investment
      income..........................           (3)            --             (1)            (1)            --             (4)
    From net realized gains from
      investment transactions.........       (1,129)           (99)        (1,424)          (356)          (629)          (256)
                                          ---------      ---------      ---------      ---------      ---------      ---------
Change in net assets from shareholder
  distributions.......................       (9,252)        (2,961)       (23,644)       (14,720)       (13,194)       (15,173)
                                          ---------      ---------      ---------      ---------      ---------      ---------
CAPITAL TRANSACTIONS:
    Proceeds from shares issued.......       74,038         50,091        113,454        267,682        372,043        199,001
    Proceeds from shares issued in
      connection with acquisition.....           --             --             --        136,786             --             --
    Proceeds from shares issued in
      connection with conversion......       37,254             --        283,942             --             --             --
    Dividends reinvested..............        6,840          2,534         11,938          6,734          6,593         11,149
    Cost of shares redeemed...........      (49,880)       (16,204)      (135,743)      (239,261)      (180,134)      (106,442)
                                          ---------      ---------      ---------      ---------      ---------      ---------
Change in net assets from share
  transactions........................       68,252         36,421        273,591        171,941        198,502        103,708
                                          ---------      ---------      ---------      ---------      ---------      ---------
Change in net assets..................       83,503         41,325        412,221        207,100        356,074        152,476
NET ASSETS:
    Beginning of period...............       86,747         45,422        395,280        188,180        391,782        239,306
                                          ---------      ---------      ---------      ---------      ---------      ---------
    End of period.....................    $ 170,250      $  86,747      $ 807,501      $ 395,280      $ 747,856      $ 391,782
                                          =========      =========      =========      =========      =========      =========
SHARE TRANSACTIONS:
    Issued............................        6,114          4,377          6,001         13,308         20,262         12,652
    Issued in connection with
      acquisition.....................           --             --             --          7,895             --             --
    Issued in connection with
      conversion......................        3,076             --         14,913             --             --             --
    Reinvested........................          573            221            656            414            360            721
    Redeemed..........................       (4,071)        (1,428)        (7,141)       (11,666)        (9,830)        (6,924)
                                          ---------      ---------      ---------      ---------      ---------      ---------
Change in shares......................        5,692          3,170         14,429          9,951         10,792          6,449
                                          =========      =========      =========      =========      =========      =========
Undistributed (distributions in excess
  of) net investment income included
  in net assets:
    End of period.....................    $       5      $      19      $      (5)     $      13      $      --      $    (405)
                                          =========      =========      =========      =========      =========      =========
</TABLE>

See notes to financial statements.

                                                                           77

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                           (Amounts in Thousands)
                                                              VALUE GROWTH FUND
                                                 --------------------------------------------     LARGE COMPANY VALUE FUND
                                                                SEVEN MONTHS                     --------------------------
                                                 YEAR ENDED         ENDED         YEAR ENDED     YEAR ENDED     YEAR ENDED
                                                  JUNE 30,        JUNE 30,       NOVEMBER 30,     JUNE 30,       JUNE 30,
                                                    1997           1996(a)         1995(a)          1997           1996
                                                 -----------    -------------    ------------    -----------    -----------
<S>                                              <C>            <C>              <C>             <C>            <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
    Net investment income.....................    $   3,251       $   1,254        $  2,459       $  12,627      $  12,313
    Net realized gains from investment,
      options and futures transactions........       42,586          50,010          17,559          17,493         66,494
    Net change in unrealized appreciation
      (depreciation) from investments, options
      and futures.............................       51,518         (28,550)         30,874         126,134        (17,058)
                                                  ---------       ---------        --------        --------      ---------
Change in net assets resulting from
  operations..................................       97,355          22,714          50,892         156,254         61,749
                                                  ---------       ---------        --------        --------      ---------
DISTRIBUTIONS TO FIDUCIARY SHAREHOLDERS (B):
    From net investment income................       (2,906)           (569)             --         (12,228)       (12,140)
    In excess of net investment income........           --              (5)             --              --           (119)
    From net realized gains from investment
      transactions............................      (36,353)             --              --         (47,388)       (46,275)
DISTRIBUTIONS TO CLASS A SHAREHOLDERS:
    From net investment income................         (316)           (680)         (2,449)           (209)          (142)
    In excess of net investment income........           --              (5)             --              --             (1)
    From net realized gains from investment
      transactions............................       (5,893)        (34,705)         (5,515)           (904)          (631)
DISTRIBUTIONS TO CLASS B SHAREHOLDERS:
    From net investment income................          (16)             (5)             (6)            (69)           (32)
    In excess of net investment income........           --              --              (3)             --             --
    From net realized gains from investment
      transactions............................         (992)           (557)            (19)           (410)          (183)
                                                  ---------       ---------        --------        --------      ---------
Change in net assets from shareholder
  distributions...............................      (46,476)        (36,526)         (7,992)        (61,208)       (59,523)
                                                  ---------       ---------        --------        --------      ---------
CAPITAL TRANSACTIONS:
    Proceeds from shares issued...............      236,686          68,807          24,259         165,729        285,428
    Proceeds from shares issued in connection
      with conversion.........................           --              --              --          63,222             --
    Dividends reinvested......................       39,472          27,533           1,480          26,644         32,290
    Cost of shares redeemed...................      (70,246)        (71,560)        (21,348)       (238,407)       (91,619)
                                                  ---------       ---------        --------        --------      ---------
Change in net assets from share
  transactions................................      205,912          24,780           4,391          17,188        226,099
                                                 -----------    -------------    ------------    -----------    -----------
Change in net assets..........................      256,791          10,968          47,291         112,234        228,325
NET ASSETS:
    Beginning of period.......................      231,869         220,901         173,610         598,042        369,717
                                                  ---------       ---------        --------        --------      ---------
    End of period.............................    $ 488,660       $ 231,869        $220,901       $ 710,276      $ 598,042
                                                  =========       =========        ========       =========      =========
SHARE TRANSACTIONS:
    Issued....................................       22,826           1,402           1,628          12,629         22,448
    Issued in restatement of net asset value
      (c).....................................           --           7,808              --              --             --
    Issued in connection with conversion......           --              --              --           4,655             --
    Reinvested................................        4,071           1,782             106           2,051          2,670
    Redeemed..................................       (6,738)         (1,668)         (1,398)        (17,923)        (7,260)
                                                  ---------       ---------        --------        --------      ---------
Change in shares..............................       20,159           9,324             336           1,412         17,858
                                                  =========       =========        ========       =========      =========
Undistributed (distributions in excess of) net
  investment income included in net assets:
    End of period.............................    $      12       $     (12)       $     (2)      $       1      $    (114)
                                                  =========       =========        ========       =========      =========
</TABLE>

- ------------
(a) Upon reorganizing as a fund of The One Group, the Paragon Value Growth Fund
    became the Value Growth Fund. Changes in net assets for the periods prior to
    March 25, 1996 represent the Paragon Value Growth Fund.
(b) Fiduciary Shares of the Value Growth Fund commenced offering on March 26,
    1996 upon conversion of certain Class A Shares to Fiduciary Shares.
(c) Pursuant to its reorganization as a fund of The One Group, the Value Growth
    Fund issued additional shares at the close of business March 25, 1996 as a
    result of restatement of the net asset values of Class A Shares from $15.26
    to $10.00 and Class B Shares from $15.21 to $10.00.

See notes to financial statements.

78

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                (Amounts in Thousands)
                                          DISCIPLINED VALUE FUND      LARGE COMPANY GROWTH FUND     GROWTH OPPORTUNITIES FUND
                                        --------------------------    --------------------------    --------------------------
                                        YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED
                                         JUNE 30,       JUNE 30,       JUNE 30,       JUNE 30,       JUNE 30,       JUNE 30,
                                           1997           1996           1997           1996           1997           1996
                                        -----------    -----------    -----------    -----------    -----------    -----------
<S>                                     <C>            <C>            <C>            <C>            <C>            <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
    Net investment income............    $   8,249      $  10,841     $    6,257      $   8,466      $   7,629      $   5,803
    Net realized gains from
      investment, options and futures
      transactions...................       59,778         60,286        130,961         29,317         35,797        150,392
    Net change in unrealized
      appreciation (depreciation)
      from investments, options and
      futures........................       36,525         25,630        186,164         85,542         87,369        (49,094)
                                         ---------      ---------     ----------      ---------      ---------       --------
Change in net assets resulting from
  operations.........................      104,552         96,757        323,382        123,325        130,795        107,101
                                         ---------      ---------     ----------      ---------      ---------       --------
DISTRIBUTIONS TO FIDUCIARY
  SHAREHOLDERS:
    From net investment income.......       (7,822)       (10,409)        (5,746)        (7,921)        (7,053)        (5,538)
    In excess of net investment
      income.........................           --            (84)            --            (70)          (669)           (34)
    From net realized gains from
      investment transactions........      (53,221)       (27,544)       (37,414)        (7,625)       (83,581)       (78,544)
DISTRIBUTIONS TO CLASS A
  SHAREHOLDERS:
    From net investment income.......         (274)          (302)          (403)          (478)          (361)          (215)
    In excess of net investment
      income.........................           --             (2)            --             (4)           (34)            (1)
    From net realized gains from
      investment transactions........       (2,285)          (920)        (4,265)          (558)        (4,572)        (2,747)
DISTRIBUTIONS TO CLASS B
  SHAREHOLDERS:
    From net investment income.......          (89)          (131)           (23)           (67)          (215)           (51)
    In excess of net investment
      income.........................           --             (1)            --             (1)           (20)            --
    From net realized gains from
      investment transactions........       (1,855)          (708)        (3,785)          (253)        (3,102)          (896)
                                         ---------      ---------     ----------      ---------      ---------       --------
Change in net assets from shareholder
  distributions......................      (65,546)       (40,101)       (51,636)       (16,977)       (99,607)       (88,026)
                                         ---------      ---------     ----------      ---------      ---------       --------
CAPITAL TRANSACTIONS:
    Proceeds from shares issued......      107,311        146,331        230,983        303,743        291,882        285,336
    Proceeds from shares issued in
      connection with acquisition....           --             --             --         36,982             --             --
    Proceeds from shares issued in
      connection with conversion.....       48,296             --        289,603             --             --             --
    Dividends reinvested.............       32,360         21,701         31,237          9,536         56,517         46,859
    Cost of shares redeemed..........     (179,880)      (138,383)      (299,888)      (145,189)      (248,384)      (205,266)
                                         ---------      ---------     ----------      ---------      ---------       --------
Change in net assets from share
  transactions.......................        8,087         29,649        251,935        205,072        100,015        126,929
                                         ---------      ---------     ----------      ---------      ---------       --------
Change in net assets.................       47,093         86,305        523,681        311,420        131,203        146,004
NET ASSETS:
    Beginning of period..............      559,617        473,312        877,361        565,941        573,487        427,483
                                         ---------      ---------     ----------      ---------      ---------       --------
    End of period....................    $ 606,710      $ 559,617     $1,401,042      $ 877,361      $ 704,690      $ 573,487
                                         =========      =========     ==========      =========      =========      =========
SHARE TRANSACTIONS:
    Issued...........................        7,390         10,399         14,003         21,224         16,132         15,225
    Issued in connection with
      acquisition....................           --             --             --          2,673             --             --
    Issued in connection with
      conversion.....................        3,333             --         17,279             --             --             --
    Reinvested.......................        2,299          1,573          1,936            684          3,283          2,828
    Redeemed.........................      (12,355)        (9,741)       (18,015)        (9,886)       (13,633)       (10,779)
                                         ---------      ---------     ----------      ---------      ---------       --------
Change in shares.....................          667          2,231         15,203         14,695          5,782          7,274
                                         =========      =========     ==========      =========      =========      =========
Undistributed (distributions in
  excess of) net investment income
  included in net assets:
    End of period....................    $      17      $     (45)    $       45      $     (85)     $       0      $     (47)
                                         =========      =========     ==========      =========      =========      =========
</TABLE>

See notes to financial statements.

                                                                            79

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                            (Amounts in Thousands)
                                                                                                  INTERNATIONAL EQUITY INDEX
                                                             GULF SOUTH GROWTH FUND                          FUND
                                                  --------------------------------------------    --------------------------
                                                  YEAR ENDED     SEVEN MONTHS      YEAR ENDED     YEAR ENDED     YEAR ENDED
                                                   JUNE 30,        JUNE 30,       NOVEMBER 30,     JUNE 30,       JUNE 30,
                                                     1997           1996(a)         1995(a)          1997           1996
                                                  -----------    -------------    ------------    -----------    -----------
<S>                                               <C>            <C>              <C>             <C>            <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
    Net investment income (loss)...............    $    (231)      $    (162)       $   (329)      $   4,485      $   2,940
    Net realized gains from investment,
      options, futures and foreign currency
      transactions.............................       10,486          20,607           2,336           5,054          1,467
    Net change in unrealized appreciation
      (depreciation) from investments, options,
      futures and translation of assets and
      liabilities in foreign currencies........        1,985          (8,026)         17,774          51,395         26,748
                                                   ---------       ---------        --------        --------      ---------
Change in net assets resulting from
  operations...................................       12,240          12,419          19,781          60,934         31,155
                                                   ---------       ---------        --------        --------      ---------
DISTRIBUTIONS TO FIDUCIARY SHAREHOLDERS (B):
    From net investment income.................           --              --                          (4,346)        (2,825)
    In excess of net investment income.........           --              --                          (3,417)          (429)
    From net realized gains from investment
      transactions.............................       (8,358)           (237)                         (3,811)        (2,147)
DISTRIBUTIONS TO CLASS A SHAREHOLDERS:
    From net investment income.................           --              --              --             (92)           (72)
    In excess of net investment income.........           --              --              --             (73)           (11)
    From net realized gains from investment
      transactions.............................       (1,835)        (17,443)         (1,410)           (111)           (55)
DISTRIBUTIONS TO CLASS B SHAREHOLDERS:
    From net investment income.................           --              --              --             (47)           (43)
    In excess of net investment income.........           --              --              --             (37)            (7)
    From net realized gains from investment
      transactions.............................         (302)           (393)             (8)            (72)           (33)
                                                   ---------       ---------        --------        --------      ---------
Change in net assets from shareholder
  distributions................................      (10,495)        (18,073)         (1,418)        (12,006)        (5,622)
                                                   ---------       ---------        --------        --------      ---------
CAPITAL TRANSACTIONS:
    Proceeds from shares issued................       14,236          29,495          13,775         191,629        163,944
    Dividends reinvested.......................        9,973          14,226             328           2,834          2,501
    Cost of shares redeemed....................      (30,774)        (31,076)        (12,956)       (135,282)       (54,557)
                                                   ---------       ---------        --------        --------      ---------
Change in net assets from share transactions...       (6,565)         12,645           1,147          59,181        111,888
                                                   ---------       ---------        --------        --------      ---------
Change in net assets...........................       (4,820)          6,991          19,510         108,109        137,421
NET ASSETS:
    Beginning of period........................      104,272          97,281          77,771         364,435        227,014
                                                   ---------       ---------        --------        --------      ---------
    End of period..............................    $  99,452       $ 104,272        $ 97,281       $ 472,544      $ 364,435
                                                   =========       =========        ========       =========      =========
SHARE TRANSACTIONS:
    Issued.....................................        1,433             620             842          12,777         11,286
    Issued in restatement of net asset value
      (c)......................................           --           3,633              --              --             --
    Reinvested.................................        1,042             902              22             189            175
    Redeemed...................................       (3,085)           (838)           (768)         (9,008)        (3,742)
                                                   ---------       ---------        --------        --------      ---------
Change in shares...............................         (610)          4,317              96           3,958          7,719
                                                   =========       =========        ========       =========      =========
Undistributed (distributions in excess of) net
  investment income included in net assets:
    End of period..............................    $    (176)      $      --        $     --       $  (2,608)     $   1,395
                                                   =========       =========        ========       =========      =========
</TABLE>

- ------------
(a) Upon reorganizing as a fund of The One Group, the Paragon Gulf South Growth
    Fund became the Gulf South Growth Fund. Capital and share transactions for
    the periods prior to March 25, 1996 represent the Paragon Gulf South Growth
    Fund.
(b) Fiduciary Shares of the Gulf South Growth Fund commenced offering on March
    26, 1996 upon conversion of certain Class A Shares to Fiduciary Shares.
(c) Pursuant to its reorganization as a fund of The One Group, the Gulf South
    Growth Fund issued additional shares at the close of business March 25, 1996
    as a result of restatement of the net asset values of Class A Shares from
    $15.70 to $10.00 and Class B Shares from $15.48 to $10.00.

See notes to financial statements.

80
<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS                                      JUNE 30, 1997

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 accompanying financial
   statements and financial highlights are those of the Asset Allocation Fund,
   the Income Equity Fund, the Equity Index Fund, the Value Growth Fund, the
   Large Company Value Fund, the Disciplined Value Fund, the Large Company
   Growth Fund, the Growth Opportunities Fund, the Gulf South Growth Fund and
   the International Equity Index Fund (individually a "Fund", collectively the
   "Funds") only. Subsequent to June 30, 1997, the investment objective of the
   Gulf South Growth Fund was changed to permit investments in companies
   headquartered or doing business outside of the Southeastern region of the
   United States, and to focus the Fund's investments to a greater extent on
   investments in the equity securities of small capitalization and emerging
   growth companies. As a result, the name of the Fund was changed to the One
   Group Small Capitalization Fund. 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 the Gulf South Growth 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. Pursuant to the Agreement, all of the assets and liabilities of each
   Paragon Fund transferred to a Fund of The One Group in exchange for shares of
   the corresponding Fund of The One Group. Subsequent to the reorganization,
   the fiscal period end changed from November 30 to June 30 for the Value
   Growth Fund and the Gulf South Growth Fund. Therefore, the prior period
   statement of changes in net assets and financial highlights for those Funds
   present the results for the seven months ended June 30, 1996.

   The Funds' investment objectives are as follows:
<TABLE>
<CAPTION>
      FUND                                 OBJECTIVE
      ----                                 ---------
      <S>                                  <C>
      Asset Allocation Fund                To provide total return while preserving capital.

      Income Equity Fund                   Current income through regular payments of dividends with
                                            the secondary goal of achieving capital appreciation by
                                            investing primarily in equity securities.

      Equity Index Fund                    Investment results that correspond to the aggregate price
                                            and dividend performance of the securities in the
                                            Standard & Poor's 500 Composite Stock Price Index.

      Value Growth Fund                    Long-term capital growth and growth of income while, as a
                                            secondary objective, providing a moderate level of
                                            current income.

      Large Company Value Fund             Capital appreciation with the incidental goal of achieving
                                            current income by investing primarily in equity
                                            securities.

      Disciplined Value Fund               Capital appreciation with the secondary goal of achieving
                                            current income by investing primarily in equity
                                            securities.

      Large Company Growth Fund            Long-term capital appreciation and growth of income by
                                            investing primarily in equity securities.

      Growth Opportunities Fund            Growth of capital and, secondarily, current income, by
                                            investing primarily in equity securities.
</TABLE>
Continued
                                                                              81
<PAGE>

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THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

<TABLE>
<CAPTION>
      FUND                                 OBJECTIVE
      ----                                 ---------
      <S>                                  <C>
      Gulf South Growth Fund               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.

      International Equity Index Fund      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.
</TABLE>

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. 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.

       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 price in the principal market where
       such securities are traded. 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 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 by the Banc One Investment Advisors Corporation (the
       "Advisor") under 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 realized gains or losses and unrealized
       appreciation or depreciation from investments due to fluctuations in
       foreign currency exchange rates is not separately disclosed. Such
       fluctuations are included with the net realized and unrealized gain or
       loss from investments.

       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
       presented net on the Statement of Assets and Liabilities. The forward
       foreign currency exchange contracts are adjusted by the daily exchange
       rate of the underlying currency and any gains or losses are recorded for
       financial statement purposes as unrealized appreciation or depreciation
       until the contract settlement date. Gains or

Continued

82

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THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

   losses from the purchase or sale of forward foreign currency contracts having
   the same settlement date and broker are recorded as realized on the date of
   offset; otherwise gains or losses are recorded as realized on settlement
   date.

   REPURCHASE AGREEMENTS

   The Funds may invest in repurchase agreements with institutions that the
   investment advisor has determined are creditworthy. Each repurchase agreement
   is recorded at cost. The Fund requires that the securities purchased in a
   repurchase agreement 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. Repurchase agreements are considered to be
   loans under the 1940 Act.

   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 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.

   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 dividends and 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 Advisor to be of good standing and
   creditworthy under guidelines established by the Board of Trustees and when,
   in the judgment of the Advisor, the consideration which can be earned
   currently from such securities loans justifies the attendant risk. Loans are
   subject to termination by the

Continued

                                                                             83

<PAGE>

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THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

   Funds or the borrower at any time, and are, therefore, not considered to be
   illiquid investments. As of June 30, 1997, the following Funds had securities
   with the following market values on loan (amounts in thousands):

<TABLE>
<CAPTION>
                                                                             MARKET VALUE
                                                                               OF LOANED
                                                                              SECURITIES
                                                                             -------------
            <S>                                                              <C>
            Asset Allocation Fund.........................................     $  27,021
            Income Equity Fund............................................        36,562
            Equity Index Fund.............................................        68,647
            Value Growth Fund.............................................        50,079
            Large Company Value Fund......................................        67,650
            Disciplined Value Fund........................................        87,543
            Large Company Growth Fund.....................................        86,715
            Growth Opportunities Fund.....................................       157,149
            Gulf South Growth Fund........................................        12,436
</TABLE>

       The loaned securities were fully collateralized by U.S. Government
       securities as of June 30, 1997.

       SECURITY TRANSACTIONS AND RELATED INCOME

       Security transactions are accounted for on a trade date basis. Net
       realized gains or losses from 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

       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 have been reclassified
       among the components of net assets.

       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
       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.

Continued

84

<PAGE>

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- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

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. The Trust is registered to offer forty series
   and five classes of shares: Fiduciary, Class A, Class B, Class C and Service.
   Currently, the Trust consists of thirty three active funds and, not all funds
   can offer all classes of shares. As of June 30, 1997, there were no
   shareholders in the Class C or the Service Class of the Funds. 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 June 30, 1997 and June 30, 1996:

Continued

                                                                              85

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

<TABLE>
<CAPTION>
                                                                       (Amounts in Thousands)
                                         ASSET ALLOCATION FUND           INCOME EQUITY FUND            EQUITY INDEX FUND
                                       --------------------------    --------------------------    --------------------------
                                       YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED
                                        JUNE 30,       JUNE 30,       JUNE 30,       JUNE 30,       JUNE 30,       JUNE 30,
                                          1997           1996           1997           1996           1997           1996
                                       -----------    -----------    -----------    -----------    -----------    -----------
<S>                                    <C>            <C>            <C>            <C>            <C>            <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
  Proceeds from shares issued........   $  36,157      $  20,364     $  39,671      $  74,805      $ 193,036      $ 110,800
  Proceeds from shares issued in
    connection with acquisition......          --             --            --        128,593             --             --
  Proceeds from shares issued in
    connection with conversion.......      37,254             --       283,942             --             --             --
  Dividends reinvested...............       3,380          1,810         7,467          5,003          3,889         10,203
  Cost of shares redeemed............     (41,096)       (13,065)     (115,841)       (94,484)      (148,567)       (79,496)
                                       ----------      ---------     ---------      ---------      ---------      ---------
  Change in net assets from
    Fiduciary share transactions.....   $  35,695      $   9,109     $ 215,239      $ 113,917      $  48,358      $  41,507
                                       ==========      =========     =========      =========      =========      =========
CLASS A SHARES:
  Proceeds from shares issued........   $  14,748      $  14,197     $  33,483      $ 168,343      $  72,287      $  52,581
  Proceeds from shares issued in
    connection with acquisition......          --             --            --          6,780             --             --
  Dividends reinvested...............       1,663            453         2,597          1,244          1,279            565
  Cost of shares redeemed............      (5,587)        (2,268)      (15,299)      (143,907)       (25,085)       (26,205)
                                       ----------      ---------     ---------      ---------      ---------      ---------
  Change in net assets from
    Class A share transactions.......   $  10,824      $  12,382     $  20,781      $  32,460      $  48,481      $  26,941
                                       ==========      =========     =========      =========      =========      =========
CLASS B SHARES:
  Proceeds from shares issued........   $  23,133      $  15,530     $  40,300      $  24,534      $ 106,720      $  35,620
  Proceeds from shares issued in
    connection with acquisition......          --             --            --          1,413             --             --
  Dividends reinvested...............       1,797            271         1,874            487          1,425            381
  Cost of shares redeemed............      (3,197)          (871)       (4,603)          (870)        (6,482)          (741)
                                       ----------      ---------     ---------      ---------      ---------      ---------
  Change in net assets from
    Class B share transactions.......   $  21,733      $  14,930     $  37,571      $  25,564      $ 101,663      $  35,260
                                       ==========      =========     =========      =========      =========      =========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
  Issued.............................       3,003          1,787         2,121          2,462         10,607          7,069
  Issued in connection with
    acquisition......................          --             --            --          7,422             --             --
  Issued in connection with
    conversion.......................       3,076             --        14,913             --             --             --
  Reinvested.........................         284            159           412            316            215            660
  Redeemed...........................      (3,348)        (1,156)       (6,085)        (3,267)        (8,036)        (5,207)
                                       ----------      ---------     ---------      ---------      ---------      ---------
  Change in Fiduciary Shares.........       3,015            790        11,361          6,933          2,786          2,522
                                       ==========      =========     =========      =========      =========      =========
CLASS A SHARES:
  Issued.............................       1,212          1,241         1,768          9,480          3,962          3,351
  Issued in connection with
    acquisition......................          --             --            --            392             --             --
  Reinvested.........................         139             38           142             72             69             36
  Redeemed...........................        (460)          (198)         (814)        (8,347)        (1,452)        (1,670)
                                       ----------      ---------     ---------      ---------      ---------      ---------
  Change in Class A Shares...........         891          1,081         1,096          1,597          2,579          1,717
                                       ==========      =========     =========      =========      =========      =========
CLASS B SHARES:
  Issued.............................       1,899          1,349         2,112          1,366          5,693          2,232
  Issued in connection with
    acquisition......................          --             --            --             81             --             --
  Reinvested.........................         150             24           102             26             76             25
  Redeemed...........................        (263)           (74)         (242)           (52)          (342)           (47)
                                       ----------      ---------     ---------      ---------      ---------      ---------
  Change in Class B Shares...........       1,786          1,299         1,972          1,421          5,427          2,210
                                       ==========      =========     =========      =========      =========      =========
</TABLE>

Continued

86

<PAGE>

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- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

<TABLE>
<CAPTION>
                                                                            (Amounts in Thousands)
                                                             VALUE GROWTH FUND                   LARGE COMPANY VALUE FUND
                                                --------------------------------------------    --------------------------
                                                YEAR ENDED     SEVEN MONTHS      YEAR ENDED     YEAR ENDED     YEAR ENDED
                                                 JUNE 30,        JUNE 30,       NOVEMBER 30,     JUNE 30,       JUNE 30,
                                                   1997           1996(a)         1995(a)          1997           1996
                                                -----------    -------------    ------------    -----------    -----------
<S>                                             <C>            <C>              <C>             <C>            <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
  Proceeds from shares issued................    $ 222,240       $  51,451                       $ 150,998      $ 271,886
  Proceeds from shares issued in conversion
    from Class A Shares......................           --         186,991(b)                           --             --
  Proceeds from shares issued in connection
    with conversion..........................           --              --                          63,222             --
  Dividends reinvested.......................       32,485              12                          25,070         31,312
  Cost of shares redeemed....................      (59,895)        (54,571)                       (229,727)       (86,151)
                                                 ---------       ---------                      ----------      ---------
  Change in net assets from Fiduciary share
    transactions.............................    $ 194,830       $ 183,883                       $   9,563      $ 217,047
                                                 =========       =========                      ==========      =========
CLASS A SHARES:
  Proceeds from shares issued................    $   9,761       $  15,771        $ 21,981       $  10,438      $  10,239
  Dividends reinvested.......................        5,980          26,959           1,452           1,100            760
  Cost of shares redeemed....................       (9,421)        (16,784)        (21,210)         (8,010)        (5,175)
  Cost of shares redeemed in conversion to
    Fiduciary Shares.........................           --        (186,991)(b)          --              --             --
                                                 ---------       ---------        --------       ---------      ---------
  Change in net assets from Class A share
    transactions.............................    $   6,320       $(161,045)       $  2,223       $   3,528      $   5,824
                                                 =========       =========        ========       =========      =========
CLASS B SHARES:
  Proceeds from shares issued................    $   4,685       $   1,585        $  2,278       $   4,293      $   3,303
  Dividends reinvested.......................        1,007             562              28             474            218
  Cost of shares redeemed....................         (930)           (205)           (138)           (670)          (293)
                                                 ---------       ---------        --------       ---------      ---------
  Change in net assets from Class B share
    transactions.............................    $   4,762       $   1,942        $  2,168       $   4,097      $   3,228
                                                 =========       =========        ========       =========      =========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
  Issued.....................................       21,444             254                          11,519         21,371
  Issued in conversion from Class A Shares...           --          18,699(b)                           --             --
  Issued in connection with conversion.......           --              --                           4,655             --
  Reinvested.................................        3,352               1                           1,931          2,593
  Redeemed...................................       (5,755)           (556)                        (17,266)        (6,817)
                                                 ---------       ---------                       ---------      ---------
  Change in Fiduciary Shares.................       19,041          18,398                             839         17,147
                                                 =========       =========                       =========      =========
CLASS A SHARES:
  Issued.....................................          929           1,026           1,479             793            815
  Issued in restatement of net asset
    value(c).................................           --           7,672              --              --             --
  Reinvested.................................          615           1,745             104              84             61
  Redeemed...................................         (893)         (1,096)         (1,389)           (607)          (417)
  Redeemed in conversion to Fiduciary
    Shares...................................           --         (18,699)(b)          --              --             --
                                                 ---------       ---------        --------       ---------      ---------
  Change in Class A Shares...................          651          (9,352)            194             270            459
                                                 =========       =========        ========       =========      =========
CLASS B SHARES:
  Issued.....................................          453             122             149             317            262
  Issued in restatement of net asset
    value(c).................................           --             136              --              --             --
  Reinvested.................................          104              36               2              36             16
  Redeemed...................................          (90)            (16)             (9)            (50)           (26)
                                                 ---------       ---------        --------       ---------      ---------
  Change in Class B Shares...................          467             278             142             303            252
                                                 =========       =========        ========       =========      =========
</TABLE>

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

(a) Upon reorganizing as a fund of The One Group, the Paragon Value Growth Fund
    became the Value Growth Fund. Capital and share transactions for the periods
    prior to March 26, 1996 represent the Paragon Value Growth Fund.
(b) Fiduciary Shares of the Value Growth Fund commenced offering on March 26,
    1996 upon conversion of certain Class A Shares to Fiduciary Shares.
(c) Pursuant to its reorganization as a fund of The One Group, the Value Growth
    Fund issued additional shares at the close of business March 25, 1996 as a
    result of restatement of the net asset values of Class A Shares from $15.26
    to $10.00 and Class B Shares from $15.21 to $10.00.

Continued

                                                                            87

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- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

<TABLE>
<CAPTION>
                                                                    (Amounts in Thousands)
                                       DISCIPLINED VALUE FUND      LARGE COMPANY GROWTH FUND     GROWTH OPPORTUNITIES FUND
                                     --------------------------    --------------------------    --------------------------
                                     YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED
                                      JUNE 30,       JUNE 30,       JUNE 30,       JUNE 30,       JUNE 30,       JUNE 30,
                                        1997           1996           1997           1996           1997           1996
                                     -----------    -----------    -----------    -----------    -----------    -----------
<S>                                  <C>            <C>            <C>            <C>            <C>            <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
  Proceeds from shares issued.....    $  95,887      $ 131,316      $ 134,662      $ 209,649      $ 216,371      $ 167,309
  Proceeds from shares issued in
    connection with acquisition...           --             --             --         33,161             --             --
  Proceeds from shares issued in
    connection with conversion....       48,296             --        289,603             --             --             --
  Dividends reinvested............       27,911         19,700         22,758          8,256         48,075         43,247
  Cost of shares redeemed.........     (168,332)      (130,536)      (274,724)      (132,702)      (199,916)      (109,584)
                                      ---------      ---------      ---------      ---------      ---------      ---------
  Change in net assets from
    Fiduciary share
      transactions................    $   3,762      $  20,480      $ 172,299      $ 118,364      $  64,530      $ 100,972
                                      =========      =========      =========      =========      =========      =========
CLASS A SHARES:
  Proceeds from shares issued.....    $   8,230      $  10,777      $  39,340      $  46,490      $  54,262      $ 108,378
  Proceeds from shares issued in
    connection with acquisition...           --             --             --          3,423             --             --
  Dividends reinvested............        2,515          1,180          4,698            904          5,065          2,718
  Cost of shares redeemed.........       (9,255)        (6,449)       (17,325)       (10,113)       (46,273)       (95,119)
                                      ---------      ---------      ---------      ---------      ---------      ---------
  Change in net assets from
    Class A share transactions....    $   1,490      $   5,508      $  26,713      $  40,704      $  13,054      $  15,977
                                      =========      =========      =========      =========      =========      =========
CLASS B SHARES:
  Proceeds from shares issued.....    $   3,194      $   4,238      $  56,981      $  47,604      $  21,249      $   9,649
  Proceeds from shares issued in
    connection with acquisition...           --             --             --            398             --             --
  Dividends reinvested............        1,934            821          3,781            376          3,377            894
  Cost of shares redeemed.........       (2,293)        (1,398)        (7,839)        (2,374)        (2,195)          (563)
                                      ---------      ---------      ---------      ---------      ---------      ---------
  Change in net assets from
    Class B share transactions....    $   2,835      $   3,661      $  52,923      $  46,004      $  22,431      $   9,980
                                      =========      =========      =========      =========      =========      =========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
  Issued..........................        6,612          9,341          8,322         14,892         11,966          8,947
  Issued in connection with
    acquisition...................           --             --             --          2,403             --             --
  Issued in connection with
    conversion....................        3,333             --         17,279             --             --             --
  Reinvested......................        1,984          1,427          1,418            594          2,790          2,608
  Redeemed........................      (11,571)        (9,186)       (16,537)        (9,049)       (11,005)        (5,714)
                                      ---------      ---------      ---------      ---------      ---------      ---------
  Change in Fiduciary Shares......          358          1,582         10,482          8,840          3,751          5,841
                                      =========      =========      =========      =========      =========      =========
CLASS A SHARES:
  Issued..........................          559            760          2,308          3,131          2,954          5,756
  Issued in connection with
    acquisition...................           --             --             --            242             --             --
  Reinvested......................          178             86            285             63            293            165
  Redeemed........................         (628)          (456)        (1,016)          (674)        (2,503)        (5,035)
                                      ---------      ---------      ---------      ---------      ---------      ---------
  Change in Class A Shares........          109            390          1,577          2,762            744            886
                                      =========      =========      =========      =========      =========      =========
CLASS B SHARES:
  Issued..........................          219            298          3,373          3,201          1,212            522
  Issued in connection with
    acquisition...................           --             --             --             28             --             --
  Reinvested......................          137             60            233             27            200             55
  Cost of shares redeemed.........         (156)           (99)          (462)          (163)          (125)           (30)
                                      ---------      ---------      ---------      ---------      ---------      ---------
  Change in Class B Shares........          200            259          3,144          3,093          1,287            547
                                      =========      =========      =========      =========      =========      =========
</TABLE>

Continued

88

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

<TABLE>
<CAPTION>
                                                                          (Amounts in Thousands)
                                                                                               INTERNATIONAL EQUITY INDEX
                                                          GULF SOUTH GROWTH FUND                          FUND
                                               --------------------------------------------    --------------------------
                                               YEAR ENDED     SEVEN MONTHS      YEAR ENDED     YEAR ENDED     YEAR ENDED
                                                JUNE 30,        JUNE 30,       NOVEMBER 30,     JUNE 30,       JUNE 30,
                                                  1997           1996(a)         1995(a)          1997           1996
                                               -----------    -------------    ------------    -----------    -----------
<S>                                            <C>            <C>              <C>             <C>            <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
  Proceeds from shares issued...............    $   9,250       $  20,747                       $ 182,120      $ 154,310
  Proceeds from shares issued in conversion
    from Class A Shares.....................           --          80,504(b)                           --             --
  Dividends reinvested......................        7,857              12                           2,570          2,284
  Cost of shares redeemed...................      (23,477)        (23,690)                       (129,185)       (51,662)
                                                ---------       ---------                       ---------      ---------
  Change in net assets from Fiduciary share
    transactions............................    $  (6,370)      $  77,573                       $  55,505      $ 104,932
                                                =========       =========                       =========      =========
CLASS A SHARES:
  Proceeds from shares issued...............    $   3,550       $   8,112        $ 12,266       $   5,122      $   7,069
  Dividends reinvested......................        1,821          13,830             321             167            135
  Cost of shares redeemed...................       (6,707)         (7,224)        (12,837)         (4,769)        (2,083)
  Cost of shares redeemed in conversion to
    Fiduciary Shares........................           --         (80,504)(b)          --              --             --
                                                ---------       ---------        --------       ---------      ---------
  Change in net assets from
    Class A share transactions..............    $  (1,336)      $ (65,786)       $   (250)      $     520      $   5,121
                                                =========       =========        ========       =========      =========
CLASS B SHARES:
  Proceeds from shares issued...............    $   1,436       $     636        $  1,509       $   4,387      $   2,565
  Dividends reinvested......................          295             384               8              97             82
  Cost of shares redeemed...................         (590)           (162)           (119)         (1,328)          (812)
                                                ---------       ---------        --------       ---------      ---------
  Change in net assets from
    Class B share transactions..............    $   1,141       $     858        $  1,398       $   3,156      $   1,835
                                                =========       =========        ========       =========      =========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
  Issued....................................          933              66                          12,143         10,623
  Issued in conversion from Class A
    Shares..................................           --           8,050(b)                           --             --
  Reinvested................................          821               1                             171            160
  Redeemed..................................       (2,352)           (360)                         (8,601)        (3,542)
                                                ---------       ---------                       ---------      ---------
  Change in Fiduciary Shares................         (598)          7,757                           3,713          7,241
                                                =========       =========                       =========      =========
CLASS A SHARES:
  Issued....................................          354             509             750             337            484
  Issued in restatement of net asset value
    (c).....................................           --           3,555              --              --             --
  Reinvested................................          190             876              21              11             10
  Redeemed..................................         (673)           (466)           (761)           (317)          (143)
  Redeemed in conversion to Fiduciary
    Shares..................................           --          (8,050)(b)          --              --             --
                                                ---------       ---------        --------       ---------      ---------
  Change in Class A Shares..................         (129)         (3,576)             10              31            351
                                                =========       =========        ========       =========      =========
CLASS B SHARES:
  Issued....................................          146              45              92             297            179
  Issued in restatement of net asset
    value(c)................................           --              78              --              --             --
  Reinvested................................           31              25               1               7              5
  Redeemed..................................          (60)            (12)             (7)            (90)           (57)
                                                ---------       ---------        --------       ---------      ---------
  Change in Class B Shares..................          117             136              86             214            127
                                                =========       =========        ========       =========      =========
</TABLE>

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

(a) Upon reorganizing as a fund of The One Group, the Paragon Gulf South Growth
    Fund became the Gulf South Growth Fund. Capital and share transactions for
    the periods prior to March 26, 1996 represent the Paragon Gulf South Growth
    Fund.
(b) Fiduciary Shares of the Gulf South Growth Fund commenced offering on March
    26, 1996 upon conversion of certain Class A Shares to Fiduciary Shares.
(c) Pursuant to its reorganization as a fund of The One Group, the Gulf South
    Growth Fund issued additional shares at the close of business March 26, 1996
    as a result of restatement of the net asset values of Class A Shares from
    $15.70 to $10.00 and Class B Shares from $15.48 to $10.00.

Continued

                                                                              89

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

4. INVESTMENT ADVISORY, ADMINISTRATIVE, AND DISTRIBUTION AGREEMENTS:

   The Trust and 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 Value Growth Fund, the Large Company Value Fund, the
   Disciplined Value Fund, the Large Company Growth Fund, the Growth
   Opportunities Fund, and the Gulf South 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
   administrative agreement under which the Administrator provides services for
   a fee that is computed daily and paid monthly, at an annual rate of 0.20% on
   the first $1.5 billion of Trust net assets (excluding the Investor Growth
   Fund, the Investor Growth & Income Fund, the Investor Conservative Fund, and
   the Investor Balanced Fund (the "Investor Funds") and 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 Investor Funds and the Institutional Money Market Funds); and
   0.16% of Trust net assets (excluding the the Investor Funds and the
   Institutional Money Market Funds) over $2 billion. The Advisor also serves as
   Sub-Administrator to each Fund of the Trust, pursuant to an agreement between
   the Administrator and the Advisor. Pursuant to this agreement, the Advisor
   performs many of the Administrator's duties, for which the Advisor receives a
   fee paid by the Administrator.

   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 and Class B Shares are subject to 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 Plans 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. For the year
   ended June 30, 1997, the Distributor received $14,356,900 from commissions
   earned on sales of Class A Shares and redemptions of Class B Shares, of
   which, the Distributor re-allowed $14,210,374 to affiliated broker-dealers of
   the Funds.

   Certain officers of the Trust are affiliated with the Administrator. Such
   officers receive no compensation from the Funds for serving in their
   respective roles.

Continued

90

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

   The Advisor, the Administrator and the Distributor voluntarily agreed to
   waive a portion of their fees. For the year ended June 30, 1997, fees in the
   following amounts were waived (amounts in thousands):

<TABLE>
<CAPTION>
                                                              INVESTMENT                           12b-1 FEES
                                                             ADVISORY FEES     ADMINISTRATION        WAIVED
                                                                WAIVED           FEES WAIVED        CLASS A
                                                             -------------     ---------------     ----------
   <S>                                                       <C>               <C>                 <C>
   Asset Allocation Fund..................................      $   143             $ 116             $ 23
   Income Equity Fund.....................................           --                --               56
   Equity Index Fund......................................        1,094               575               58
   Value Growth Fund......................................           69                --               40
   Large Company Value Fund...............................           --                --               12
   Disciplined Value Fund.................................           --                --               22
   Large Company Growth Fund..............................           --                --               95
   Growth Opportunities Fund..............................           --                --               32
   Gulf South Growth Fund.................................           30                70               17
   International Equity Index Fund........................           --                --               11
</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, 1997 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..........................    $34,825      $12,126      $  129,077     $   86,545
   Income Equity Fund.............................                                 282,166        154,124
   Equity Index Fund..............................                                 208,337         30,475
   Value Growth Fund..............................                                 520,425        351,633
   Large Company Value Fund.......................                                 467,040        509,396
   Disciplined Value Fund.........................                                 510,514        579,311
   Large Company Growth Fund......................                                 691,114        603,321
   Growth Opportunities Fund......................                               1,780,054      1,764,169
   Gulf South Growth Fund.........................                                  87,315        104,922
   International Equity Index Fund................                                  88,988         37,767
</TABLE>

6. FINANCIAL INSTRUMENTS:

   Investing in financial instruments such as written options, futures, indexed
   securities and sales of forward foreign currency contracts 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, 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 fluctuations in the
   value of securities.

Continued

                                                                              91

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

   The following is a summary of written option activity for the year ended June
   30, 1997 by the Large Company Value Fund and Growth Opportunities Fund
   (amounts in thousands):

<TABLE>
<CAPTION>
                                                                               GROWTH OPPORTUNITIES
                                               LARGE COMPANY VALUE FUND                FUND
                                               ------------------------      ------------------------
                                                 SHARES                        SHARES
                                                 SUBJECT                       SUBJECT
                                               TO CONTRACT     PREMIUMS      TO CONTRACT     PREMIUMS
                                               -----------     --------      -----------     --------
      <S>                                      <C>             <C>           <C>             <C>
      COVERED CALL OPTIONS
        Balance at beginning of period......        590        $ 1,290             --        $    --
        Options written.....................      1,093          3,168            360          7,986
        Options closed......................       (910)        (2,377)          (360)        (7,986)
        Options expired.....................       (289)          (324)            --             --
        Options exercised...................       (484)        (1,757)            --             --
                                               --------        -------       --------        -------
        Options outstanding at end of
           period...........................         --        $    --             --        $
                                               ========        =======       ========        =======
      PUT OPTIONS
        Balance at beginning of period......         90        $   116             --        $    --
        Options written.....................        125            249             --             --
        Options expired.....................        (85)          (149)            --             --
        Options exercised...................       (130)          (216)            --             --
                                               --------        -------       --------        -------
        Options outstanding at end of
           period...........................         --        $    --             --        $    --
                                               ========        =======       ========        =======
</TABLE>

7. CONCENTRATION OF CREDIT RISK:

   The Gulf South Growth Fund has a relatively large concentration of securities
   invested in companies domiciled in the southeastern region of the United
   States. The Fund may be more susceptible to political, social and economic
   events adversely affecting the southeastern region of the United States than
   funds not so concentrated.

   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 (UNAUDITED):

   The accompanying table below details distributions from long-term capital
   gains for the following funds for the fiscal year ended June 30, 1997
   (amounts in thousands):

<TABLE>
<CAPTION>
                                          FUND                                  AMOUNT
            -----------------------------------------------------------------   -------
            <S>                                                                 <C>
            Asset Allocation Fund............................................   $ 3,509
            Income Equity Fund...............................................    13,420
            Equity Index Fund................................................     3,193
            Value Growth Fund................................................    34,274
            Large Company Value Fund.........................................     3,737
            Disciplined Value Fund...........................................    32,722
            Large Company Growth Fund........................................    45,464
            Growth Opportunities Fund........................................    11,171
            Gulf South Growth Fund...........................................     7,091
            International Equity Index Fund..................................     2,598
</TABLE>

Continued

92

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

   Currency losses incurred after October 31 within the Fund's fiscal year 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 ending June 30, 1998 (amount in thousands):

<TABLE>
<CAPTION>
                                           FUND                                  AMOUNT
            ------------------------------------------------------------------   ------
            <S>                                                                  <C>
            International Equity Index Fund...................................    $514
</TABLE>

   ELIGIBLE DISTRIBUTIONS:

   The Trust designates the following percentage of distributions eligible for
   the dividends received deductions for corporations.

<TABLE>
<CAPTION>
                                          FUND                                 PERCENTAGE
            ----------------------------------------------------------------   ----------
            <S>                                                                <C>
            Asset Allocation Fund...........................................      11.10%
            Income Equity Fund..............................................      98.92%
            Equity Index Fund...............................................      83.28%
            Value Growth Fund...............................................      20.88%
            Large Company Value Fund........................................      24.86%
            Disciplined Value Fund..........................................      70.64%
            Large Company Growth Fund.......................................     100.00%
            Growth Opportunities Fund.......................................       6.33%
            Gulf South Growth Fund..........................................       5.88%
            International Equity Index Fund.................................       0.00%
</TABLE>

9. REORGANIZATIONS:

   The Trust entered an Agreement and Plan of Reorganization ("Reorganization")
   with Paragon pursuant to which all of the assets and liabilities of each
   Paragon Fund transferred to a Fund of The One Group in exchange for shares of
   the corresponding Fund of The One Group. The Paragon Value Equity Income Fund
   transferred its assets and liabilities to the Income Equity Fund. The Paragon
   Value Growth Fund and the Paragon Gulf South Growth Fund transferred its
   assets and liabilities to the Value Growth Fund and Gulf South Growth Fund,
   respectively. The Reorganization, which qualified as a tax-free exchange for
   Federal income tax purposes, was completed on March 25, 1996 following
   approval by shareholders of Paragon at a special shareholder meeting. The
   following is a summary of shares outstanding, net assets, net asset value per
   share and unrealized appreciation immediately before and after the
   Reorganization (amounts in thousands except net asset values):

<TABLE>
<CAPTION>
                                                             BEFORE REORGANIZATION              AFTER
                                                        -------------------------------     REORGANIZATION
                                                        PARAGON VALUE                       -------------
                                                        EQUITY INCOME     INCOME EQUITY     INCOME EQUITY
                                                            FUND              FUND              FUND
                                                        -------------     -------------     -------------
            <S>                                         <C>               <C>               <C>
            Shares...................................         8,993            13,779            21,674
            Net assets...............................     $ 136,786         $ 238,679         $ 375,465
            Net asset value:
              Fiduciary..............................                       $   17.33         $   17.33
              Class A................................     $   15.21         $   17.30         $   17.30
              Class B................................     $   15.20         $   17.33         $   17.33
            Unrealized appreciation..................     $  41,324         $  71,670         $ 112,994
</TABLE>

Continued

                                                                              93

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

<TABLE>
<CAPTION>
                                                                                                AFTER
                                                             BEFORE REORGANIZATION          REORGANIZATION
                                                        -------------------------------     -------------
                                                        PARAGON VALUE     VALUE GROWTH      VALUE GROWTH
                                                         GROWTH FUND          FUND              FUND
                                                        -------------     -------------     -------------
            <S>                                         <C>               <C>               <C>
            Shares...................................       14,849             --              22,657
            Net assets...............................     $226,567             --            $226,567
            Net asset value:
              Fiduciary..............................                                        $  10.00
              Class A................................     $  15.26                           $  10.00*
              Class B................................     $  15.21                           $  10.00*
            Unrealized appreciation..................     $ 48,859             --            $ 48,859
</TABLE>

<TABLE>
<CAPTION>
                                                             BEFORE REORGANIZATION              AFTER
                                                        -------------------------------     REORGANIZATION
                                                        PARAGON GULF                        -------------
                                                        SOUTH GROWTH       GULF SOUTH        GULF SOUTH
                                                            FUND           GROWTH FUND       GROWTH FUND
                                                        -------------     -------------     -------------
            <S>                                         <C>               <C>               <C>
            Shares...................................        6,379             --              10,012
            Net assets...............................     $100,116             --            $100,116
            Net asset value:
              Fiduciary..............................                                        $  10.00
              Class A................................     $  15.70                           $  10.00**
              Class B................................     $  15.48                           $  10.00**
            Unrealized appreciation..................     $ 19,678             --            $ 19,678
</TABLE>

    * Pursuant to its reorganization as a Fund of the One Group, the Fund issued
      additional shares at the close of business March 25, 1996 as a result of
      the restatement of the net asset values of Class A Shares from $15.26 to
      $10.00 and Class B Shares from $15.21 to $10.00.
   ** Pursuant to its reorganization as a Fund of the One Group, the Fund issued
      additional shares at the close of business March 25, 1996 as a result of
      the restatement of the net asset values of Class A Shares from $15.70 to
      $10.00 and Class B Shares from $15.48 to $10.00.

   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 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 (amounts in
   thousands except net asset values):

<TABLE>
<CAPTION>
                                                                                                AFTER
                                                             BEFORE REORGANIZATION          REORGANIZATION
                                                        -------------------------------     -------------
                                                          BLUE CHIP       LARGE COMPANY     LARGE COMPANY
                                                         EQUITY FUND       GROWTH FUND       GROWTH FUND
                                                        -------------     -------------     -------------
            <S>                                         <C>               <C>               <C>
            Shares...................................        2,777             44,457            47,130
            Net assets...............................      $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..................      $ 7,227          $  86,413         $  93,640
</TABLE>

Continued

94

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

10. CONVERSION OF COMMON TRUST FUNDS:

    On January 20, 1997, the net assets of certain common trust funds managed by
    the Advisor were exchanged in a tax-free conversion for shares of the
    corresponding One Group Funds. The transaction was accounted for by a method
    followed for tax purposes in a tax-free business combination. The following
    is a summary of shares issued, net assets converted, net asset value per
    share issued and unrealized appreciation of assets acquired as of the
    conversion date (amounts in thousands except net asset value per share
    amounts):

<TABLE>
<CAPTION>
                                                                           NET ASSET VALUE
                                                 SHARES     NET ASSETS        PER SHARE         UNREALIZED
                                                 ISSUED     CONVERTED          ISSUED          APPRECIATION
                                                 ------     ----------     ---------------     ------------
            <S>                                  <C>        <C>            <C>                 <C>
            Asset Allocation Fund.............    3,076      $ 37,254          $ 12.11           $  8,361
            Income Equity Fund................   14,913      $283,942          $ 19.04           $150,438
            Large Company Value Fund..........    4,655      $ 63,222          $ 13.58           $  7,315
            Disciplined Value Fund............    3,333      $ 48,296          $ 14.49           $  7,763
            Large Company Growth Fund.........   17,279      $289,603          $ 16.76           $102,448
</TABLE>

Continued

                                                                              95

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                               ASSET ALLOCATION FUND
                                                                ----------------------------------------------------
                                                                                  FIDUCIARY SHARES
                                                                ----------------------------------------------------
                                                                                YEAR ENDED JUNE 30,
                                                                ----------------------------------------------------
                                                                 1997       1996       1995       1994      1993(a)
                                                                -------    -------    -------    -------    --------
<S>                                                             <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD........................................   $ 11.71    $ 10.73    $  9.64    $ 10.06    $ 10.00
                                                                -------    -------    -------    -------    -------
Investment Activities
  Net investment income......................................      0.43       0.41       0.38       0.29       0.07
  Net realized and unrealized gains (losses) from
    investments..............................................      1.81       1.16       1.12      (0.38)      0.06
                                                                -------    -------    -------    -------    -------
    Total from Investment Activities.........................      2.24       1.57       1.50      (0.09)      0.13
                                                                -------    -------    -------    -------    -------
Distributions
  From net investment income.................................     (0.43)     (0.41)     (0.37)     (0.29)     (0.07)
  From net realized gains....................................     (0.54)     (0.18)     (0.04)     (0.04)        --
                                                                -------    -------    -------    -------    -------
    Total Distributions......................................     (0.97)     (0.59)     (0.41)     (0.33)     (0.07)
                                                                -------    -------    -------    -------    -------
NET ASSET VALUE,
  END OF PERIOD..............................................   $ 12.98    $ 11.71    $ 10.73    $  9.64    $ 10.06
                                                                =======    =======    =======    =======    =======
Total Return.................................................     20.16%     14.87%     16.06%     (1.01)%     5.45% (b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)..........................   $94,971    $50,323    $37,658    $42,751    $30,441
  Ratio of expenses to average net assets....................      0.80%      0.94%      1.06%      1.06%      0.90% (b)
  Ratio of net investment income to average net assets.......      3.55%      3.58%      3.72%      2.91%      3.03% (b)
  Ratio of expenses to average net assets*...................      1.00%      1.19%      1.31%      1.33%      1.34% (b)
  Ratio of net investment income to average net assets*......      3.35%      3.33%      3.47%      2.64%      2.59% (b)
  Portfolio turnover(c)......................................     80.96%     73.38%    115.36%     56.55%      4.05%
  Average commission rate paid(d)............................   $0.0497    $0.0616
</TABLE>

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

 *  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) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.

(d) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.

See notes to financial statements.

96

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                               ASSET ALLOCATION FUND
                                                              --------------------------------------------------------
                                                                                   CLASS A SHARES
                                                              --------------------------------------------------------
                                                                                YEAR ENDED JUNE 30,
                                                              --------------------------------------------------------
                                                               1997        1996        1995        1994       1993(a)
                                                              -------     -------     -------     -------     --------
<S>                                                           <C>         <C>         <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD.......................   $ 11.72     $ 10.74     $  9.65     $ 10.06      $10.00
                                                              -------     -------     -------     -------     -------
Investment Activities
  Net investment income....................................      0.39        0.37        0.35        0.27        0.05
  Net realized and unrealized gains (losses) from
    investments............................................      1.83        1.16        1.13       (0.38)       0.07
                                                              -------     -------     -------     -------     -------
    Total from Investment Activities.......................      2.22        1.53        1.48       (0.11)       0.12
                                                              -------     -------     -------     -------     -------
Distributions
  From net investment income...............................     (0.40)      (0.37)      (0.34)      (0.26)      (0.06)
  In excess of net investment income.......................        --          --       (0.01)         --          --
  From net realized gains..................................     (0.54)      (0.18)      (0.04)      (0.04)         --
                                                              -------     -------     -------     -------     -------
    Total Distributions....................................     (0.94)      (0.55)      (0.39)      (0.30)      (0.06)
                                                              -------     -------     -------     -------     -------
NET ASSET VALUE, END OF PERIOD.............................   $ 13.00     $ 11.72     $ 10.74     $  9.65      $10.06
                                                              =======     =======     =======     =======     =======
Total Return (Excludes Sales Charge).......................     19.85%      14.48%      15.76%      (1.19)%      5.23%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)........................   $31,379     $17,849     $ 4,745     $ 1,691      $  571
  Ratio of expenses to average net assets..................      1.05%       1.19%       1.31%       1.33%       1.15%(b)
  Ratio of net investment income to average net assets.....      3.30%       3.33%       3.57%       2.68%       2.84%(b)
  Ratio of expenses to average net assets*.................      1.34%       1.54%       1.66%       1.67%       1.62%(b)
  Ratio of net investment income to average net assets*....      3.01%       2.98%       3.22%       2.34%        237%(b)
  Portfolio turnover(c)....................................     80.96%      73.38%     115.36%      56.55%       4.05%
  Average commission rate paid(d)..........................   $0.0497     $0.0616
</TABLE>

- ------------
 *  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 April 2, 1993.
(b) Annualized.
(c) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(d) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.

See notes to financial statements.

                                                                             97

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                   ASSET ALLOCATION FUND
                                                                        -------------------------------------------
                                                                                      CLASS B SHARES
                                                                        -------------------------------------------
                                                                                    YEAR ENDED JUNE 30,
                                                                        -------------------------------------------
                                                                         1997        1996        1995       1994(a)
                                                                        -------     -------     -------     -------
<S>                                                                     <C>         <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD.................................   $ 11.76     $ 10.76     $  9.67     $ 10.37
                                                                        -------     -------     -------     -------
Investment Activities
  Net investment income..............................................      0.30        0.28        0.27        0.08
  Net realized and unrealized gains (losses) from investments........      1.83        1.18        1.14       (0.70)
                                                                        -------     -------     -------     -------
    Total from Investment Activities.................................      2.13        1.46        1.41       (0.62)
Distributions
  From net investment income.........................................     (0.31)      (0.28)      (0.27)      (0.08)
  In excess of net investment income.................................        --          --       (0.01)         --
  From net realized gains............................................     (0.54)      (0.18)      (0.04)         --
                                                                        -------     -------     -------     -------
    Total Distributions..............................................     (0.85)      (0.46)      (0.32)      (0.08)
                                                                        -------     -------     -------     -------
NET ASSET VALUE, END OF PERIOD.......................................   $ 13.04     $ 11.76     $ 10.76     $  9.67
                                                                        =======     =======     =======     =======
Total Return (Excludes Sales Charge).................................     18.90%      13.79%      14.90%      (5.98)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)..................................   $43,900     $18,575     $ 3,019     $ 1,862
  Ratio of expenses to average net assets............................      1.81%       1.94%       2.07%       2.40%(c)
  Ratio of net investment income to average net assets...............      2.54%       2.58%       2.77%       1.99%(c)
  Ratio of expenses to average net assets*...........................      2.01%       2.19%       2.31%       2.40%(c)
  Ratio of net investment income to average net assets*..............      2.34%       2.33%       2.52%       1.99%(c)
  Portfolio turnover(d)..............................................     80.96%      73.38%     115.36%      56.55%
  Average commission rate paid(e)....................................   $0.0497     $0.0616
</TABLE>

- ------------
 *  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 January 14, 1994.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.

See notes to financial statements.

98

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                             INCOME EQUITY FUND
                                                          --------------------------------------------------------
                                                                              FIDUCIARY SHARES
                                                          --------------------------------------------------------
                                                                            YEAR ENDED JUNE 30,
                                                          --------------------------------------------------------
                                                            1997        1996        1995        1994        1993
                                                          --------    --------    --------    --------    --------
<S>                                                       <C>         <C>         <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD...................   $  17.65    $  15.13    $  13.22    $  13.21    $  12.24
                                                          --------    --------    --------    --------    --------
Investment Activities
  Net investment income................................       0.36        0.40        0.40        0.39        0.43
  Net realized and unrealized gains from investments...       4.89        3.22        2.28        0.01        0.97
                                                          --------    --------    --------    --------    --------
    Total from Investment Activities...................       5.25        3.62        2.68        0.40        1.40
                                                          --------    --------    --------    --------    --------
Distributions
  From net investment income...........................      (0.36)      (0.40)      (0.40)      (0.39)      (0.43)
  From net realized gains..............................      (0.61)      (0.70)      (0.37)         --          --
                                                          --------    --------    --------    --------    --------
    Total Distributions................................      (0.97)      (1.10)      (0.77)      (0.39)      (0.43)
                                                          --------    --------    --------    --------    --------
NET ASSET VALUE, END OF PERIOD.........................   $  21.93    $  17.65    $  15.13    $  13.22    $  13.21
                                                          ========    ========    ========    ========    ========
Total Return...........................................      30.90%      24.53%      21.04%       3.27%      11.56%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)....................   $649,007    $321,827    $170,919    $198,787    $153,144
  Ratio of expenses to average net assets..............       1.00%       0.98%       1.01%       0.98%       0.90%
  Ratio of net investment income to average net
    assets.............................................       1.91%       2.44%       2.85%       3.18%       3.37%
  Ratio of expenses to average net assets*.............       1.00%       1.01%       1.01%       1.05%       1.07%
  Ratio of net investment income to average net
    assets*............................................       1.91%       2.41%       2.85%       3.11%       3.20%
  Portfolio turnover(a)................................      28.18%      14.92%       4.03%      22.69%       7.53%
  Average commission rate paid(b)......................   $ 0.0681    $ 0.0673
</TABLE>

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

 *  During the period, certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(b) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.

See notes to financial statements.

                                                                              99

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                INCOME EQUITY FUND
                                                                --------------------------------------------------
                                                                                  CLASS A SHARES
                                                                --------------------------------------------------
                                                                               YEAR ENDED JUNE 30,
                                                                --------------------------------------------------
                                                                 1997       1996       1995       1994       1993
                                                                -------    -------    -------    -------    ------
<S>                                                             <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD.........................   $ 17.64    $ 15.11    $ 13.20    $ 13.20    $12.23
                                                                -------    -------    -------    -------    ------
Investment Activities
  Net investment income......................................      0.31       0.38       0.03       0.36      0.40
  Net realized and unrealized gains from investments.........      4.87       3.20       2.29         --      0.98
                                                                -------    -------    -------    -------    ------
    Total from Investment Activities.........................      5.18       3.58       2.32       0.36      1.38
                                                                -------    -------    -------    -------    ------
Distributions
  From net investment income.................................     (0.31)     (0.35)     (0.03)     (0.34)    (0.41)
  In excess of net investment income.........................        --         --      (0.01)     (0.02)       --
  From net realized gains....................................     (0.61)     (0.70)     (0.37)        --        --
                                                                -------    -------    -------    -------    ------
    Total Distributions......................................     (0.92)     (1.05)     (0.41)     (0.36)    (0.41)
                                                                -------    -------    -------    -------    ------
NET ASSET VALUE, END OF PERIOD...............................   $ 21.90    $ 17.64    $ 15.11    $ 13.20    $13.20
                                                                =======    =======    =======    =======    ======
Total Return (Excludes Sales Charge).........................     30.39%     24.23%     20.79%      2.95%    11.38%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)..........................   $78,976    $44,284    $13,793    $12,054    $9,513
  Ratio of expenses to average net assets....................      1.25%      1.23%      1.26%      1.23%     1.11%
  Ratio of net investment income to average net assets.......      1.65%      2.19%      2.61%      3.01%     3.32%
  Ratio of expenses to average net assets*...................      1.34%      1.36%      1.36%      1.40%     1.43%
  Ratio of net investment income to average net assets*......      1.56%      2.06%      2.51%      2.84%     3.00%
  Portfolio turnover(a)......................................     28.18%     14.92%      4.03%     22.69%     7.53%
  Average commission rate paid(b)............................   $0.0681    $0.0673
</TABLE>

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

 *  During the period, certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(b) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.

See notes to financial statements.

100

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                     INCOME EQUITY FUND
                                                                           --------------------------------------
                                                                                       CLASS B SHARES
                                                                           --------------------------------------
                                                                                    YEAR ENDED JUNE 30,
                                                                           --------------------------------------
                                                                            1997       1996       1995     1994(a)
                                                                           -------    -------    ------    ------
<S>                                                                        <C>        <C>        <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD....................................   $ 17.68    $ 15.14    $13.23    $13.83
                                                                           -------    -------    ------    ------
Investment Activities
  Net investment income.................................................      0.17       0.24      0.26      0.11
  Net realized and unrealized gains (losses) from investments...........      4.89       3.23      2.29     (0.60)
                                                                           -------    -------    ------    ------
    Total from Investment Activities....................................      5.06       3.47      2.55     (0.49)
                                                                           -------    -------    ------    ------
Distributions
  From net investment income............................................     (0.18)     (0.23)    (0.25)    (0.11)
  In excess of net investment income....................................        --         --     (0.02)       --
  From net realized gains...............................................     (0.61)     (0.70)    (0.37)       --
                                                                           -------    -------    ------    ------
    Total Distributions.................................................     (0.79)     (0.93)    (0.64)    (0.11)
                                                                           -------    -------    ------    ------
NET ASSET VALUE, END OF PERIOD..........................................   $ 21.95    $ 17.68    $15.14    $13.23
                                                                           =======    =======    ======    ======
Total Return (Excludes Sales Charge)....................................     29.48%     23.41%    19.91%    (3.37)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).....................................   $79,518    $29,169    $3,468    $1,714
  Ratio of expenses to average net assets...............................      2.00%      1.98%     2.01%     1.95%(c)
  Ratio of net investment income to average net assets..................      0.89%      1.44%     1.88%     2.70%(c)
  Ratio of expenses to average net assets*..............................      2.00%      2.01%     2.02%     1.95%(c)
  Ratio of net investment income to average net assets*.................      0.89%      1.41%     1.87%     2.70%(c)
  Portfolio turnover(d).................................................     28.18%     14.92%     4.03%    22.69%
  Average commission rate paid (e)......................................   $0.0681    $0.0673
</TABLE>

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

 *  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 B Shares commenced offering on January 14, 1994.
(b) Not Annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.

See notes to financial statements.

                                                                            101

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                               EQUITY INDEX FUND
                                                            --------------------------------------------------------
                                                                                FIDUCIARY SHARES
                                                            --------------------------------------------------------
                                                                              YEAR ENDED JUNE 30,
                                                            --------------------------------------------------------
                                                              1997        1996        1995        1994        1993
                                                            --------    --------    --------    --------    --------
<S>                                                         <C>         <C>         <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD.....................   $  16.66    $  14.03    $  11.59    $  11.92    $ 10.92
                                                            --------    --------    --------    --------    -------
Investment Activities
  Net investment income..................................       0.35        0.33        0.32        0.29       0.30
  Net realized and unrealized gains (losses) from
    investments..........................................       5.27        3.16        2.59       (0.20)      1.13
                                                            --------    --------    --------    --------    -------
    Total from Investment Activities.....................       5.62        3.49        2.91        0.09       1.43
                                                            --------    --------    --------    --------    -------
Distributions
  From net investment income.............................      (0.33)      (0.33)      (0.29)      (0.29)     (0.30)
  In excess of net investment income.....................         --       (0.01)      (0.02)      (0.04)        --
  From net realized gains................................      (0.15)      (0.52)      (0.16)      (0.09)     (0.13)
                                                            --------    --------    --------    --------    -------
    Total Distributions..................................      (0.48)      (0.86)      (0.47)      (0.42)     (0.43)
                                                            --------    --------    --------    --------    -------
NET ASSET VALUE, END OF PERIOD...........................   $  21.80    $  16.66    $  14.03    $  11.59    $ 11.92
                                                            ========    ========    ========    ========    =======
Total Return.............................................      34.30%      25.47%      25.79%       0.63%     13.04%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)......................   $480,819    $321,058    $234,895    $165,370    $96,446
  Ratio of expenses to average net assets................       0.30%       0.30%       0.33%       0.46%      0.50%
  Ratio of net investment income to average net assets...       1.87%       2.18%       2.57%       2.44%      2.46%
  Ratio of expenses to average net assets *..............       0.61%       0.59%       0.66%       0.59%      0.87%
  Ratio of net investment income to average net assets
    *....................................................       1.56%       1.89%       2.24%       2.31%      2.09%
  Portfolio turnover(a)..................................       5.81%       9.08%       2.71%      11.81%      2.71%
  Average commission rate paid(b)........................   $ 0.0449    $ 0.0490
</TABLE>

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

 *  During the period, certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.

(a) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.

(b) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.

See notes to financial statements.

102

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                               EQUITY INDEX FUND
                                                            --------------------------------------------------------
                                                                                 CLASS A SHARES
                                                            --------------------------------------------------------
                                                                              YEAR ENDED JUNE 30,
                                                            --------------------------------------------------------
                                                              1997        1996        1995        1994        1993
                                                            --------    --------    --------    --------    --------
<S>                                                         <C>         <C>         <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD.....................   $  16.67    $  14.02    $  11.59    $  11.91    $ 10.92
                                                            --------    --------    --------    --------    -------
Investment Activities
  Net investment income..................................       0.29        0.27        0.29        0.28       0.30
  Net realized and unrealized gains (losses) from
    investments..........................................       5.28        3.18        2.58       (0.20)      1.10
                                                            --------    --------    --------    --------    -------
    Total from Investment Activities.....................       5.57        3.45        2.87        0.08       1.40
                                                            --------    --------    --------    --------    -------
Distributions
  From net investment income.............................      (0.28)      (0.27)      (0.28)      (0.27)     (0.28)
  In excess of net investment income.....................         --       (0.01)         --       (0.04)        --
  From net realized gains................................      (0.15)      (0.52)      (0.16)      (0.09)     (0.13)
                                                            --------    --------    --------    --------    -------
    Total Distributions..................................      (0.43)      (0.80)      (0.44)      (0.40)     (0.41)
                                                            --------    --------    --------    --------    -------
NET ASSET VALUE, END OF PERIOD...........................   $  21.81    $  16.67    $  14.02    $  11.59    $ 11.91
                                                            ========    ========    ========    ========    =======
Total Return (Excludes Sales Charge).....................      33.94%      25.16%      25.43%       0.56%     12.75%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)......................   $ 98,338    $ 32,186    $  3,003    $  1,416    $   512
  Ratio of expenses to average net assets................       0.55%       0.55%       0.56%       0.62%      0.52%
  Ratio of net investment income to average net assets...       1.59%       1.93%       2.38%       2.37%      2.51%
  Ratio of expenses to average net assets *..............       0.95%       0.94%       1.01%       0.94%      0.99%
  Ratio of net investment income to average net assets
    *....................................................       1.19%       1.54%       1.94%       2.05%      2.04%
  Portfolio turnover(a)..................................       5.81%       9.08%       2.71%      11.81%      2.71%
  Average commission rate paid(b)........................   $ 0.0449    $ 0.0490
</TABLE>

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

 *  During the period, certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.

(a) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.

(b) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.

See notes to financial statements.

                                                                            103

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                                  EQUITY INDEX FUND
                                                                     --------------------------------------------
                                                                                    CLASS B SHARES
                                                                     --------------------------------------------
                                                                                 YEAR ENDED JUNE 30,
                                                                     --------------------------------------------
                                                                       1997         1996        1995      1994(a)
                                                                     --------     --------     ------     -------
<S>                                                                  <C>          <C>          <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD..............................   $  16.68     $  14.05     $11.61     $12.39
                                                                     --------     --------     ------     ------
Investment Activities
  Net investment income...........................................       0.16         0.16       0.18       0.09
  Net realized and unrealized gains (losses) from investments.....       5.27         3.16       2.61      (0.78)
                                                                     --------     --------     ------     ------
    Total from Investment Activities..............................       5.43         3.32       2.79      (0.69)
                                                                     --------     --------     ------     ------
Distributions
  From net investment income......................................      (0.16)       (0.16)     (0.19)     (0.09)
  In excess of net investment income..............................         --        (0.01)        --         --
  From net realized gains.........................................      (0.15)       (0.52)     (0.16)        --
                                                                     --------     --------     ------     ------
    Total Distributions...........................................      (0.31)       (0.69)     (0.35)     (0.09)
                                                                     --------     --------     ------     ------
NET ASSET VALUE, END OF PERIOD....................................   $  21.80     $  16.68     $14.05     $11.61
                                                                     ========     ========     ======     ======
Total Return (Excludes Sales Charge)..............................      32.93%       24.05%     24.58%     (5.57)% (b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...............................   $168,699     $ 38,538     $1,408     $  248
  Ratio of expenses to average net assets.........................       1.30%        1.30%      1.34%      1.10% (c)
  Ratio of net investment income to average net assets............       0.83%        1.18%      1.60%      2.08% (c)
  Ratio of expenses to average net assets*........................       1.61%        1.59%      1.67%      1.15% (c)
  Ratio of net investment income to average net assets*...........       0.52%        0.89%      1.27%      2.03% (c)
  Portfolio turnover(d)...........................................       5.81%        9.08%      2.71%     11.81%
  Average commission rate paid(e).................................   $ 0.0449     $ 0.0490
</TABLE>

- ------------
 *  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 B Shares commenced offering on January 14, 1994.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.

See notes to financial statements.

104

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                                           VALUE GROWTH FUND
                                                                                        ------------------------
                                                                                            FIDUCIARY SHARES
                                                                                        ------------------------
                                                                                                       MARCH 26,
                                                                                        YEAR ENDED      1996 TO
                                                                                         JUNE 30,      JUNE 30,
                                                                                           1997         1996(a)
                                                                                        ----------     ---------
<S>                                                                                     <C>            <C>
NET ASSET VALUE, BEGINNING OF PERIOD.................................................    $  10.39      $  10.00
                                                                                        ---------      --------
Investment Activities
  Net investment income..............................................................        0.11          0.03
  Net realized and unrealized gains from investments.................................        2.85          0.39
                                                                                        ---------      --------
    Total from Investment Activities.................................................        2.96          0.42
                                                                                        ---------      --------
Distributions
  From net investment income.........................................................       (0.11)        (0.03)
  From net realized gains............................................................       (1.73)           --
                                                                                        ---------      --------
    Total Distributions..............................................................       (1.84)        (0.03)
                                                                                        ---------      --------
NET ASSET VALUE, END OF PERIOD.......................................................    $  11.51      $  10.39
                                                                                        =========      ========
Total Return.........................................................................       31.97%        10.49% (b)(c)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)..................................................    $430,837      $191,212
  Ratio of expenses to average net assets............................................        0.98%         0.95% (d)
  Ratio of net investment income to average net assets...............................        1.06%         1.13% (d)
  Ratio of expenses to average net assets*...........................................        1.00%         1.04% (d)
  Ratio of net investment income to average net assets*..............................        1.04%         1.04% (d)
  Portfolio turnover(e)..............................................................      113.17%        65.21%
  Average commission rate paid(f)....................................................    $ 0.0532      $ 0.0373
</TABLE>

- ------------
 *  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 date reorganized as a fund of The One Group.
(b) Represents total return for Class A Shares from December 1, 1995 through
    March 25, 1996 plus total return for Fiduciary Shares for the period from
    March 26, 1996 through June 30, 1996.
(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.
(f) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for
    only the last seven months of the year.

See notes to financial statements.

                                                                           105

<PAGE>

- --------------------------------------------------------------------------------
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- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                 VALUE GROWTH FUND
                                                      ------------------------------------------------------------------------
                                                                                   CLASS A SHARES
                                                      ------------------------------------------------------------------------
                                                                      SEVEN
                                                                      MONTHS
                                                      YEAR ENDED      ENDED                 YEAR ENDED NOVEMBER 30,
                                                       JUNE 30,      JUNE 30,     --------------------------------------------
                                                         1997        1996(a)        1995        1994        1993        1992
                                                      ----------    ----------    --------    --------    --------    --------
<S>                                                   <C>           <C>           <C>         <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD...............    $  10.39      $  11.15     $   9.00    $  10.02    $   9.42    $   7.80
                                                       --------      --------     --------    --------    --------    --------
Investment Activities
  Net investment income............................        0.09          0.94         0.12        0.13        0.11        0.11
  Net realized and unrealized gains (losses) from
    investments....................................        2.83          0.08         2.44       (0.56)       0.83        1.75
                                                       --------      --------     --------    --------    --------    --------
    Total from Investment Activities...............        2.92          1.02         2.56       (0.43)       0.94        1.86
                                                       --------      --------     --------    --------    --------    --------
Distributions
  From net investment income.......................       (0.08)        (0.94)       (0.12)      (0.14)      (0.12)      (0.10)
  In excess of net investment income...............          --         (0.01)          --          --          --          --
  From net realized gains..........................       (1.73)        (0.83)       (0.29)      (0.45)      (0.22)      (0.14)
                                                       --------      --------     --------    --------    --------    --------
    Total Distributions............................       (1.81)        (1.78)       (0.41)      (0.59)      (0.34)      (0.24)
                                                       --------      --------     --------    --------    --------    --------
NET ASSET VALUE, END OF PERIOD.....................    $  11.50      $  10.39     $  11.15    $   9.00    $  10.02    $   9.42
                                                       ========      ========     ========    ========    ========    ========
Total Return (Excludes Sales Charge)...............       31.53%        10.40%(b)    29.57%      (4.32)%     10.13%      24.27%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)................    $ 47,306      $ 35,984     $217,978    $173,198    $171,141    $133,614
  Ratio of expenses to average net assets..........        1.23%         0.97%(c)     0.95%       0.96%       0.96%       0.97%
  Ratio of net investment income to average net
    assets.........................................        0.83%         0.65%(c)     1.25%       1.34%       1.21%       1.25%
  Ratio of expenses to average net assets*.........        1.34%         1.05%(c)     0.95%       0.96%       0.96%       0.97%
  Ratio of net investment income to average net
    assets*........................................        0.72%         0.77%(c)     1.25%       1.34%       1.21%       1.25%
  Portfolio turnover(d)............................      113.17%        65.21%       77.00%      53.00%      66.00%      43.00%
  Average commission rate paid(e)..................    $ 0.0532      $ 0.0373
</TABLE>

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

 *  During the period, certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Upon reorganizing as a fund of The One Group, the Paragon Value Growth Fund
    became the Value Growth Fund. Financial highlights for the periods prior to
    March 26, 1996 represent the Paragon Value Growth Fund. The per share data
    for the periods prior to March 26, 1996 have been restated to reflect the
    impact of restatement of net asset value from $15.26 to $10.00 effective
    March 26, 1996.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.

See notes to financial statements.

106

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                               VALUE GROWTH FUND
                                                             ------------------------------------------------------
                                                                                 CLASS B SHARES
                                                             ------------------------------------------------------
                                                                            SEVEN
                                                                           MONTHS
                                                                            ENDED                     SEPTEMBER 9,
                                                             YEAR ENDED     JUNE       YEAR ENDED        1994 TO
                                                              JUNE 30,       30,      NOVEMBER 30,    NOVEMBER 30,
                                                                1997       1996(a)        1995           1994(b)
                                                             ----------    -------    ------------    -------------
<S>                                                          <C>           <C>        <C>             <C>
NET ASSET VALUE, BEGINNING OF PERIOD......................    $  10.39     $ 11.16       $ 9.01          $  9.85
                                                              --------     -------       ------          -------
Investment Activities
  Net investment income...................................        0.01        0.91         0.05             0.02
  Net realized and unrealized gains (losses) from
    investments...........................................        2.82        0.07         2.46            (0.84)
                                                              --------     -------       ------          -------
    Total from Investment Activities......................        2.83        0.98         2.51            (0.82)
                                                              --------     -------       ------          -------
Distributions
  From net investment income..............................       (0.02)      (0.91)       (0.07)           (0.02)
  In excess of net investment income......................          --       (0.01)          --               --
  From net realized gains.................................       (1.73)      (0.83)       (0.29)              --
                                                              --------     -------       ------          -------
    Total Distributions...................................       (1.75)      (1.75)       (0.36)           (0.02)
                                                              --------     -------       ------          -------
NET ASSET VALUE, END OF PERIOD............................    $  11.47     $ 10.39       $11.16          $  9.01
                                                              ========     =======       ======          =======
Total Return (Excludes Sales Charge)......................       30.52%       9.86%(c)    28.74%           (8.31)%(c)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).......................    $ 10,517     $ 4,673       $2,923          $   412
  Ratio of expenses to average net assets.................        1.98%       1.56%(d)     1.70%            1.71%(d)
  Ratio of net investment income to average net assets....        0.07%       0.13%(d)     0.38%            0.76%(d)
  Ratio of expenses to average net assets*................        2.00%       1.94%(d)     1.70%            1.71%(d)
  Ratio of net investment income to average net assets*...        0.05%       0.05%(d)     0.38%            0.76%(d)
  Portfolio turnover(e)...................................      113.17%      65.21%       77.00%           53.00%
  Average commission rate paid(f).........................    $ 0.0532     $0.0373
</TABLE>

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

 *  During the period, certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Upon reorganizing as a fund of The One Group, the Paragon Value Growth Fund
    became the Value Growth Fund. Financial highlights for the periods prior to
    March 26, 1996 represent the Paragon Value Growth Fund. The per share data
    for the periods prior to March 26, 1996 have been restated to reflect the
    impact of restatement of net asset value from $15.21 to $10.00 effective
    March 26, 1996.
(b) Class B Shares commenced offering September 9, 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.
(f) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for
    only the last seven months of the year.

See notes to financial statements.

                                                                           107

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                          LARGE COMPANY VALUE FUND
                                                        ------------------------------------------------------------
                                                                              FIDUCIARY SHARES
                                                        ------------------------------------------------------------
                                                                            YEAR ENDED JUNE 30,
                                                        ------------------------------------------------------------
                                                          1997         1996         1995         1994         1993
                                                        --------     --------     --------     --------     --------
<S>                                                     <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD.................   $  12.83     $  12.87     $  11.34     $  11.64     $  11.34
                                                        --------     --------     --------     --------     --------
Investment Activities
  Net investment income..............................       0.27         0.31         0.31         0.20         0.18
  Net realized and unrealized gains (losses) from
    investments......................................       3.01         1.20         2.18        (0.01)        0.58
                                                        --------     --------     --------     --------     --------
    Total from Investment Activities.................       3.28         1.51         2.49         0.19         0.76
                                                        --------     --------     --------     --------     --------
Distributions
  From net investment income.........................      (0.26)       (0.31)       (0.32)       (0.19)       (0.18)
  From net realized gains............................      (1.06)       (1.24)       (0.64)       (0.30)       (0.28)
                                                        --------     --------     --------     --------     --------
    Total Distributions..............................      (1.32)       (1.55)       (0.96)       (0.49)       (0.46)
                                                        --------     --------     --------     --------     --------
NET ASSET VALUE, END OF PERIOD.......................   $  14.79     $  12.83     $  12.87     $  11.34     $  11.64
                                                        ========     ========     ========     ========     ========
Total Return.........................................      27.10%       12.71%       23.42%       (1.59)%       6.73%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)..................   $686,156     $584,527     $365,376     $169,127     $132,833
  Ratio of expenses to average net assets............       0.97%        0.97%        1.00%        0.95%        0.86%
  Ratio of net investment income to average net
    assets...........................................       1.99%        2.43%        2.74%        1.72%        1.62%
  Ratio of expenses to average net assets*...........       0.97%        0.98%        1.01%        1.02%        1.12%
  Ratio of net investment income to average net
    assets*..........................................       1.99%        2.42%        2.73%        1.65%        1.36%
  Portfolio turnover(a)..............................      77.05%      186.84%      203.13%      111.72%       51.75%
  Average commission rate paid(b)....................   $ 0.0575     $ 0.0415
</TABLE>

- ------------
 *  During the period, certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(b) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.

See notes to financial statements.

108

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                              LARGE COMPANY VALUE FUND
                                                               ------------------------------------------------------
                                                                                   CLASS A SHARES
                                                               ------------------------------------------------------
                                                                                YEAR ENDED JUNE 30,
                                                               ------------------------------------------------------
                                                                1997        1996        1995        1994        1993
                                                               -------     -------     -------     -------     ------
<S>                                                            <C>         <C>         <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD........................   $ 12.87     $ 12.89     $ 11.34     $ 11.64     $11.33
                                                               -------     -------     -------     -------     ------
Investment Activities
  Net investment income.....................................      0.23        0.27        0.28        0.17       0.16
  Net realized and unrealized gains (losses) from
    investments.............................................      3.04        1.22        2.20       (0.01)      0.59
                                                               -------     -------     -------     -------     ------
    Total from Investment Activities........................      3.27        1.49        2.48        0.16       0.75
                                                               -------     -------     -------     -------     ------
Distributions
  From net investment income................................     (0.23)      (0.27)      (0.27)      (0.16)     (0.16)
  In excess of net investment income........................        --          --       (0.02)         --         --
  From net realized gains...................................     (1.06)      (1.24)      (0.64)      (0.30)     (0.28)
                                                               -------     -------     -------     -------     ------
    Total Distributions.....................................     (1.29)      (1.51)      (0.93)      (0.46)     (0.44)
                                                               -------     -------     -------     -------     ------
NET ASSET VALUE, END OF PERIOD..............................   $ 14.85     $ 12.87     $ 12.89     $ 11.34     $11.64
                                                               =======     =======     =======     =======     ======
Total Return (Excludes Sales Charge)........................     26.90%      12.40%      22.64%       1.35%      6.64%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................   $14,832     $ 9,380     $ 3,481     $   698     $  451
  Ratio of expenses to average net assets...................      1.22%       1.22%       1.25%       1.20%      1.10%
  Ratio of net investment income to average net assets......      1.72%       2.18%       2.52%       1.57%      1.41%
  Ratio of expenses to average net assets*..................      1.31%       1.33%       1.37%       1.37%      1.50%
  Ratio of net investment income to average net assets*.....      1.63%       2.07%       2.41%       1.40%      1.01%
  Portfolio turnover(a).....................................     77.05%     186.84%     203.13%     111.72%     51.75%
  Average commission rate paid(b)...........................   $0.0575     $0.0415
</TABLE>

- ------------
 *  During the period, certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(b) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.

See notes to financial statements.

                                                                             109

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                LARGE COMPANY VALUE FUND
                                                                       -------------------------------------------
                                                                                     CLASS B SHARES
                                                                       -------------------------------------------
                                                                                   YEAR ENDED JUNE 30,
                                                                       -------------------------------------------
                                                                        1997        1996        1995       1994(a)
                                                                       -------     -------     -------     -------
<S>                                                                    <C>         <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD................................   $ 12.98     $ 12.96     $ 11.41     $11.87
                                                                       -------     -------     -------     ------
Investment Activities
  Net investment income.............................................      0.14        0.18        0.17       0.05
  Net realized and unrealized gains (losses) from investments.......      3.04        1.26        2.19      (0.46)
                                                                       -------     -------     -------     ------
    Total from Investment Activities................................      3.18        1.44        2.36      (0.41)
                                                                       -------     -------     -------     ------
Distributions
  From net investment income........................................     (0.15)      (0.18)      (0.17)     (0.05)
  From net realized gains...........................................     (1.06)      (1.24)      (0.64)        --
                                                                       -------     -------     -------     ------
    Total Distributions.............................................     (1.21)      (1.42)      (0.81)     (0.05)
                                                                       -------     -------     -------     ------
NET ASSET VALUE, END OF PERIOD......................................   $ 14.95     $ 12.98     $ 12.96     $11.41
                                                                       =======     =======     =======     ======
Total Return (Excludes Sales Charge)................................     25.86%      11.95%      22.28%      3.48% (b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).................................   $ 9,288     $ 4,135     $   861     $  182
  Ratio of expenses to average net assets...........................      1.97%       1.97%       2.00%      2.00% (c)
  Ratio of net investment income to average net assets..............      0.96%       1.43%       1.74%      1.06% (c)
  Ratio of expenses to average net assets*..........................      1.97%       1.98%       2.01%      2.00% (c)
  Ratio of net investment income to average net assets*.............      0.96%       1.42%       1.72%      1.06% (c)
  Portfolio turnover(d).............................................     77.05%     186.84%     203.13%    111.72%
  Average commission rate paid(e)...................................   $0.0575     $0.0415
</TABLE>

- ------------
 *  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 B Shares commenced offering on January 14, 1994.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.

See notes to financial statements.

110

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                           DISCIPLINED VALUE FUND
                                                        ------------------------------------------------------------
                                                                              FIDUCIARY SHARES
                                                        ------------------------------------------------------------
                                                                            YEAR ENDED JUNE 30,
                                                        ------------------------------------------------------------
                                                          1997         1996         1995         1994         1993
                                                        --------     --------     --------     --------     --------
<S>                                                     <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD.................   $  14.69     $  13.20     $  11.90     $  12.76     $  11.49
                                                        --------     --------     --------     --------     --------
Investment Activities
  Net investment income..............................       0.22         0.29         0.28         0.26         0.28
  Net realized and unrealized gains from
    investments......................................       2.57         2.27         1.57         0.29         1.27
                                                        --------     --------     --------     --------     --------
    Total from Investment Activities.................       2.79         2.56         1.85         0.55         1.55
                                                        --------     --------     --------     --------     --------
Distributions
  From net investment income.........................      (0.22)       (0.29)       (0.27)       (0.26)       (0.28)
  From net realized gains............................      (1.61)       (0.78)       (0.28)       (1.15)          --
                                                        --------     --------     --------     --------     --------
    Total Distributions..............................      (1.83)       (1.07)       (0.55)       (1.41)       (0.28)
                                                        --------     --------     --------     --------     --------
NET ASSET VALUE, END OF PERIOD.......................   $  15.65     $  14.69     $  13.20     $  11.90     $  12.76
                                                        ========     ========     ========     ========     ========
Total Return.........................................      20.56%       20.10%       16.03%        4.04%       13.58%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)..................   $562,302     $522,474     $448,530     $418,238     $211,785
  Ratio of expenses to average net assets............       0.98%        0.99%        1.00%        0.93%        0.89%
  Ratio of net investment income to average net
    assets...........................................       1.52%        2.04%        2.21%        2.14%        2.30%
  Ratio of expenses to average net assets*...........       0.98%        1.00%        1.10%        0.98%        1.08%
  Ratio of net investment income to average net
    assets*..........................................       1.52%        2.03%        2.11%        2.09%        2.11%
  Portfolio turnover(a)..............................      92.66%       90.55%      176.66%       56.33%      108.79%
  Average commission rate paid(b)....................   $ 0.0601     $ 0.0576
</TABLE>

- ------------
 *  During the period, certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(b) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.

See notes to financial statements.

                                                                             111

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                              DISCIPLINED VALUE FUND
                                                              -------------------------------------------------------
                                                                                  CLASS A SHARES
                                                              -------------------------------------------------------

                                                                                YEAR ENDED JUNE 30,
                                                              -------------------------------------------------------
                                                               1997        1996        1995        1994        1993
                                                              -------     -------     -------     -------     -------
<S>                                                           <C>         <C>         <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD.......................   $ 14.72     $ 13.22     $ 11.91     $ 12.75     $ 11.49
                                                              -------     -------     -------     -------     -------
Investment Activities
  Net investment income....................................      0.19        0.25        0.24        0.24        0.25
  Net realized and unrealized gains from investments.......      2.57        2.28        1.59        0.30        1.26
                                                              -------     -------     -------     -------     -------
    Total from Investment Activities.......................      2.76        2.53        1.83        0.54        1.51
                                                              -------     -------     -------     -------     -------
Distributions
  From net investment income...............................     (0.19)      (0.25)      (0.24)      (0.23)      (0.25)
  From net realized gains..................................     (1.61)      (0.78)      (0.26)      (1.10)         --
  In excess of net realized gains..........................        --          --       (0.02)      (0.05)         --
                                                              -------     -------     -------     -------     -------
    Total Distributions....................................     (1.80)      (1.03)      (0.52)      (1.38)      (0.25)
                                                              -------     -------     -------     -------     -------
NET ASSET VALUE, END OF PERIOD.............................   $ 15.68     $ 14.72     $ 13.22     $ 11.91     $ 12.75
                                                              =======     =======     =======     =======     =======
Total Return (Excludes Sales Charge).......................     20.21%      19.80%      15.43%       3.95%      13.27%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)........................   $23,909     $20,838     $13,560     $10,448     $ 3,435
  Ratio of expenses to average net assets..................      1.23%       1.24%       1.26%       1.18%       1.12%
  Ratio of net investment income to average net assets.....      1.26%       1.79%       1.99%       2.00%       2.06%
  Ratio of expenses to average net assets*.................      1.31%       1.35%       1.36%       1.33%       1.46%
  Ratio of net investment income to average net assets*....      1.18%       1.68%       1.89%       1.85%       1.72%
  Portfolio turnover(a)....................................     92.66%      90.55%     176.66%      56.33%     108.79%
  Average commission rate paid(b)..........................   $0.0601     $0.0576
</TABLE>

- ------------
 *  During the period, certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(b) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.

See notes to financial statements.

                                                                            112

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                                 DISCIPLINED VALUE FUND
                                                                       -------------------------------------------
                                                                                         CLASS B
                                                                       -------------------------------------------

                                                                                   YEAR ENDED JUNE 30,
                                                                       -------------------------------------------
                                                                        1997        1996        1995       1994(a)
                                                                       -------     -------     -------     ------
<S>                                                                    <C>         <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD................................   $ 14.69     $ 13.19     $ 11.90     $12.60
                                                                       -------     -------     -------     ------
Investment Activities
  Net investment income.............................................      0.08        0.15        0.15       0.07
  Net realized and unrealized gains (losses) from investments.......      2.55        2.27        1.58      (0.70)
                                                                       -------     -------     -------     ------
    Total from Investment Activities................................      2.63        2.42        1.73      (0.63)
                                                                       -------     -------     -------     ------
Distributions
  From net investment income........................................     (0.07)      (0.14)      (0.15)     (0.06)
  In excess of net investment income................................        --          --       (0.01)     (0.01)
  From net realized gains...........................................     (1.61)      (0.78)      (0.28)        --
                                                                       -------     -------     -------     ------
    Total Distributions.............................................     (1.68)      (0.92)      (0.44)     (0.07)
                                                                       -------     -------     -------     ------
NET ASSET VALUE, END OF PERIOD......................................   $ 15.64     $ 14.69     $ 13.19     $11.90
                                                                       =======     =======     =======     ======
Total Return (Excludes Sales Charge)................................     19.19%      18.93%      14.92%     (5.00)% (b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).................................   $20,499     $16,305     $11,222     $5,356
  Ratio of expenses to average net assets...........................      1.98%       1.99%       2.00%      1.96% (c)
  Ratio of net investment income to average net assets..............      0.51%       1.04%       1.26%      1.80% (c)
  Ratio of expenses to average net assets*..........................      1.98%       2.00%       2.01%      1.96% (c)
  Ratio of net investment income to average net assets*.............      0.51%       1.03%       1.25%      1.80% (c)
  Portfolio turnover(d).............................................     92.66%      90.55%     176.66%     56.33%
  Average commission rate paid(e)...................................   $0.0601     $0.0576
</TABLE>

- ------------
 *  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 B Shares commenced offering on January 14, 1994.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.

See notes to financial statements.

                                                                             113

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                          LARGE COMPANY GROWTH FUND
                                                        -------------------------------------------------------------
                                                                              FIDUCIARY SHARES
                                                        -------------------------------------------------------------

                                                                             YEAR ENDED JUNE 30,
                                                        -------------------------------------------------------------
                                                           1997          1996         1995         1994        1993
                                                        ----------     --------     --------     --------     -------
<S>                                                     <C>            <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD.................   $    15.44     $  13.47     $  11.32     $  10.92     $  9.85
                                                        ----------     --------     --------     --------     -------
Investment Activities
  Net investment income..............................         0.12         0.18         0.20         0.20        0.23
  Net realized and unrealized gains (losses) from
    investments......................................         4.79         2.14         3.04         0.67        1.12
                                                        ----------     --------     --------     --------     -------
    Total from Investment Activities.................         4.91         2.32         3.24         0.87        1.35
                                                        ----------     --------     --------     --------     -------
Distributions
  From net investment income.........................        (0.11)       (0.18)       (0.20)       (0.20)      (0.23)
  From net realized gains............................        (0.80)       (0.17)       (0.89)       (0.27)      (0.05)
                                                        ----------     --------     --------     --------     -------
    Total Distributions..............................        (0.91)       (0.35)       (1.09)       (0.47)      (0.28)
                                                        ----------     --------     --------     --------     -------
NET ASSET VALUE, END OF PERIOD.......................   $    19.44     $  15.44     $  13.47     $  11.32     $ 10.92
                                                        ==========     ========     ========     ========     =======
Total Return.........................................        33.11%       17.36%       21.85%        8.04%      13.92%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)..................   $1,142,864     $745,986     $531,595     $150,035     $41,317
  Ratio of expenses to average net assets............         0.99%        0.96%        1.00%        0.78%       0.39%
  Ratio of net investment income to average net
    assets...........................................         0.69%        1.20%        1.72%        1.87%       2.24%
  Ratio of expenses to average net assets*...........         0.99%        0.99%        1.00%        1.13%       1.43%
  Ratio of net investment income to average net
    assets*..........................................         0.69%        1.17%        1.72%        1.52%       1.21%
  Portfolio turnover(a)..............................        57.17%       35.51%       14.22%        9.04%      10.61%
  Average commission rate paid(b)....................   $   0.0681     $ 0.0647
</TABLE>

- ------------
 *  During the period, certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(b) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.

See notes to financial statements.

114

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                                LARGE COMPANY GROWTH FUND
                                                                      ---------------------------------------------
                                                                                     CLASS A SHARES
                                                                      ---------------------------------------------

                                                                                   YEAR ENDED JUNE 30,
                                                                      ---------------------------------------------
                                                                        1997        1996        1995       1994(a)
                                                                      --------     -------     -------     -------
<S>                                                                   <C>          <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD...............................   $  15.83     $ 13.83     $ 11.62     $ 11.78
                                                                      --------     -------     -------     -------
Investment Activities
  Net investment income............................................       0.08        0.14        0.17        0.04
  Net realized and unrealized gains (losses) from investments......       4.88        2.17        3.10       (0.16)
                                                                      --------     -------     -------     -------
    Total from Investment Activities...............................       4.96        2.31        3.27       (0.12)
                                                                      --------     -------     -------     -------
Distributions
  From net investment income.......................................      (0.07)      (0.14)      (0.16)      (0.04)
  In excess of net investment income...............................         --          --       (0.01)         --
  From net realized gains..........................................      (0.80)      (0.17)      (0.89)         --
                                                                      --------     -------     -------     -------
    Total Distributions............................................      (0.87)      (0.31)      (1.06)      (0.04)
                                                                      --------     -------     -------     -------
NET ASSET VALUE, END OF PERIOD.....................................      19.92     $ 15.83     $ 13.83     $ 11.62
                                                                      ========     =======     =======     =======
Total Return (Excludes Sales Charge)...............................      32.57%      16.85%      21.52%      (1.02)% (b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)................................   $125,910     $75,114     $27,428     $   368
  Ratio of expenses to average net assets..........................       1.24%       1.21%       1.26%       1.25% (c)
  Ratio of net investment income to average net assets.............       0.44%       0.95%       1.49%       1.78% (c)
  Ratio of expenses to average net assets*.........................       1.32%       1.34%       1.36%       1.35% (c)
  Ratio of net investment income to average net assets*............       0.36%       0.82%       1.39%       1.68% (c)
  Portfolio turnover(d)............................................      57.17%      35.51%      14.22%       9.04%
  Average commission rate paid(e)..................................   $ 0.0681     $0.0647
</TABLE>

- ------------
 *  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 January 1, 1994.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.

See notes to financial statements.

                                                                             115

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                                 LARGE COMPANY GROWTH FUND
                                                                       ---------------------------------------------
                                                                                      CLASS B SHARES
                                                                       ---------------------------------------------

                                                                                    YEAR ENDED JUNE 30,
                                                                       ---------------------------------------------
                                                                         1997        1996        1995       1994(a)
                                                                       --------     -------     -------     ------
<S>                                                                    <C>          <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD................................   $  15.63     $ 13.63     $ 11.47     $ 11.57
                                                                       --------     -------     -------     -------
Investment Activities
  Net investment income (loss)......................................      (0.04)       0.05        0.09        0.03
  Net realized and unrealized gains (losses) from investments.......       4.82        2.17        3.06       (0.10)
                                                                       --------     -------     -------     -------
    Total from Investment Activities................................       4.78        2.22        3.15       (0.07)
                                                                       --------     -------     -------     -------
Distributions
  From net investment income........................................         --       (0.05)      (0.09)      (0.03)
  In excess of net investment income................................         --          --       (0.01)         --
  From net realized gains...........................................      (0.80)      (0.17)      (0.89)         --
                                                                       --------     -------     -------     -------
    Total Distributions.............................................      (0.80)      (0.22)      (0.99)      (0.03)
                                                                       --------     -------     -------     -------
NET ASSET VALUE, END OF PERIOD......................................   $  19.61     $ 15.63     $ 13.63     $ 11.47
                                                                       ========     =======     =======     =======
Total Return (Excludes Sales Charge)................................      31.74%      16.41%      20.65%      (0.66)% (b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).................................   $132,268     $56,261     $ 6,918     $   334
  Ratio of expenses to average net assets...........................       2.00%       1.96%       2.01%       1.99% (c)
  Ratio of net investment income (loss) to average net assets.......      (0.33)%      0.20%       0.74%       0.96% (c)
  Ratio of expenses to average net assets*..........................       2.00%       1.99%       2.01%       1.99% (c)
  Ratio of net investment income (loss) to average net assets*......      (0.33)%      0.17%       0.74%       0.96% (c)
  Portfolio turnover(d).............................................      57.17%      35.51%      14.22%       9.04%
  Average commission rate paid(e)...................................   $ 0.0681     $0.0647
</TABLE>

- ------------
 *  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 B Shares commenced offering on January 14, 1994.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.

See notes to financial statements.

                                                                             116

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                         GROWTH OPPORTUNITIES FUND
                                                        ------------------------------------------------------------
                                                                              FIDUCIARY SHARES
                                                        ------------------------------------------------------------
                                                                            YEAR ENDED JUNE 30,
                                                        ------------------------------------------------------------
                                                          1997         1996         1995         1994         1993
                                                        --------     --------     --------     --------     --------
<S>                                                     <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD.................   $  18.81     $  18.40     $  15.96     $  16.96     $  14.54
                                                        --------     --------     --------     --------     --------
Investment Activities
  Net investment income..............................       0.25         0.20         0.06         0.07         0.06
  Net realized and unrealized gains (losses) from
    investments......................................       3.59         3.83         2.98        (0.05)        2.99
                                                        --------     --------     --------     --------     --------
    Total from Investment Activities.................       3.84         4.03         3.04         0.02         3.05
                                                        --------     --------     --------     --------     --------
Distributions
  From net investment income.........................      (0.25)       (0.20)       (0.06)       (0.07)       (0.06)
  In excess of net investment........................      (0.02)          --           --           --           --
  From net realized gains............................      (2.92)       (3.42)       (0.54)       (0.95)       (0.57)
                                                        --------     --------     --------     --------     --------
    Total Distributions..............................      (3.19)       (3.62)       (0.60)       (1.02)       (0.63)
                                                        --------     --------     --------     --------     --------
NET ASSET VALUE, END OF PERIOD.......................   $  19.46     $  18.81     $  18.40     $  15.96     $  16.96
                                                        ========     ========     ========     ========     ========
Total Return.........................................      22.75%       24.63%       19.75%       (0.16)%      21.36%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)..................   $623,911     $532,525     $413,518     $389,567     $232,898
  Ratio of expenses to average net assets............       0.99%        1.00%        0.98%        0.98%        0.89%
  Ratio of net investment income to average net
    assets...........................................       1.32%        1.15%        0.38%        0.42%        0.41%
  Ratio of expenses to average net assets*...........       0.99%        1.01%        0.98%        1.03%        1.11%
  Ratio of net investment income to average net
    assets*..........................................       1.32%        1.14%        0.38%        0.37%        0.19%
  Portfolio turnover(a)..............................     301.35%      435.30%      132.63%       70.67%       64.64%
  Average commission rate paid(b)....................   $ 0.0386     $ 0.0451
</TABLE>

- ------------
 *  During the period, certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(b) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.

See notes to financial statements.

                                                                             117

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                             GROWTH OPPORTUNITIES FUND
                                                              -------------------------------------------------------
                                                                                  CLASS A SHARES
                                                              -------------------------------------------------------
                                                                                YEAR ENDED JUNE 30,
                                                              -------------------------------------------------------
                                                               1997        1996        1995        1994        1993
                                                              -------     -------     -------     -------     -------
<S>                                                           <C>         <C>         <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD.......................   $ 18.76     $ 18.36     $ 15.93     $ 16.96     $ 14.54
                                                              -------     -------     -------     -------     -------
Investment Activities
  Net investment income....................................      0.21        0.17        0.02        0.04        0.03
  Net realized and unrealized gains (losses) from
    investments............................................      3.58        3.80        2.98       (0.08)       3.00
                                                              -------     -------     -------     -------     -------
    Total from Investment Activities.......................      3.79        3.97        3.00       (0.04)       3.03
                                                              -------     -------     -------     -------     -------
Distributions
  From net investment income...............................     (0.24)      (0.15)      (0.01)      (0.03)      (0.04)
  In excess of net investment income.......................     (0.02)         --       (0.02)      (0.01)         --
  From net realized gains..................................     (2.92)      (3.42)      (0.54)      (0.95)      (0.57)
                                                              -------     -------     -------     -------     -------
    Total Distributions....................................     (3.18)      (3.57)      (0.57)      (0.99)      (0.61)
                                                              -------     -------     -------     -------     -------
NET ASSET VALUE, END OF PERIOD.............................   $ 19.37     $ 18.76     $ 18.36     $ 15.93     $ 16.96
                                                              =======     =======     =======     =======     =======
Total Return (Excludes Sales Charge).......................     22.52%      24.32%      19.50%      (0.52)%     21.70%(a)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)........................   $43,370     $28,052     $11,178     $ 8,097     $ 5,757
  Ratio of expenses to average net assets..................      1.25%       1.25%       1.23%       1.22%       1.11%(a)
  Ratio of net investment income to average net assets.....      0.92%       0.90%       0.12%       0.27%       0.25%(a)
  Ratio of expenses to average net assets*.................      1.34%       1.36%       1.33%       1.38%       1.48%(a)
  Ratio of net investment income (loss) to average net
    assets*................................................      0.83%       0.79%       0.02%       0.11%      (0.12)%(a)
  Portfolio turnover(b)....................................    301.35%     435.30%     132.63%      70.67%      64.64%
  Average commission rate paid(c)..........................   $0.0386     $0.0451
</TABLE>

- ------------
 *  During the period, certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Annualized.
(b) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(c) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.

See notes to financial statements.

118

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                 GROWTH OPPORTUNITIES FUND
                                                                        --------------------------------------------
                                                                                       CLASS B SHARES
                                                                        --------------------------------------------
                                                                                    YEAR ENDED JUNE 30,
                                                                        --------------------------------------------
                                                                         1997        1996        1995       1994(a)
                                                                        -------     -------     -------     -------
<S>                                                                     <C>         <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD.................................   $ 18.43     $ 18.14     $ 15.85     $ 17.44
                                                                        -------     -------     -------     -------
Investment Activities
  Net investment income (loss).......................................      0.11        0.09       (0.07)      (0.02)
  Net realized and unrealized gains (losses) from investments........      3.44        3.69        2.90       (1.56)
                                                                        -------     -------     -------     -------
    Total from Investment Activities.................................      3.55        3.78        2.83       (1.58)
                                                                        -------     -------     -------     -------
Distributions
  From net investment income.........................................     (0.22)      (0.07)         --       (0.01)
  In excess of net investment income.................................     (0.02)         --          --          --
  From net realized gains............................................     (2.92)      (3.42)      (0.54)         --
                                                                        -------     -------     -------     -------
    Total Distributions..............................................     (3.16)      (3.49)      (0.54)      (0.01)
                                                                        -------     -------     -------     -------
NET ASSET VALUE, END OF PERIOD.......................................   $ 18.82     $ 18.43     $ 18.14     $ 15.85
                                                                        =======     =======     =======     =======
Total Return (Excludes Sales Charge).................................     21.73%      23.53%      18.47%      (9.07)% (b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)..................................   $37,409     $12,910     $ 2,787     $ 1,131
  Ratio of expenses to average net assets............................      2.00%       2.00%       1.98%       2.12% (c)
  Ratio of net investment income (loss) to average net assets........      0.01%       0.15%      (0.63)%     (0.55)% (c)
  Ratio of expenses to average net assets*...........................      2.00%       2.01%       1.98%       2.12% (c)
  Ratio of net investment income (loss) to average net assets*.......      0.01%       0.14%      (0.63)%     (0.55)% (c)
  Portfolio turnover(d)..............................................    301.35%     435.30%     132.63%      70.67%
  Average commission rate paid(e)....................................   $0.0386     $0.0451
</TABLE>

- ------------
 *  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 B Shares commenced offering on January 14, 1994.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.

See notes to financial statements.

                                                                            119

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                          GULF SOUTH GROWTH FUND
                                                                                         ------------------------
                                                                                             FIDUCIARY SHARES
                                                                                         ------------------------
                                                                                                        MARCH 26,
                                                                                         YEAR ENDED      1996 TO
                                                                                          JUNE 30,      JUNE 30,
                                                                                            1997         1996(a)
                                                                                         -----------    ---------
<S>                                                                                      <C>            <C>
NET ASSET VALUE, BEGINNING OF PERIOD..................................................     $ 10.75       $ 10.00
                                                                                           -------       -------
Investment Activities
  Net investment income (loss)........................................................       (0.02)           --
  Net realized and unrealized gains from investments..................................        1.31          0.78
                                                                                           -------       -------
    Total from Investment Activities..................................................        1.29          0.78
                                                                                           -------       -------
Distributions
  From net realized gains.............................................................       (1.10)        (0.03)
                                                                                           -------       -------
    Total Distributions...............................................................       (1.10)        (0.03)
                                                                                           -------       -------
NET ASSET VALUE, END OF PERIOD........................................................     $ 10.94       $ 10.75
                                                                                           =======       =======
Total Return..........................................................................       13.44%        13.39%(b)(c)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...................................................     $78,318       $83,371
  Ratio of expenses to average net assets.............................................        1.02%         0.96%(d)
  Ratio of net investment income (loss) to average net assets.........................       (0.16)%       (0.16)%(d)
  Ratio of expenses to average net assets*............................................        1.12%         1.05%(d)
  Ratio of net investment income (loss) to average net assets*........................       (0.26)%       (0.25)%(d)
  Portfolio turnover(e)...............................................................       92.01%        59.57%
  Average commission rate paid(f).....................................................     $0.0676       $0.0685
</TABLE>

- ------------
 *  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 date reorganized as a fund of The One Group.
(b) Represents total return for Class A Shares from December 1, 1995 through
    March 25, 1996 plus total return for Fiduciary Shares for the period from
    March 26, 1996 through June 30, 1996.
(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.
(f) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for
    only the last seven months of the year.

See notes to financial statements.

120

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                       GULF SOUTH GROWTH FUND
                                                ---------------------------------------------------------------------
                                                                           CLASS A SHARES
                                                ---------------------------------------------------------------------
                                                                SEVEN
                                                                MONTHS
                                                YEAR ENDED      ENDED                YEAR ENDED NOVEMBER 30,
                                                 JUNE 30,      JUNE 30,      ----------------------------------------
                                                   1997        1996(a)        1995       1994       1993       1992
                                                -----------    --------      -------    -------    -------    -------
<S>                                             <C>            <C>           <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD.........     $ 10.73      $  11.50      $  9.36    $ 10.11    $  9.48    $  7.38
                                                  ---------    --------      -------    -------    -------    -------
Investment Activities
  Net investment income (loss)...............       (0.04)        (0.07)       (0.04)     (0.04)     (0.02)      0.01
  Net realized and unrealized gains (losses)
    from investments.........................        1.35          1.40         2.35      (0.63)      0.88       2.10
                                                  ---------    --------      -------    -------    -------    -------
    Total from Investment Activities.........        1.31          1.33         2.31      (0.67)      0.86       2.11
                                                  ---------    --------      -------    -------    -------    -------
Distributions
  From net investment income.................          --            --           --         --      (0.01)     (0.01)
  From net realized gains....................       (1.10)        (2.10)       (0.17)     (0.08)     (0.22)        --
                                                  ---------    --------      -------    -------    -------    -------
    Total Distributions......................       (1.10)        (2.10)       (0.17)     (0.08)     (0.23)     (0.01)
                                                  ---------    --------      -------    -------    -------    -------
NET ASSET VALUE, END OF PERIOD...............     $ 10.94      $  10.73      $ 11.50    $  9.36    $ 10.11    $  9.48
                                                  ==========   ========      =======    =======    =======    =======
Total Return (Excludes Sales Charge).........       13.52%        12.85%(b)    25.07%     (6.66)%     9.10%     28.59%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)..........     $17,299      $ 18,356      $95,467    $77,540    $74,982    $55,719
  Ratio of expenses to average net assets....        1.27%         1.05%(c)     1.03%      1.00%      1.01%      1.00%
  Ratio of net investment income (loss) to
    average net assets.......................       (0.41)%       (0.33)%(c)   (0.36)%    (0.38)%    (0.21)%     0.15%
  Ratio of expenses to average net assets*...        1.45%         1.37%(c)     1.03%      1.00%      1.01%      1.00%
  Ratio of net investment income (loss) to
    average net assets*......................       (0.59)%       (0.35)%(c)   (0.36)%    (0.30)%    (0.21)%     0.15%
  Portfolio turnover(d)......................       92.01%        59.57%       65.00%     51.00%     59.00%     42.00%
  Average commission rate paid(e)............     $0.0676      $ 0.0685
</TABLE>

- ------------
 *  During the period, certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Upon reorganizing as a fund of The One Group, the Paragon Gulf South Growth
    Fund became the Gulf South Growth Fund. Financial highlights for the periods
    prior to March 26, 1996 represent the Paragon Gulf South Growth Fund. The
    per share data for the periods prior to March 26, 1996 have been restated to
    reflect the impact of restatement of net asset value from $15.70 to $10.00
    effective March 26, 1996.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.

See notes to financial statements.

                                                                             121

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                           GULF SOUTH GROWTH FUND
                                                        -------------------------------------------------------------
                                                                               CLASS B SHARES
                                                        -------------------------------------------------------------
                                                                         SEVEN
                                                                        MONTHS                         SEPTEMBER 12,
                                                        YEAR ENDED       ENDED         YEAR ENDED         1994 TO
                                                         JUNE 30,      JUNE 30,       NOVEMBER 30,      NOVEMBER 30,
                                                           1997         1996(a)           1995            1994(b)
                                                        -----------    ---------      -------------    --------------
<S>                                                     <C>            <C>            <C>              <C>
NET ASSET VALUE, BEGINNING OF PERIOD.................     $ 10.72       $ 11.56          $  9.47          $  10.40
                                                          -------       -------          -------          --------
Investment Activities
  Net investment loss................................       (0.10)        (0.06)           (0.07)            (0.01)
  Net realized and unrealized gains (losses)
    from investments.................................        1.32          1.35             2.33             (0.92)
                                                          -------       -------          -------          --------
    Total from Investment Activities.................        1.22          1.29             2.26             (0.93)
                                                          -------       -------          -------          --------
Distributions
  From net realized gains............................       (1.10)        (2.13)           (0.17)               --
                                                          -------       -------          -------          --------
    Total Distributions..............................       (1.10)        (2.13)           (0.17)               --
                                                          -------       -------          -------          --------
NET ASSET VALUE, END OF PERIOD.......................     $ 10.84       $ 10.72          $ 11.56          $   9.47
                                                          =======       =======          =======          ========
Total Return (Excludes Sales Charge).................       12.74%        12.47%(c)        24.21%            (9.08)%(c)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)..................     $ 3,835       $ 2,545          $ 1,814          $    231
  Ratio of expenses to average net assets............        2.02%         1.87%(d)         1.78%             1.75%(d)
  Ratio of net investment income (loss) to average
    net assets.......................................       (1.16)%       (1.10)%(d)       (1.16)%           (0.90)%(d)
  Ratio of expenses to average net assets*...........        2.12%         1.92%(d)         1.78%             1.75%(d)
  Ratio of net investment income (loss) to average
    net assets*......................................       (1.26)%       (1.15)%(d)       (1.16)%           (0.90)%(d)
  Portfolio turnover(e)..............................       92.01%        59.57%           65.00%            51.00%
  Average commission rate paid(f)....................     $0.0676       $0.0685
</TABLE>

- ------------
 *  During the period, certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Upon reorganizing as a fund of The One Group, the Paragon Gulf South Growth
    Fund became the Gulf South Growth Fund. Financial highlights for the periods
    prior to March 26, 1996 represent the Paragon Gulf South Growth Fund. The
    per share data for the periods prior to March 26, 1996 have been restated to
    reflect the impact of restatement of net asset value from $15.48 to $10.00
    effective March 26, 1996.
(b) Class B Shares commenced offering September 12, 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.
(f) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for
    only the last seven months of the year.

See notes to financial statements.

122

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                       INTERNATIONAL EQUITY INDEX FUND
                                                         -----------------------------------------------------------
                                                                              FIDUCIARY SHARES
                                                         -----------------------------------------------------------
                                                                             YEAR ENDED JUNE 30,
                                                         -----------------------------------------------------------
                                                           1997         1996         1995         1994       1993(a)
                                                         --------     --------     --------     --------     ------
<S>                                                      <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD..................   $  15.17     $  13.93     $  13.46     $  11.80     $10.00
                                                         --------     --------     --------     --------     ------
Investment Activities
  Net investment income...............................       0.15         0.11         0.13         0.11       0.06
  Net realized and unrealized gains from
    investments.......................................       2.02         1.43         0.46         1.68       1.75
                                                         --------     --------     --------     --------     ------
    Total from Investment Activities..................       2.17         1.54         0.59         1.79       1.81
                                                         --------     --------     --------     --------     ------
Distributions
  From net investment income..........................      (0.17)       (0.16)       (0.08)       (0.11)     (0.01)
  In excess of net investment income..................      (0.13)       (0.02)          --           --         --
  From net realized gains.............................      (0.15)       (0.12)       (0.04)       (0.01)        --
  In excess of net realized gains.....................         --           --           --        (0.01)        --
                                                         --------     --------     --------     --------     ------
    Total Distributions...............................      (0.45)       (0.30)       (0.12)       (0.13)     (0.01)
                                                         --------     --------     --------     --------     ------
NET ASSET VALUE, END OF PERIOD........................   $  16.89     $  15.17     $  13.93     $  13.46     $11.80
                                                         ========     ========     ========     ========     ======
Total Return..........................................      14.64%       11.22%        4.20%       15.44%     26.96% (b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...................   $449,949     $347,790     $218,299     $145,640      $35,384
  Ratio of expenses to average net assets.............       0.86%        0.97%        1.04%        1.02%        1.22% (b)
  Ratio of net investment income to average net
    assets............................................       1.00%        1.04%        1.25%        1.27%        1.37% (b)
  Ratio of expenses to average net assets*............       0.86%        1.00%        1.04%        1.02%        2.34% (b)
  Ratio of net investment income to average net
    assets*...........................................       1.00%        1.01%        1.25%        1.27%        0.25% (b)
  Portfolio turnover(c)...............................       9.61%        6.28%        4.67%        7.74%        3.10%
  Average commission rate paid(d).....................   $ 0.0034     $ 0.0022
</TABLE>

- ------------
 *  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) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(d) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.

See notes to financial statements.

                                                                           123
<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                          INTERNATIONAL EQUITY INDEX FUND
                                                               ------------------------------------------------------
                                                                                   CLASS A SHARES
                                                               ------------------------------------------------------
                                                                                YEAR ENDED JUNE 30,
                                                               ------------------------------------------------------
                                                                1997        1996        1995       1994      1993(a)
                                                               -------     -------     ------     ------     -------
<S>                                                            <C>         <C>         <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD........................   $ 15.16     $ 13.92     $13.49     $11.80      $11.74
                                                               -------     -------     ------     ------     -------
Investment Activities
  Net investment income.....................................      0.11        0.14       0.12       0.09        0.02
  Net realized and unrealized gains from investments........      2.03        1.40       0.43       1.67        0.04
                                                               -------     -------     ------     ------     -------
    Total from Investment Activities........................      2.14        1.54       0.55       1.76        0.06
                                                               -------     -------     ------     ------     -------
Distributions
  From net investment income................................     (0.13)      (0.16)     (0.08)     (0.05)         --
  In excess of net investment income........................     (0.10)      (0.02)        --         --          --
  From net realized gains...................................     (0.15)      (0.12)     (0.04)     (0.02)         --
                                                               -------     -------     ------     ------     -------
    Total Distributions.....................................     (0.38)      (0.30)     (0.12)     (0.07)         --
                                                               -------     -------     ------     ------     -------
NET ASSET VALUE, END OF PERIOD..............................   $ 16.92     $ 15.16     $13.92     $13.49      $11.80
                                                               =======     =======     ======     ======     =======
Total Return (Excludes Sales Charge)........................     14.31%      11.20%      3.87%     15.18%       2.87%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................   $12,562     $10,789     $5,028     $2,395      $  153
  Ratio of expenses to average net assets...................      1.11%       1.22%      1.28%      1.26%       1.47%(b)
  Ratio of net investment income to average net assets......      0.73%       0.79%      1.09%      1.15%       2.10%(b)
  Ratio of expenses to average net assets*..................      1.19%       1.35%      1.38%      1.36%       2.35%(b)
  Ratio of net investment income to average net assets*.....      0.65%       0.66%      0.99%      1.05%       1.22%(b)
  Portfolio turnover(c).....................................      9.61%       6.28%      4.67%      7.74%       3.10%
  Average commission rate paid(d)...........................   $0.0034     $0.0022
</TABLE>

- ------------
 *  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 April 2, 1993.
(b) Annualized.
(c) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(d) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.

See notes to financial statements.

                                                                            124

<PAGE>

- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                              INTERNATIONAL EQUITY INDEX FUND
                                                                         ------------------------------------------
                                                                                       CLASS B SHARES
                                                                         ------------------------------------------
                                                                                    YEAR ENDED JUNE 30,
                                                                         ------------------------------------------
                                                                          1997        1996        1995      1994(a)
                                                                         -------     -------     ------     ------
<S>                                                                      <C>         <C>         <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD..................................   $ 14.79     $ 13.73     $13.40     $13.00
                                                                         -------     -------     ------     ------
Investment Activities
  Net investment income...............................................      0.09        0.03       0.03       0.06
  Net realized and unrealized gains from investments..................      1.86        1.32       0.41       0.34
                                                                         -------     -------     ------     ------
    Total from Investment Activities..................................      1.95        1.35       0.44       0.40
                                                                         -------     -------     ------     ------
Distributions
  From net investment income..........................................     (0.08)      (0.15)     (0.07)        --
  In excess of net investment income..................................     (0.07)      (0.02)        --         --
  From net realized gains.............................................     (0.15)      (0.12)     (0.04)        --
                                                                         -------     -------     ------     ------
    Total Distributions...............................................     (0.30)      (0.29)     (0.11)        --
                                                                         -------     -------     ------     ------
NET ASSET VALUE, END OF PERIOD........................................   $ 16.44     $ 14.79     $13.73     $13.40
                                                                         =======     =======     ======     ======
Total Return (Excludes Sales Charge)..................................     13.37%       9.97%      3.17%      3.23% (b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...................................   $10,033     $ 5,856     $3,687     $1,872
  Ratio of expenses to average net assets.............................      1.86%       1.97%      2.04%      2.00% (c)
  Ratio of net investment income to average net assets................      0.08%       0.04%      0.25%      1.37% (c)
  Ratio of expenses to average net assets*............................      1.86%       2.00%      2.04%      2.00% (c)
  Ratio of net investment income to average net assets*...............      0.08%       0.01%      0.25%      1.37% (c)
  Portfolio turnover(d)...............................................      9.61%       6.28%      4.67%      7.74%
  Average commission rate paid(e).....................................   $0.0034     $0.0022
</TABLE>

- ------------
 *  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 B Shares commenced offering on January 14, 1994.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.

See notes to financial statements.

                                                                             125

<PAGE>

- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1997

To the Shareholders and Board of Trustees of
  The One Group Family of Mutual Funds:

We have audited the accompanying statements of assets and liabilities of the
Asset Allocation Fund, the Income Equity Fund, the Equity Index Fund, the Value
Growth Fund, the Large Company Value Fund, the Disciplined Value Fund, the Large
Company Growth Fund, the Growth Opportunities Fund, the Gulf South Growth Fund
and the International Equity Index Fund (ten series of The One Group Family of
Mutual Funds), including the schedules of portfolio investments, as of June 30,
1997, and the related statements of operations, statements of changes in net
assets and the financial highlights for each period presented except as noted in
the next paragraph. These financial statements and financial highlights are the
responsibility of The One Group Family of Mutual Funds' management. Our
responsibility is to express an opinion on these financial statements and the
financial highlights based on our audits.

The Large Company Growth Fund's financial highlights for the year ended June 30,
1993 were audited by other auditors, whose report dated August 25, 1993
expressed an unqualified opinion on the financial highlights. The Value Growth
Fund's statement of changes in net asset for the year ended November 30, 1995
and the financial highlights for each of the four years in the period ended
November 30, 1995 were audited by other auditors, whose report dated January 19,
1996 expressed an unqualified opinion on those financial statements and
financial highlights. The Gulf South Growth Fund's statement of changes in net
assets for the year ended November 30, 1995 and the financial highlights for
each of the four years in the period ended November 30, 1995 were audited by
other auditors, whose report dated January 19, 1996 expressed an unqualified
opinion on those financial statements and 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 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, 1997 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, except as noted in the second paragraph present fairly, in all material
respects, the financial position of the Asset Allocation Fund, the Income Equity
Fund, the Equity Index Fund, the Value Growth Fund, the Large Company Value
Fund, the Disciplined Value Fund, the Large Company Growth Fund, the Growth
Opportunities Fund, the Gulf South Growth Fund and the International Equity
Index Fund as of June 30, 1997, the results of their operations, the changes in
their net assets and the financial highlights for the periods indicated herein,
in conformity with generally accepted accounting principles.

Columbus, Ohio                                          Coopers & Lybrand L.L.P.
August 22, 1997

126

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Ultra Short-Term Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
ASSET BACKED SECURITIES (6.7%):
 $ 4,053     NAL, Series 96-4, 6.90%,
               12/15/00(b)......................   $  4,030
     810     Case Equipment Loan Trust, Series
               1996-B, A2, 6.25%,
               9/15/03..........................        814
   5,000     MBNA Master Credit Card Trust,
               Series 1997-E, Class B, 6.10%,
               9/15/04*.........................      4,984
                                                   --------
Total Asset Backed Securities                         9,828
                                                   --------
COMMERCIAL PAPER (7.3%):
   5,600     Columbus Southern Power, 5.80%,
               7/14/97..........................      5,588
   5,100     Comdisco, 5.85%, 7/23/97...........      5,082
                                                   --------
Total Commercial Paper                               10,670
                                                   --------
CORPORATE BONDS (0.7%):
                     Yankee & Eurodollar (0.7%):
   1,000     United Mexican States, 7.88%,
               8/6/01*..........................      1,001
                                                   --------
Total Corporate Bonds                                 1,001
                                                   --------
OTHER MORTGAGE BACKED SECURITIES (12.1%):
     983     BHN, Series 1997-1, Class A1,
               7.14%, 3/25/11*..................        984
   1,570     Chemical Mortgage Acceptance Corp.,
               1988-2, Class A, 7.52%,
               5/25/18*.........................      1,615
   3,263     Glendale Federal Bank, Series
               1990-1, Class A, 7.33%,
               10/25/29*........................      3,335
   3,241     Morgan Stanley Capital Issue,
               Series 97-C1, Class A2, 6.08%,
               8/15/06*.........................      3,239
   2,000     Nomura Mortgage Capital Corp.,
               Series 1990-1 H, 7.00%,
               6/17/20..........................      2,010
   1,000     Prudential Home Mortgage
               Securities, Series 1992-45, Class
               A4, 6.50%, 1/25/00...............      1,002
     461     Ryland Mortgage Securities Corp.,
               Series 1991-7, Class A1, 6.84%,
               6/25/21*.........................        461
   1,752     Sears Mortgage Securities Corp.
               Services, Series 1992-18, Class
               A3, 7.69%, 9/25/22*..............      1,787
   2,000     Structured Asset Securities Corp.,
               Series 1996-C1, Class C, 5.97%,
               11/15/26, 144A...................      2,000
   1,284     Structured Asset Securities Corp.,
               Series 97-1, 6.76%, 2/25/27*.....      1,298
                                                   --------
Total Other Mortgage Backed Securities               17,731
                                                   --------
U.S. GOVERNMENT AGENCY MORTGAGES (72.9%):
Federal Home Loan Mortgage Corp. (14.1%):
   2,820     6.00%, 10/1/00, Gold Pool
               #G50424..........................      2,791
   1,050     7.50%, 7/15/16, CMO, Series 1106,
               Class E..........................      1,069

<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
U.S. GOVERNMENT AGENCY MORTGAGES, CONTINUED:
Federal Home Loan Mortgage Corp., continued:
 $ 2,589     7.87%, 5/1/18, Pool #840160, 1 Year
               CMT ARM(b)*......................   $  2,710
     572     6.74%, 12/1/21, Pool #645083, 1
               Year CMT ARM*....................        580
   4,894     6.20%, 12/15/23, Series 1637 LG,
               CMO*.............................      4,811
   3,142     9.00%, 9/1/25, Gold #C00387........      3,333
   5,406     6.45%, 6/1/26, Pool #785586, 1 Year
               CMT ARM(b)*......................      5,366
                                                   --------
                                                     20,660
                                                   --------
Federal National Mortgage Assoc. (45.1%):
     725     7.00%, 3/25/98, Series 1993-112 EA,
               CMO..............................        725
     399     6.50%, 11/1/03, Pool #44174........        399
   1,119     6.63%, 3/1/17, Pool #47109, 1 Year
               CMT ARM*.........................      1,137
   1,843     7.30%, 5/1/18, Pool #075505,
               6 Month T-Bill ARM*..............      1,900
     554     6.74%, 6/1/18, Pool #70793, 6 Month
               T-Bill ARM.......................        573
   2,491     7.50%, 1/1/20, Pool #90031, 1 Year
               CMT ARM*.........................      2,588
   1,828     6.25%, 1/25/20, Series 1993-102G,
               CMO..............................      1,797
   6,486     7.55%, 7/1/20, Pool #133558, 1 Year
               CMT ARM*(b)......................      6,736
   3,198     7.31%, 12/1/20, Pool #116590, 1
               Year CMT ARM*....................      3,308
   3,457     6.51%, 12/25/20, Series 1990-145,
               Class A, CMO(b)..................      3,460
   1,857     7.31%, 4/1/21, Pool #70983, 1 Year
               CMT ARM*.........................      1,928
   1,424     9.00%, 8/1/21, Pool #348983........      1,487
   1,197     7.95%, 11/1/21, Pool #124510, 1
               Year CMT ARM*....................      1,258
     472     8.00%, 11/1/22, Pool #193013, 1
               Year CMT ARM*....................        489
   3,159     7.14%, 3/1/23, Pool #202670,
               6 Month CD ARM*..................      3,298
   1,876     7.61%, 11/1/23, Pool #241828,
               6 Month CD ARM*..................      1,977
     651     8.50%, 7/1/24, Pool #342036........        676
   1,563     8.50%, 10/1/24, Pool #345876.......      1,623
   1,812     9.00%, 4/1/25, Pool #370122........      1,894
   3,567     6.22%, 7/1/25, Pool #326092, 1 Year
               CMT ARM*.........................      3,683
   2,087     9.00%, 8/1/25, Pool #361354........      2,181
   3,273     5.73% 11/1/26, Pool #363030, 1 Year
               CMT ARM*.........................      3,343
      57     6.00%, 2/20/27, Pool #80045........         57
</TABLE>

Continued

16

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Ultra Short-Term Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
U.S. GOVERNMENT AGENCY MORTGAGES, CONTINUED:
Federal National Mortgage Assoc., continued:
 $ 4,761     6.32%, 3/18/27, Series 1997-7 FB,
               CMO*.............................   $  4,777
   4,810     7.24%, 7/1/27, Pool #70179, 1 Year
               CMT ARM*.........................      4,984
   4,828     6.01%, 3/15/27, Pool #67694, COFI
               ARM*.............................      4,773
   5,139     7.63%, 1/1/31, Pool #124945, 1 Year
               CMT ARM*(b)......................      5,390
                                                   --------
                                                     66,441
                                                   --------
Government National Mortgage Assoc. (13.7%):
   2,461     9.00% 11/15/24, Pool #780029.......      2,641
   3,263     6.50%, 7/20/26, Pool #8927, 1 Year
               CMT ARM*.........................      3,341

<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
U.S. GOVERNMENT AGENCY MORTGAGES, CONTINUED:
 Government National Mortgage Assoc., continued:
 $ 5,000     6.50%, 1 Year CMT ARM, TBA.........   $  5,058
   9,000     6.00%, 1 Year CMT ARM, TBA.........      9,011
                                                   --------
                                                     20,051
                                                   --------
   Total U.S. Government Agency Mortgages           107,152
                                                   --------
REPURCHASE AGREEMENTS (11.8%):
  17,390     Prudential Securities, 6.05%, due
               7/1/97 (collateralized by $17,802
               various U.S. Government
               Securities,
               5.75%-6.00%, 6/30/99-10/31/00,
               market value $17,738)............     17,390
                                                   --------
    Total Repurchase Agreements                      17,390
                                                   --------
Total (Cost--$163,219) (a)                         $163,772
                                                   ========
</TABLE>

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

Percentages indicated are based on net assets of $146,874.
(a) Represents cost for federal income tax purposes and differs from value by
    net unrealized appreciation of securities as follows
    (amounts in thousands):

<TABLE>
                  <S>                                                                         <C>
                  Unrealized appreciation..................................................   $  700
                  Unrealized depreciation..................................................     (147)
                                                                                              ------
                  Net unrealized appreciation..............................................   $  553
                                                                                              ======
</TABLE>

(b) Serves as collateral for futures contracts.

* Variable rate securities having liquidity sources through bank letters of
  credit or other cards and/or liquidity agreements. The interest rate, which
  will change periodically, is based upon bank prime rates or an index of market
  rates. The rate reflected on the Schedule of Portfolio Investments is the rate
  in effect at June 30, 1997.

At June 30, 1997, the Portfolio's open futures contracts were as follows:

<TABLE>
<CAPTION>
                                                                                 CURRENT
                                                                     OPENING     MARKET
                    # OF                                            POSITIONS     VALUE
                  CONTRACTS              CONTRACT TYPE                (000)       (000)
                  ---------    ----------------------------------   ---------    -------
                  <C>          <S>                                  <C>          <C>
                               SHORT CONTRACTS
                    35         U.S. 5 Year Note September, 1997      $ 3,704      $3,706
                    80         U.S. 2 Year Note September, 1997       16,458      16,481
                                                                    ---------    -------
                                                                     $20,162     $20,187
                                                                    ========     =======
</TABLE>

ARM  Adjustable Rate Mortgage
CD  Certificate of Deposit
CMO  Collateralized Mortgage Obligation
CMT  Collateralized Mortgage Trust
COFI  Cost of Funds Index
TBA  To be announced

See notes to financial statements.

                                                                              17

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Limited Volatility Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
ASSET BACKED SECURITIES (17.6%):
 $ 3,749     Bay View Auto Trust, Series 97-RA1,
               Class A1, 6.29%, 12/15/01........   $  3,751
   9,171     Case Equipment Loan Trust, 96-A,
               Class A2, 5.50%, 2/15/03.........      9,109
   1,262     CIT Group Securitization Corp.,
               Series 1995-1, Class A1, 7.70%,
               8/15/20..........................      1,276
   4,986     Consumer Portfolio Services, Series
               1997-2 A, 6.65%,
               10/15/02.........................      5,003
   4,332     Countrywide Asset-Backed
               Certificate, 6.53%, 2/25/14......      4,331
   6,938     DVI Equipment Receivables Trust,
               Series 1997-A, Class A, 6.45%,
               1/15/04..........................      6,944
   2,887     EQCC Home Equity Loan Trust,
               1996-3, Class A3, 6.20%,
               7/15/05..........................      2,892
   7,889     Fifth Third Auto Grantor Trust,
               1996-A, Class A, 6.20%,
               9/15/01..........................      7,916
   6,490     Fifth Third Auto Grantor Trust,
               1996-B, Class A, 6.45% 3/15/02...      6,535
   5,000     Ford Motor Credit Auto Loan Master,
               1995-1, Class A, 6.50%,
               8/15/02..........................      4,997
   6,500     Metris Mastertrust, 7.11%,
               10/1/05..........................      6,547
   4,053     NAL, Series 96-4, 6.90%,
               12/15/00.........................      4,030
   7,000     National Premier Funding, Series
               1995-6, 7.00%, 6/1/99............      7,024
   5,225     Navistar Financial Corp Owner
               Trust, 1996-B, Class A2, 5.93%,
               11/20/99.........................      5,234
  14,280     Newcourt Receivables Trust, 1996-3,
               Class A, 6.24%, 12/20/04.........     14,254
  11,375     Olympic Automobile Receivables
               Trust, 1996-D, Class A2, 5.75%,
               4/15/00..........................     11,365
   1,810     Union Federal Savings Bank Trust,
               Series 1993-C, 4.88%, 2/15/00....      1,797
     969     Union Federal Savings Bank Trust,
               Series 1994 A A, 5.08%,
               5/15/00..........................        964
                                                   --------
  Total Asset Backed Securities                     103,969
                                                   --------
CORPORATE BONDS (12.5%):
Banking (0.8%):
   5,000     Shinhan Bank, 7.25%, 6/26/02,
               144A.............................      4,971
                                                   --------
Banking, Finance & Insurance (8.5%):
   3,000     Avco Financial Services, 7.25%,
               7/15/99..........................      3,056
   7,000     Ford Motor Credit Corp., 8.38%,
               1/15/00..........................      7,306
   7,000     Goldman Sachs Group, 7.80%,
               7/15/02, 144A....................      7,280
  10,000     Greenwich Capital, 7.04%, 12/13/99,
               Private Placement................      9,983

<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
CORPORATE BONDS, CONTINUED:
Banking, Finance & Insurance, continued:
 $ 4,500     Lehman Brothers Holdings, Inc.,
               8.88%, 11/1/98...................   $  4,651
   5,000     Lehman Brothers, Inc., 7.63%,
               8/1/98...........................      5,076
   3,000     Lehman Brothers, Inc., 10.00%,
               5/15/99..........................      3,184
   4,000     Lehman Brothers, Inc., 9.88%,
               10/15/00.........................      4,355
   5,000     Visa International, 6.72%, 2/4/02,
               144A.............................      4,970
                                                   --------
                                                     49,861
                                                   --------
Industrial Goods & Services (3.2%):
   2,000     Columbia Pictures Entertainment,
               Inc., 9.88%, 2/1/98..............      2,036
   5,000     General Motors Corp., 9.63%,
               12/1/00..........................      5,450
   1,000     IBM, 6.38%, 11/1/97................      1,002
   5,000     Sears Robuck Co., 6.69%, 8/13/01...      4,981
   5,000     SK Telecom, 7.75%, 4/29/04.........      5,088
                                                   --------
                                                     18,557
                                                   --------
Total Corporate Bonds                                73,389
                                                   --------
OTHER MORTGAGE BACKED SECURITIES (2.6%):
   5,150     Evans Withycombe Finance Trust,
               Series 1, Class A1, 7.98%,
               8/1/01...........................      5,364
   5,000     Nomura Mortgage Capital Corp.,
               Series 90-1, Class H, 7.00%,
               6/17/20..........................      5,025
   4,745     Prudential Home Mortgage
               Securities, Series 93-17, Class
               A1, 6.50%,
               5/25/00..........................      4,693
                                                   --------
 Total Other Mortgage Backed Securities              15,082
                                                   --------
U.S. GOVERNMENT AGENCY MORTGAGES (37.6%):
Federal Home Loan Mortgage Corp. (16.4%):
   2,043     6.50%, 1/1/01, Pool #M8038.........      2,019
  10,090     6.50%, 5/1/02, Pool #G50444........     10,056
     386     9.00%, 12/1/05, Pool #G00005.......        402
     377     9.00%, 1/1/06, Pool #G00012........        392
     739     8.00%, 10/1/06, Pool #G00052.......        760
   2,354     7.00%, 3/1/07, Pool #G34594........      2,352
   2,885     7.50%, 4/1/07, Pool #G00084........      2,930
   2,139     7.00%, 4/1/07, Pool #G00087........      2,137
   3,511     7.50%, 11/1/07, Pool #E00165.......      3,564
   5,166     8.50%, 2/1/08, Gold Pool #10133....      5,344
   2,292     7.00%, 12/1/08, Pool #E20065.......      2,299
   2,736     8.00%, 1/1/10, Pool #G00355........      2,814
   8,058     8.00%, 2/1/10, Pool #G10328........      8,290
  10,028     7.00%, 10/1/10, Gold Pool
               #E61709..........................     10,075
  13,727     7.00%, 5/1/11, Pool #E20241........     13,732
  10,000     5.25%, 9/15/15, REMIC/CMO, Series
               1638, Class BC...................      9,904
</TABLE>

Continued

18

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Limited Volatility Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
U.S. GOVERNMENT AGENCY MORTGAGES, CONTINUED:
Federal Home Loan Mortgage Corp., continued:
 $13,209     8.25%, 12/15/16, REMIC/CMO, Series
               1770, Class PD...................   $ 13,604
   1,524     7.25%, 4/15/18, Series 1254 F,
               CMO..............................      1,523
   4,834     6.68%, 10/1/26, Pool #785652.......      4,907
                                                   --------
                                                     97,104
                                                   --------
Federal National Mortgage Assoc. (12.7%):
  10,000     5.64%, 2/20/01, Callable 2/20/98
               @100.............................      9,737
  15,659     7.00%, 7/17/05, Series 97-26 Gd....     15,801
     228     9.00%, 9/1/05, Pool #50340.........        238
  22,178     6.60%, 10/18/05, 97-26 B...........     22,053
     235     9.00%, 11/1/05, Pool #50361........        245
     258     8.50%, 4/1/06, Pool #116875........        267
   7,593     7.00%, 6/1/10, Pool #315928........      7,621
   6,639     6.50%, 9/1/10, Pool #325479........      6,535
   5,228     6.50%, 10/1/10, Pool #250377.......      5,146
   3,310     7.00%, 11/1/10, Pool #250387.......      3,323
   4,044     7.50%, 2/1/11, Pool #303755........      4,105
     173     6.00%, 9/25/18, REMIC/CMO, Series
               1989-94, Class E.................        172
                                                   --------
                                                     75,243
                                                   --------
Government National Mortgage Assoc. (3.6%):
       4     8.00%, 2/15/02, Pool #192917.......          4
      22     8.00%, 3/15/02, Pool #209172.......         23
       5     9.00%, 6/15/02, Pool #229311.......          5
      79     9.00%, 10/15/02, Pool #229569......         83
      16     8.00%, 6/15/05, Pool #28827........         16
      12     9.00%, 9/15/05, Pool #292569.......         13
      69     9.00%, 10/15/05, Pool #292589......         72
      16     8.00%, 5/15/06, Pool #303851.......         17
       7     8.00%, 7/15/06, Pool #307231.......          7
      46     8.00%, 8/15/06, Pool #311166.......         48
      41     8.00%, 9/15/06, Pool #311301.......         42
     338     8.00%, 10/15/06, Pool #316915......        349
     436     8.00%, 11/15/06, Pool #312210......        450
     154     8.00%, 11/15/06, Pool #316671......        159
      94     8.00%, 11/15/06, Pool #315078......         97
      44     8.00%, 11/15/06, Pool #311131......         46
     296     8.00%, 11/15/06, Pool #313528......        305
     207     8.00%, 12/15/06, Pool #311384......        214
     170     8.00%, 1/15/07, Pool #317663.......        175
     362     8.00%, 2/15/07, Pool #316086.......        374
      76     8.00%, 3/15/07, Pool #178684.......         79
     200     8.00%, 3/15/07, Pool #318825.......        207
     180     8.00%, 4/15/07, Pool #316441.......        186
  13,068     6.00%, 11/20/25, Pool #8746 ARM*...     13,363
   4,516     7.00%, 1/20/26, Pool #8790.........      4,621
                                                   --------
                                                     20,955
                                                   --------

<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
U.S. GOVERNMENT AGENCY MORTGAGES, CONTINUED:
U.S. Government Agencies (4.9%):
 $ 4,000     Student Loan Marketing Association,
               6.34%, 8/12/99, Callable 8/12/97
               @100.............................   $  3,997
   4,000     Student Loan Marketing Association,
               6.29%, 10/20/99..................      3,995
  20,000     Tennessee Valley Authority, 8.38%,
               10/1/99 (b)......................     20,875
                                                   --------
                                                     28,867
                                                   --------
Total U.S. Government Agency Mortgages              222,169
                                                   --------
U.S. GOVERNMENT AGENCY SECURITIES (14.2%):
Federal Farm Credit Bank (0.3%):
   1,735     5.31%, 5/26/98.....................      1,728
                                                   --------
Federal Home Loan Bank (6.4%):
   4,000     6.60%, 4/13/99.....................      4,033
  17,000     5.58%, 2/23/01 (b).................     16,514
  10,000     7.78%, 10/19/01....................     10,468
   6,672     7.02%, 10/1/26, Pool #785674 ARM*..      6,801
                                                   --------
                                                     37,816
                                                   --------
Federal National Mortgage Assoc. (7.5%):
   3,000     8.20%, 3/10/98.....................      3,047
   2,000     5.30%, 3/11/98.....................      1,995
   3,600     6.90%, 3/27/98.....................      3,629
   4,000     5.35%, 4/1/98......................      3,988
  22,000     5.72%, 3/8/01 (b)..................     21,471
  10,000     6.16%, 3/29/01.....................      9,894
                                                   --------
                                                     44,024
                                                   --------
Total U.S. Government Agency Securities              83,568
                                                   --------
U.S. TREASURY OBLIGATIONS (13.1%):
U.S. Treasury Notes (3.5%):
   5,000     7.75%, 1/31/00 (b).................      5,183
   3,500     8.50%, 2/15/00.....................      3,690
   1,000     8.88%, 5/15/00 (b).................      1,069
   3,000     6.25%, 5/31/00 (b).................      3,002
   2,500     6.13%, 9/30/00.....................      2,490
   5,000     6.63%, 6/30/01 (b).................      5,049
                                                   --------
                                                     20,483
                                                   --------
U.S. Treasury Strips (9.6%):
   7,000     2/15/99............................      6,360
  10,000     2/15/00 (b)........................      8,520
  25,000     11/15/01 (b).......................     18,988
  15,000     11/15/01 (b).......................     11,413
  18,000     11/15/04...........................     11,184
                                                   --------
                                                     56,465
                                                   --------
Total U.S. Treasury Obligations                      76,948
                                                   --------
</TABLE>

Continued

                                                         19

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Limited Volatility Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
YANKEE & EURODOLLAR (0.9%):
 $ 5,000     Peoples Republic of China, 7.38%,
               7/3/01...........................   $  5,088
                                                   --------
 Total Yankee & Eurodollar                            5,088
                                                   --------
REPURCHASE AGREEMENTS (1.0%):
   5,742     Prudential Securities, 6.05%, due
               7/1/97 (collateralized by $5,885
               U.S. Treasury Notes, 5.75%,
               10/31/00, market value $5,857)...      5,742
                                                   --------
 Total Repurchase Agreements                          5,742
                                                   --------
Total (Cost--$581,508) (a)                         $585,955
                                                   ========
</TABLE>

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

Percentages indicated are based on net assets of $588,954.

(a) Represents cost for federal income tax purposes and differs from value by
    net unrealized appreciation of securities as follows (amounts in thousands):

<TABLE>
                  <S>                                                                         <C>
                  Unrealized appreciation..................................................   $5,275
                  Unrealized depreciation..................................................     (828)
                                                                                              ------
                  Net unrealized appreciation..............................................   $4,447
                                                                                              ======
</TABLE>

(b) A portion of this security was loaned as of June 30, 1997.

* Variable rate securities having liquidity sources through bank letters of
  credit or other cards and/or liquidity agreements. The interest rate, which
  will change periodically, is based upon bank prime rates or an index of market
  rates. The rate reflected on the Schedule of Portfolio Investments is the rate
  in effect at June 30, 1997.

<TABLE>
<S>    <C>
ARM    Adjustable Rate Mortgage
CMO    Collateralized Mortgage Obligation
REMIC  Real Estate Mortgage Investment Conduit
</TABLE>

See notes to financial statements.

20

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Intermediate Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
ASSET BACKED SECURITIES (8.4%):
 $ 2,081     Advanta Mortgage Loan Trust, Series
               1994-4, Class A1, 8.55%,
               11/25/12.........................   $  2,105
   3,636     Aircraft Lease Portfolio
               Securitization Ltd., Series 94-1,
               Class A2, 7.15%, 9/15/04.........      3,683
   1,968     BHN, Series 1997-1, Class A2,
               7.92%, 7/25/09...................      1,984
   2,887     EQCC Home Equity Loan Trust,
               1996-3, Class A3, 6.20%,
               7/15/05..........................      2,892
   6,000     EQCC Home Equity Loan Trust, Series
               1996-4, Class A6, 6.88%,
               7/15/14..........................      5,980
   4,000     Ford Motor Credit Auto Loan Master,
               1995-1, Class A, 6.50%,
               8/15/02..........................      3,998
   4,000     NAL 97-2, Class A, 7.75%,
               12/15/02.........................      3,996
   6,080     NAL, Series 96-4, 6.90%,
               12/15/00.........................      6,045
   4,000     Team Fleet Financing Corp., Series
               97-1, Class A, 7.35%, 5/15/03....      4,058
   1,115     UCFC Home Equity Loan, Series
               1994-A, Class A2, 5.53%,
               5/10/09..........................      1,113
   3,741     Union Acceptance Corp., Series
               1995-D, 6.03%, 1/7/03............      3,738
     801     Union Federal Savings Bank Trust,
               6.43%, 7/10/00...................        803
   6,000     World Financial Network Credit
               Card, Series 96-1, Class A,
               6.70%, 2/15/04...................      6,033
                                                   --------
Total Asset Backed Securities                        46,428
                                                   --------
COMMERCIAL PAPER (1.8%):
Banking, Finance & Insurance (1.8%):
  10,000     Nissan Capital America, 5.81%,
               7/21/97..........................      9,966
                                                   --------
Total Commercial Paper                                9,966
                                                   --------
CORPORATE BONDS (17.7%):
            Banking, Finance & Insurance (8.1%):
   5,000     Bankers' Trust, 7.25%, 1/15/03.....      5,063
   3,000     First Hawaiian, Inc., 6.25%,
               8/15/00..........................      2,963
   1,000     Ford Motor Credit Corp., 6.63%,
               6/30/03..........................        990
  10,000     Goldman Sachs Group, 6.38%,
               6/15/00..........................      9,923
   5,000     Greenwich Capital, 7.04%, 12/13/99,
               Private Placement................      4,991
   5,000     Lehman Brothers Holdings, 8.88%,
               3/1/02...........................      5,363
   3,000     Lehman Brothers Holdings, Inc.,
               7.25%, 4/15/03...................      3,019
   3,000     Lehman Brothers, Inc., 9.88%,
               10/15/00.........................      3,266

<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
CORPORATE BONDS, CONTINUED:
 $ 4,000     Liberty Mutual Insurance, 8.20%,
               5/4/07...........................   $  4,235
   5,000     Metropolitan Life, 7.70%,
               11/1/15..........................      4,975
                                                   --------
                                                     44,788
                                                   --------
Industrial Goods & Services (2.7%):
   2,000     Dayton Hudson Corp., 7.50%,
               3/1/99...........................      2,038
   5,000     Excel Paralubes Funding, 7.13%,
               11/1/11..........................      4,974
   2,419     Kern River Fund, 6.42%,
               3/31/01 (b)......................      2,390
   2,000     Limited, Inc., 8.88%, 8/15/99......      2,085
     600     Lockheed Martin Corp., 9.38%,
               10/15/99.........................        638
   2,500     Union Oil Co., 7.24%, 4/1/99.......      2,541
                                                   --------
                                                     14,666
                                                   --------
Real Estate (1.3%):
   2,000     Colonial Realty Properties, 7.50%,
               7/15/01..........................      2,018
   5,000     Meditrust, 7.60%, 7/15/01..........      5,050
                                                   --------
                                                      7,068
                                                   --------
Utilities (0.5%):
   3,000     D.R. Investments, 7.10%, 5/15/02...      3,023
                                                   --------
Yankee & Eurodollar (5.1%):
   2,000     Dao Heng Bank, 7.75%, 1/24/07,
               144A.............................      2,005
   2,000     Hanson Overseas, 6.75%, 9/15/05....      1,958
   5,000     Kingdom of Thailand, 7.75%,
               4/15/07 (b)......................      5,113
     500     Nippon Telephone & Telegraph,
               9.50%, 7/27/98...................        518
   4,000     Peoples Republic of China, 6.63%,
               1/15/03 (b)......................      3,920
   3,000     Ras Laffan Gas, 7.63%, 9/15/06,
               144A.............................      3,056
   5,000     Samsung Electronics, 8.50%,
               11/1/02..........................      5,275
   6,000     United Mexican States, 7.88%,
               8/6/01*..........................      6,006
                                                   --------
                                                     27,851
                                                   --------
Total Corporate Bonds                                97,396
                                                   --------
OTHER MORTGAGE BACKED SECURITIES (5.5%):
   4,000     Equitable, Series 174, Class A1,
               7.24%, 5/15/06, Private
               Placement........................      4,076
   3,413     Independent National Mortgage
               Corp., Series 1995-S, Class A1,
               7.10%, 1/15/26...................      3,416
   2,000     J.P. Morgan & Co., Inc., Series
               1997, Class C4, 7.47%,
               12/26/28.........................      2,043
</TABLE>

Continued

                                                         21

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Intermediate Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
OTHER MORTGAGE BACKED SECURITIES, CONTINUED:
 $ 6,000     Kidder Peabody Acceptance Corp.,
               Series 1994-C2, Class A, 7.18%,
               10/1/05..........................   $  6,096
   2,000     Merrill Lynch Mortgage, Series
               1996-C2, Class B, 6.96%,
               11/21/28.........................      1,976
      58     Morgan Stanley Mortgage Trust,
               Series Y, Class 3, 8.95%,
               3/1/16...........................         59
   4,000     Mortgage Capital Funding Inc.,
               Series 1996-MC2, Class A3, 7.08%,
               9/20/06..........................      3,986
   3,601     Prudential Home Mortgage
               Securities, 6.50%, 5/25/00.......      3,561
   5,250     Wells Fargo Capital Markets, Series
               96-1, Class A1, 6.56%,
               12/29/05.........................      5,171
                                                   --------
   Total Other Mortgage Backed Securities            30,384
                                                   --------
U.S. GOVERNMENT AGENCY MORTGAGES (35.5%):
Federal Home Loan Mortgage Corp. (12.0%):
   2,000     7.00%, 6/15/06, Series #1457-PH,
               CMO..............................      1,977
      62     8.00%, 4/1/07, Pool #160022........         64
   1,016     7.50%, 8/1/08, Gold Pool #G10117...      1,032
   9,063     6.00%, 12/15/08, Series 1624,
               CMO..............................      8,233
   2,141     8.50%, 1/1/10, Gold Pool #E00356...      2,215
   4,390     8.50%, 1/1/10, Gold Pool #G10305...      4,541
     248     7.00%, 8/1/10, Gold Pool #E20187...        249
   3,877     7.00%, 9/1/10, Gold Pool #E00393...      3,889
   3,695     7.50%, 7/1/11, Gold Pool #E20253...      3,752
     305     7.25%, 4/15/18, Series 1254 F,
               CMO..............................        305
   8,000     8.00%, 2/15/20, Gold Series
               #1770-PE, CMO....................      8,253
   3,000     6.00%, 4/15/20, Series #1534-F,
               CMO..............................      2,918
     690     8.00%, 7/1/20, Gold Pool #A01047...        714
   3,000     6.50%, 10/15/21, Series #1590-GA,
               CMO..............................      2,937
      32     7.00%, 4/1/22, Pool #D17544........         32
   2,987     8.00%, 8/1/24, Pool #G00245........      3,068
   2,872     8.00%, 11/1/24, Gold Pool
               #C00376..........................      2,950
   4,270     7.50%, 8/1/25, Gold Pool #C00414...      4,294
   3,803     7.00%, 4/1/26, Pool #C00452........      3,739
   4,184     6.98%, 7/1/26, Pool #785618........      4,171
   7,038     7.50%, 1/15/27, Series 1927, CMO...      7,046
                                                   --------
                                                     66,379
                                                   --------
Federal National Mortgage Assoc. (8.3%):
      13     6.50%, 12/1/02, Pool #6345.........         13
   1,849     8.00%, 9/25/04, Series 1991-155G...      1,890
   2,000     6.75%, 12/25/04, Series 1993-6C,
               CMO..............................      2,003
     767     7.00%, 1/1/07, Pool #145771........        765

<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
U.S. GOVERNMENT AGENCY MORTGAGES, CONTINUED:
Federal National Mortgage Assoc., continued:
 $   424     7.50%, 11/1/09, Pool #158..........   $    428
   2,863     7.00%, 6/1/10, Pool #312903........      2,874
   4,710     6.50%, 12/1/10, Pool #322598.......      4,623
   1,866     6.50%, 4/1/11, Pool #337903........      1,832
     270     7.50%, 5/1/14, Pool #57930.........        274
     156     7.00%, 4/1/17, Pool #44696.........        155
     680     7.95%, 8/25/19, Series 1990-14,
               CMO..............................        691
     117     8.00%, 3/1/21, Pool #70825.........        121
   3,331     7.50%, 11/1/22, Pool #189190.......      3,351
   2,303     8.00%, 5/1/24, Pool #250066........      2,363
   4,683     8.50%, 7/1/24, Pool #250103........      4,876
   2,872     7.50%, 10/1/24, Pool #303031.......      2,889
   1,140     8.50%, 5/1/25, Pool #308499........      1,186
     893     7.50%, 5/1/25, Pool #311810........        897
     337     7.50%, 5/1/25, Pool #293928........        338
   1,679     8.50%, 6/1/25, Pool #315277........      1,746
   3,568     7.00%, 7/1/25, Pool #312931........      3,506
   3,574     7.00%, 7/1/25, Pool #290387........      3,512
   5,412     7.13%, 6/1/26, Pool #341503........      5,473
                                                   --------
                                                     45,806
                                                   --------
Government National Mortgage Assoc. (15.2%):
       2     10.50%, 2/15/98, Pool #59539.......          2
       4     10.50%, 7/15/98, Pool #069629......          4
       8     11.00%, 9/15/98, Pool #101670......          8
       1     10.50%, 9/15/98, Pool #103573......          1
       9     11.00%, 6/15/99, Pool #110948......          9
       6     11.00%, 3/15/00, Pool #123750......          6
       7     10.00%, 12/15/00, Pool #136214.....          7
      59     10.00%, 1/15/01, Pool #145167......         63
      58     10.00%, 1/15/01, Pool #145328......         61
      19     9.00%, 6/15/01, Pool #166985.......         20
       6     9.00%, 6/15/01, Pool #161443.......          6
       2     9.00%, 6/15/01, Pool #164431.......          2
       6     8.50%, 6/15/01, Pool #162447.......          6
      56     8.50%, 6/15/01, Pool #137056.......         58
      14     9.00%, 7/15/01, Pool #155822.......         15
      52     9.00%, 8/15/01, Pool #173460.......         55
      68     8.50%, 8/15/01, Pool #164207.......         71
       8     9.00%, 9/15/01, Pool #177121.......          8
       5     9.00%, 10/15/01, Pool #177634......          5
      82     9.00%, 10/15/01, Pool #179852......         85
       8     9.00%, 10/15/01, Pool #185596......          9
      11     9.00%, 11/15/01, Pool #174365......         12
     101     9.00%, 11/15/01, Pool #191819......        106
       4     8.50%, 11/15/01, Pool #183462......          4
      53     8.50%, 12/15/01, Pool #199182......         55
      49     8.50%, 12/15/01, Pool #199837......         51
      13     8.50%, 12/15/01, Pool #182959......         13
      13     9.00%, 1/15/02, Pool #205001.......         14
      76     8.00%, 3/15/02, Pool #205933.......         78
</TABLE>

Continued

22

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Intermediate Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
U.S. GOVERNMENT AGENCY MORTGAGES, CONTINUED:
 Government National Mortgage Assoc., continued:
 $    57     8.00%, 3/15/02, Pool #210065.......   $     59
      60     8.50%, 5/15/02, Pool #213776.......         62
      70     8.00%, 5/15/02, Pool #180296.......         72
      38     8.00%, 5/15/02, Pool #203042.......         39
      46     9.00%, 8/15/02, Pool #232424.......         48
      74     9.00%, 10/15/02, Pool #246307......         78
      12     9.00%, 11/15/02, Pool #235553......         12
       8     9.00%, 6/15/03, Pool #247863.......          9
      48     8.50%, 9/15/04, Pool #274390.......         49
     100     9.00%, 10/15/04, Pool #281655......        105
      69     9.00%, 10/15/04, Pool #229506......         72
      64     8.50%, 10/15/04, Pool #277469......         66
     101     8.50%, 11/15/04, Pool #253471......        105
      89     9.00%, 5/15/05, Pool #288771.......         94
      34     9.00%, 6/15/05, Pool #283904.......         35
     126     9.00%, 8/15/05, Pool #297031.......        132
      68     9.50%, 10/15/05, Pool #291846......         72
      15     9.00%, 10/15/05, Pool #292589......         16
      52     9.00%, 11/15/05, Pool #299161......         54
      87     9.00%, 11/15/05, Pool #292610......         91
      72     9.00%, 12/15/05, Pool #299569......         76
      93     8.50%, 4/15/06, Pool #307487.......         97
      31     8.00%, 10/15/06, Pool #11503.......         32
      90     8.00%, 1/15/07, Pool #14709........         93
      28     7.50%, 4/15/07, Pool #16991........         28
     270     7.50%, 5/15/07, Pool #329528.......        276
      78     7.50%, 7/15/07, Pool #17316........         79
      22     9.00%, 1/15/09, Pool #26076........         24
     129     9.00%, 4/15/09, Pool #30352........        138
      99     8.00%, 5/15/09, Pool #385676.......        103
   4,777     6.50%, 7/15/09, Pool #780316.......      4,739
      25     8.00%, 8/15/09, Pool #372143.......         26
      39     9.50%, 10/15/09, Pool #36582.......         42
     624     8.00%, 10/15/09, Pool #380639......        644
      12     11.00%, 2/15/10, Pool #38993.......         14
   1,527     7.50%, 2/15/12, Pool# 393363.......      1,556
   1,473     7.50%, 3/15/12, Pool #441145.......      1,500
   1,953     7.50%, 3/15/12, Pool #399163.......      1,989
       5     12.00%, 1/15/15, Pool #112920......          6
      78     9.00%, 8/15/16, Pool #164502.......         83
      43     9.50%, 9/15/16, Pool #158201.......         47
      20     9.00%, 9/15/16, Pool #175362.......         21
      23     9.00%, 9/15/16, Pool #168987.......         25
      57     9.00%, 9/15/16, Pool #179044.......         62
      65     9.00%, 12/15/16, Pool #198652......         69
      60     9.50%, 1/15/17, Pool #185619.......         65
     165     8.50%, 1/15/17, Pool #203625.......        174
      39     9.00%, 3/15/17, Pool #180330.......         42
       9     8.50%, 3/15/17, Pool #196700.......         10
     214     8.50%, 5/15/17, Pool #217536.......        226
      10     8.50%, 6/15/17, Pool #188545.......         11


<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
U.S. GOVERNMENT AGENCY MORTGAGES, CONTINUED:
 Government National Mortgage Assoc., continued:
 $ 2,815     8.50%, 11/15/17, Pool #780086......   $  2,936
     195     9.00%, 7/15/18, Pool #226769.......        209
      10     9.50%, 9/15/18, Pool #258627.......         11
      42     9.50%, 12/15/18, Pool #229531......         46
      56     9.50%, 10/15/19, Pool #279630......         61
      77     9.00%, 11/15/19, Pool #279649......         83
     138     9.50%, 2/15/20, Pool #281655.......        150
      49     9.00%, 2/15/20, Pool #286315.......         53
      68     9.50%, 9/15/20, Pool #292918.......         74
      71     9.00%, 7/15/21, Pool #311256.......         75
     217     8.00%, 4/15/22, Pool #325461.......        223
     266     8.00%, 5/15/22, Pool #317346.......        273
     112     8.00%, 5/15/22, Pool #320675.......        115
      16     8.00%, 5/15/22, Pool #317358.......         17
   2,976     8.00%, 7/15/22, Pool #426612.......      3,047
     433     8.00%, 7/15/22, Pool #183670.......        445
     515     7.50%, 8/15/22, Pool #333881.......        519
   1,794     7.00%, 8/15/23, Pool #352108.......      1,771
   7,117     7.00%, 9/15/23, Pool #363030.......      7,026
   2,516     7.00%, 11/15/23, Pool #352022......      2,485
  11,932     7.00%, 2/15/24, Pool #371281.......     11,783
   3,924     9.00% 11/15/24, Pool #780029.......      4,211
   1,942     7.50%, 1/15/26, Pool #416874.......      1,952
   2,226     7.00%, 1/15/26, Pool #421081.......      2,192
   2,592     7.00%, 1/15/26, Pool #420653.......      2,551
   1,949     7.50%, 3/15/26, Pool #422292.......      1,959
   2,886     7.50%, 4/15/26, Pool #426059.......      2,899
   2,893     8.00%, 7/15/26, Pool #428509.......      2,962
   2,966     7.50%, 11/15/26, Pool #442119......      2,978
  10,000     7.50%, 30 Year, TBA................     10,016
   6,054     7.50%, 5/20/27, Pool #2432.........      6,046
                                                   --------
                                                     83,569
                                                   --------
   Total U.S. Government Agency Mortgages           195,754
                                                   --------
U.S. TREASURY OBLIGATIONS (29.5%):
U.S. Treasury Bonds (7.3%):
   3,000     10.75%, 5/15/03....................      3,623
   7,000     8.75%, 11/15/08....................      7,767
   4,000     7.50%, 11/15/16....................      4,276
   3,000     8.75%, 5/15/17 (b).................      3,610
  16,000     8.13%, 8/15/19 (b).................     18,264
   3,000     6.25%, 8/15/23 (b).................      2,779
                                                   --------
                                                     40,319
                                                   --------
 U.S. Treasury Inflation Protected Bonds (2.1%):
  12,133     3.38%, 1/15/07 (b).................     11,845
                                                   --------
U.S. Treasury Notes (19.6%):
   7,000     7.25%, 2/15/98 (b).................      7,065
   5,000     5.13%, 4/30/98 (b).................      4,976
   5,000     8.25%, 7/15/98 (b).................      5,120
   4,000     4.75%, 8/31/98 (b).................      3,950
   2,500     7.13%, 10/15/98....................      2,537
</TABLE>

Continued

                                                         23

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Intermediate Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
U.S. TREASURY OBLIGATIONS, CONTINUED:
U.S. Treasury Notes, continued:
 $ 3,000     8.88%, 11/15/98....................   $  3,113
   1,500     6.88%, 8/31/99.....................      1,523
  11,500     7.50%, 10/31/99 (b)................     11,826
   5,000     7.75%, 1/31/00(b)..................      5,182
   3,000     7.13%, 2/29/00 (b).................      3,066
   5,000     7.75%, 2/15/01 (b).................      5,229
   2,000     7.50%, 11/15/01 (b)................      2,085
  10,000     5.75%, 8/15/03 (b).................      9,660
  11,000     7.25%, 5/15/04 (b).................     11,475
   4,000     7.88%, 11/15/04 (b)................      4,315
   9,000     6.50%, 5/15/05 (b).................      8,983
  12,000     5.88%, 11/15/05 (b)................     11,483
   6,000     8.00%, 8/15/99 (b).................      6,221
                                                   --------
                                                    107,809
                                                   --------

<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
U.S. TREASURY OBLIGATIONS, CONTINUED:
U.S. Treasury Strips (0.5%):
 $ 4,000     2/15/04............................   $  2,622
                                                   --------
   Total U.S. Treasury Obligations                  162,595
                                                   --------
REPURCHASE AGREEMENTS (2.8%):
  15,554     Prudential Securities, 6.05%, due
               7/1/97 (collateralized by $15,942
               U.S. Treasury Note, 5.75%,
               10/31/00, market value
               $15,866).........................     15,554
                                                   --------
   Total Repurchase Agreements                       15,554
                                                   --------
Total (Cost--$555,733) (a)                         $558,077
                                                   ========
</TABLE>

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

Percentages indicated are based on net assets of $551,338.

(a) Represents cost for federal income tax purposes and differs from value by
    net unrealized appreciation of securities as follows
    (amounts in thousands):

<TABLE>
                  <S>                                                                         <C>
                  Unrealized appreciation..................................................   $ 6,175
                  Unrealized depreciation..................................................    (3,831)
                                                                                              -------
                  Net unrealized appreciation..............................................   $ 2,344
                                                                                              =======
</TABLE>

(b) A portion of this security was loaned as of June 30, 1997.

* Variable rate securities having liquidity sources through bank letters of
  credit or other cards and/or liquidity agreements. The interest rate, which
  will change periodically, is based upon bank prime rates or an index of market
  rates. The rate reflected on the Schedule of Portfolio Investments is the rate
  in effect at June 30, 1997.

<TABLE>
<S>  <C>
CMO  Collateralized Mortgage Obligation
TBA  To be announced
</TABLE>

See notes to financial statements.

24

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Government Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<S>          <C>                                   <C>
U.S. GOVERNMENT AGENCY MORTGAGES (79.1%):
Federal Home Loan Mortgage Corp. (30.4%):
 $ 8,953     6.00%, 4/15/01, Gold Balloon,
               Pool #G50347.....................   $  8,793
   7,180     8.00%, 11/1/24, Gold Pool
               #C00376..........................      7,375
   5,649     7.50%, 4/1/09, Gold Pool #E00315...      5,767
  16,500     6.50%, 9/15/09, Series 1838 G,
               CMO..............................     15,958
   4,683     8.50%, 1/1/10, Gold Pool #G10305...      4,844
  10,000     6.50%, 15 Year, Gold...............      9,794
  20,000     6.50%, 7/1/12......................     19,589
     311     9.00%, 10/1/17, Gold Pool
               #A00756..........................        331
     220     9.00%, 4/1/18, Gold Pool #A01143...        234
   1,220     7.25%, 4/15/18, Series 1254 F,
               CMO..............................      1,218
      22     9.00%, 8/1/20, Gold Pool #D38661...         24
      64     9.00%, 10/1/20, Gold Pool
               #A01134..........................         68
      73     9.00%, 1/1/21, Gold Pool #A00948...         77
      59     9.00%, 4/1/21, Gold Pool #D04193...         63
     113     9.00%, 6/1/21, Gold Pool #A01017...        121
     119     9.00%, 7/1/21, Gold Pool #A01093...        127
      68     9.00%, 9/1/21, Gold Pool #D32271...         73
     118     9.00%, 11/1/21, Gold Pool
               #D11866..........................        126
      53     9.00%, 11/1/21, Gold Pool
               #C00078..........................         56
     117     9.00%, 11/1/21, Gold Pool
               #D11191..........................        125
     217     9.00%, 5/1/22, Gold Pool #D19203...        231
      76     9.00%, 5/1/22, Gold Pool #D19142...         81
  10,000     5.50%, 9/15/22, Series 1367-K......      8,437
   4,375     7.00%, 4/15/23, Pool #348645.......      4,314
   6,977     10.00%, 10/15/23, Series 1591 E,
               CMO..............................      7,769
  17,851     5.00%, 11/15/23, Series 1686 PG,
               CMO..............................     16,701
   4,909     8.50%, 5/1/24, Gold Pool #G00229...      5,158
   4,487     8.50%, 7/1/24, Gold Pool #C00354...      4,680
   7,646     7.50%, 9/1/24, Gold Pool #D56307...      7,703
   2,981     7.50%, 5/1/25, Gold Pool #D59996...      2,999
   7,461     8.00%, 11/1/24, Gold Pool
               #C00376..........................      7,652
   5,411     7.50%, 6/1/25, Gold Pool #C80321...      5,444
   4,270     7.50%, 8/1/25, Gold Pool #C00414...      4,294
   4,268     7.50%, 8/1/25, Gold Pool #C80334...      4,290
   4,602     7.00%, 8/1/25, Gold Pool #C00418...      4,530
   4,227     8.00%, 9/1/25, Gold Pool #D63705...      4,331
   4,548     7.00%, 9/1/25, Gold Pool #D63303...      4,476
   8,844     7.50%, 10/1/25, Gold Pool
               #C80349..........................      8,888
   9,429     6.50%, 2/1/26, Gold Pool #D68098...      9,051
   9,574     6.50%, 3/1/26, Gold Pool #G00453...      9,191
  12,528     7.00%, 4/1/26, Gold Pool #D69810...     12,313
  11,532     7.00%, 4/1/26, Gold Pool #D69811...     11,334
   4,964     6.50%, 6/1/26, Pool #250575........      4,754
   5,889     7.00%, 3/1/27, Pool #D78691........      5,782
   4,111     7.00%, 4/1/27, Pool #C00512........      4,037
                                                   --------
                                                    233,203
                                                   --------

<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<S>          <C>                                   <C>
U.S. GOVERNMENT AGENCY MORTGAGES, CONTINUED:
Federal National Mortgage Assoc. (23.8%):
 $10,338     6.00%, 3/1/01, Pool #50783.........   $ 10,038
   9,347     7.00%, 4/1/03, 7 Year Balloon......      9,382
   1,448     7.50%, 5/1/03, Pool #347175........      1,471
   2,976     7.50%, 7/1/03, Pool #250656........      3,024
   5,000     7.86%, 5/25/04, Callable 5/25/99
               @100.............................      5,052
   7,035     7.00%, 7/17/05, Series 97-26 Gd....      7,099
   4,196     7.00%, 4/1/08, Pool #211750........      4,211
   8,000     6.00%, 6/25/09, Series 1994-86 PJ,
               CMO..............................      7,472
   3,999     7.00%, 7/1/10, Pool #250326........      4,014
   2,532     6.50%, 12/1/10, Pool #332301.......      2,486
  14,223     6.00%, 3/1/11, Pool #340683........     13,731
   6,551     6.25%, 2/25/13, Series 1993-2 PC,
               CMO..............................      6,530
   3,596     6.35%, 8/25/13, Series 1993-225B
               VG, CMO..........................      3,481
   4,216     7.50%, 6/1/14, Pool #250081........      4,241
   3,457     7.50%, 7/1/14, Pool #250082........      3,477
     148     10.00%, 10/1/16, Pool #70110.......        163
   8,015     10.00%, 9/1/17, Pool #303969.......      8,747
     450     10.00%, 10/1/19, Pool #231675......        493
  10,000     7.00%, 5/25/20, Pool #1990-57......      9,836
     282     10.00%, 7/1/20, Pool #050318.......        309
   5,584     6.50%, 5/25/21, Series 1992-205 K,
               CMO..............................      5,410
   5,000     7.00%, 9/25/21, Series G92-64 K,
               CMO..............................      4,984
     637     10.00%, 11/1/21, Pool #208374......        698
     716     10.00%, 11/1/21, Pool #208372......        785
   5,000     6.55%, 12/25/21, Pool #1993-137 PH,
               CMO..............................      4,872
  10,785     6.50%, 2/17/23, Series #G94-12 C,
               CMO..............................     10,079
   5,000     6.50%, 5/25/23, Series 1994-110 H,
               CMO..............................      4,825
   9,094     6.35%, 12/25/23, Series 1994-43 PJ,
               CMO..............................      8,551
   5,042     7.00%, 1/25/24, Series 1994-62 PJ,
               CMO..............................      4,802
   8,439     7.00%, 2/1/24, Pool #190257........      8,302
   3,279     9.00%, 12/1/24, Pool #353898.......      3,460
   4,274     7.50%, 5/1/25, Pool #300064........      4,293
   3,767     7.50%, 6/1/25, Pool #312684........      3,783
   4,064     7.50%, 6/1/25, Pool #312899........      4,082
   4,524     7.00%, 8/1/25, Pool #315500........      4,445
     964     7.50%, 9/1/25, Pool #324749........        967
   3,907     7.50%, 9/1/25, Pool #322899........      3,921
                                                   --------
                                                    183,516
                                                   --------
</TABLE>

Continued

                                                         25

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Government Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
U.S. GOVERNMENT AGENCY MORTGAGES, CONTINUED:
Government National Mortgage Assoc. (24.9%):
 $    22     10.00%, 9/15/00, Pool #138814......   $     23
       9     10.00%, 12/15/00, Pool #136214.....         10
       6     10.00%, 1/15/01, Pool #145144......          6
      50     8.50%, 6/15/01, Pool #166491.......         52
       4     8.50%, 7/15/01, Pool #161997.......          4
      53     9.50%, 9/15/01, Pool #180786.......         57
       6     9.00%, 9/15/01, Pool #174330.......          7
      74     9.00%, 9/15/01, Pool #166928.......         77
      19     9.50%, 11/15/01, Pool #182995......         20
      85     8.50%, 11/15/01, Pool #179383......         88
      96     9.00%, 12/15/01, Pool #187723......        101
      49     8.50%, 12/15/01, Pool #199837......         51
      76     8.00%, 3/15/02, Pool #205933.......         78
     218     6.50%, 10/15/23, Pool #345391......        210
     215     9.00%, 5/15/03, Pool #154134.......        225
     138     9.00%, 6/15/05, Pool #283904.......        144
      65     9.00%, 8/15/05, Pool #291836.......         68
      56     9.00%, 9/15/05, Pool #292898.......         58
      25     9.00%, 9/15/05, Pool #295227.......         26
      65     8.00%, 7/15/06, Pool #11337........         67
      33     7.50%, 7/15/07, Pool #17316........         34
      74     8.00%, 8/15/07, Pool #18539........         76
      82     8.00%, 8/15/07, Pool #18677........         85
     302     7.50%, 12/15/07, Pool #338189......        308
      56     9.00%, 11/15/08, Pool #27932.......         60
      97     9.00%, 4/15/09, Pool #30352........        104
      21     9.00%, 5/15/09, Pool #32214........         23
       8     9.50%, 7/15/09, Pool #34487........          9
     150     9.50%, 9/15/09, Pool #34878........        163
      41     9.50%, 10/15/09, Pool #36804.......         44
      31     11.00%, 11/15/09, Pool #37615......         35
       1     12.00%, 4/15/15, Pool #125262......          2
      13     11.00%, 6/15/15, Pool #130125......         14
      81     9.00%, 5/15/16, Pool #149877.......         87
     107     9.00%, 6/15/16, Pool #166130.......        115
      13     9.50%, 7/15/16, Pool #166772.......         14
     107     9.00%, 7/15/16, Pool #158921.......        115
      76     9.50%, 8/15/16, Pool #177531.......         82
     162     9.00%, 9/15/16, Pool #179044.......        174
      23     9.50%, 1/15/17, Pool #185619.......         25
     346     9.00%, 2/15/17, Pool #195058.......        372
     260     9.00%, 6/15/17, Pool #219079.......        279
      43     9.50%, 8/15/17, Pool #224015.......         47
      79     9.50%, 8/15/17, Pool #218841.......         85
      29     9.00%, 8/15/17, Pool #225825.......         31
     104     9.00%, 6/15/18, Pool #238161.......        111
      79     9.50%, 8/15/18, Pool #248390.......         86
      20     9.00%, 10/15/18, Pool #253188......         21
     128     9.50%, 12/15/18, Pool #263400......        139
       3     9.00%, 10/15/19, Pool #267676......          3
      59     9.00%, 11/15/19, Pool #162768......         64

<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
U.S. GOVERNMENT AGENCY MORTGAGES, CONTINUED:
 Government National Mortgage Assoc., continued:
 $    69     9.00%, 1/15/20, Pool #283138.......   $     74
      76     9.00%, 2/15/20, Pool #276157.......         82
     124     9.00%, 3/15/20, Pool #285283.......        133
      68     9.50%, 9/15/20, Pool #292918.......         74
      86     9.50%, 12/15/20, Pool #291865......         93
     245     9.00%, 6/15/21, Pool #307120.......        262
  15,886     9.00%, 8/15/21, Pool #306081.......     16,968
   4,702     9.00%, 12/15/21, Pool #780284......      4,987
      37     7.50%, 2/15/22, Pool #324025.......         37
     611     8.00%, 7/15/22, Pool #321560.......        628
     820     7.50%, 8/15/22, Pool #337141.......        826
      39     7.00%, 10/15/22, Pool #337175......         38
     214     7.00%, 11/15/22, Pool #323008......        211
      40     7.00%, 12/15/22, Pool #339969......         39
     237     7.00%, 1/15/23, Pool #346214.......        234
      41     7.00%, 1/15/23, Pool #321675.......         40
     394     7.00%, 1/15/23, Pool #342248.......        389
     384     7.00%, 1/15/23, Pool #341536.......        379
     479     7.00%, 1/15/23, Pool #332022.......        473
      51     7.00%, 3/15/23, Pool #350110.......         51
     788     7.00%, 5/15/23, Pool #346572.......        778
     769     7.00%, 5/15/23, Pool #351041.......        760
      63     7.00%, 5/15/23, Pool #338005.......         62
     625     7.00%, 5/15/23, Pool #221604.......        617
     325     6.50%, 5/15/23, Pool #343208.......        313
     740     7.00%, 5/15/23, Pool #342348.......        731
     843     7.00%, 7/15/23, Pool #362982.......        832
     401     6.50%, 6/15/23, Pool #348677.......        387
      97     6.50%, 6/15/23, Pool #346624.......         94
      59     6.50%, 6/15/23, Pool #349788.......         57
      59     6.50%, 6/15/23, Pool #358250.......         57
     347     7.00%, 7/15/23, Pool #353569.......        342
     844     7.00%, 7/15/23, Pool #346673.......        833
      31     7.00%, 7/15/23, Pool #354538.......         31
      25     7.00%, 7/15/23, Pool #350709.......         24
     455     7.00%, 7/15/23, Pool #360889.......        449
     262     7.00%, 7/15/23, Pool #325977.......        259
     181     7.00%, 7/15/23, Pool #357782.......        179
     479     7.00%, 7/15/23, Pool #358382.......        473
     595     7.00%, 7/15/23, Pool #360697.......        587
     269     6.50%, 7/15/23, Pool #322200.......        259
     326     6.50%, 8/15/23, Pool #344505.......        314
     633     6.50%, 8/15/23, Pool #356717.......        610
     204     6.50%, 8/15/23, Pool #359027.......        197
     153     6.50%, 8/15/23, Pool #360713.......        148
     288     6.50%, 8/15/23, Pool #360738.......        277
     448     6.50%, 8/15/23, Pool #353137.......        432
     770     6.50%, 9/15/23, Pool #345375.......        742
      50     6.50%, 9/15/23, Pool #339041.......         48
   3,876     8.00%, 10/15/23, Pool #354681......      3,983
     396     6.00%, 10/15/23, Pool #345389......        371
</TABLE>

Continued

26

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Government Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
U.S. GOVERNMENT AGENCY MORTGAGES, CONTINUED:
Government National Mortgage Assoc., continued:
 $    34     6.00%, 10/15/23, Pool #370006......   $     32
     458     6.00%, 10/15/23, Pool #364717......        429
     637     6.50%, 11/15/23, Pool #369356......        614
      20     6.50%, 11/15/23, Pool #370927......         19
     151     6.50%, 12/15/23, Pool #349944......        145
     977     6.50%, 12/15/23, Pool #349265......        942
      34     6.50%, 12/15/23, Pool #370289......         33
     640     6.50%, 12/15/23, Pool #369830......        617
     110     6.50%, 12/15/23, Pool #365740......        106
     730     6.50%, 1/15/24, Pool #379127.......        703
     354     6.50%, 2/15/24, Pool #389200.......        341
   1,187     6.50%, 2/15/24, Pool #362341.......      1,143
     305     6.50%, 2/15/24, Pool #370338.......        294
  22,156     6.50%, 2/15/24, Pool #354747.......     21,337
     168     6.50%, 2/15/24, Pool #380818.......        161
     348     6.50%, 2/15/24, Pool #371999.......        335
      91     7.50%, 6/15/24, Pool #389827.......         91
     607     7.50%, 6/15/24, Pool #388747.......        612
   3,864     8.00%, 9/15/24, Pool #403212.......      3,971
     425     8.00%, 9/15/24, Pool #393908.......        437
   9,811     9.00% 11/15/24, Pool #780029.......     10,529
   4,873     7.50%, 3/15/26, Pool #422308.......      4,897
   6,915     8.00% 5/15/26, Pool #416233........      7,079
  12,252     8.00%, 5/15/26, Pool #422690.......     12,543
  20,000     6.50%, 30 Year, TBA................     19,144
   9,708     8.00%, 7/15/26, Pool #423877.......      9,939
   9,730     8.00%, 7/15/26, Pool #412644.......      9,961
  14,773     8.00%, 12/20/26, G2 Pool #2344.....     15,054
   9,999     7.50%, 6/30/26.....................      9,987
   5,000     6.50%, 30 Year, TBA................      5,058
  10,000     6.00%, 30 Year, TBA................     10,013
                                                   --------
                                                    192,009
                                                   --------
   Total U.S. Government Agency Mortgages           608,728
                                                   --------
U.S. GOVERNMENT AGENCY SECURITIES (13.3%):
Federal Farm Credit Bank (0.7%):
   5,000     6.88%, 5/1/00......................      5,065
                                                   --------
Federal Home Loan Bank (1.6%):
   2,000     9.25%, 11/25/98....................      2,080
   2,000     9.30%, 1/25/99.....................      2,094
   3,000     8.60%, 6/25/99.....................      3,135
   5,000     6.27%, 1/14/04 (b).................      4,836
                                                   --------
                                                     12,145
                                                   --------

<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
U.S. GOVERNMENT AGENCY SECURITIES, CONTINUED:
Federal Home Loan Mortgage Corp. (0.9%):
 $ 2,000     6.44%, 1/28/00.....................   $  2,004
   4,500     7.13%, 11/18/02....................      4,614
                                                   --------
                                                      6,618
                                                   --------
Federal National Mortgage Assoc. (5.3%):
   2,000     8.80%, 7/25/97.....................      2,005
   4,000     8.70%, 6/10/99.....................      4,179
   3,000     8.90%, 6/12/00.....................      3,195
   3,000     6.20%, 11/12/03....................      2,897
  15,000     7.16%, 5/11/05.....................     15,340
  10,000     5.88%, 2/2/06 (b)..................      9,430
   5,000     6.67%, 2/6/06, Callable 2/6/98
               @100.............................      4,888
                                                   --------
                                                     41,934
                                                   --------
Resolution Funding Corp. (1.6%):
  50,000     Principal Strip, 7/15/20...........      9,909
  15,000     Principal Strip, 4/15/28...........      1,847
   5,000     Principal Strip, 4/15/30...........        537
                                                   --------
                                                     12,293
                                                   --------
Tennessee Valley Authority (3.2%):
  25,000     6.24%, 7/15/45, Putable on 7/15/01
               @ 100............................     24,781
                                                   --------
Total U.S. Government Agency Securities             102,836
                                                   --------
U.S. TREASURY OBLIGATIONS (6.4%):
U.S. Treasury Bonds (3.9%):
  15,000     8.13%, 8/15/19 (b).................     17,123
  15,000     6.00%, 2/15/26.....................     13,425
                                                   --------
                                                     30,548
                                                   --------
U.S. Treasury Notes (1.0%):
   7,500     7.50%, 11/15/01....................      7,818
                                                   --------
U.S. Treasury Strips (1.5%):
   5,000     8/15/02 (b)........................      3,623
  50,000     2/15/25 (b)........................      7,718
                                                   --------
                                                     11,341
                                                   --------
Total U.S. Treasury Obligations                      49,707
                                                   --------
</TABLE>

Continued

                                                         27

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Government Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
REPURCHASE AGREEMENTS (9.3%):
 $71,674     Prudential Securities, 6.05%, due
               7/1/97 (collateralized by $79,388
               various U.S. Government
               Securities,
               5.50%-9.00%, 1/1/00-6/20/27,
                 market value $73,724)..........   $ 71,674
                                                   --------
  Total Repurchase Agreements...................     71,674
                                                   --------
Total (Cost--$826,948) (a)                         $832,945
                                                   ========
</TABLE>

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

Percentages indicated are based on net assets of $770,879.

(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 $51. Cost for federal income tax purposes differs from value
    by net unrealized appreciation of securities as follows:

<TABLE>
                  <S>                                                                         <C>
                  Unrealized appreciation..................................................   $10,092
                  Unrealized depreciation..................................................    (4,146)
                                                                                              -------
                  Net unrealized appreciation..............................................   $ 5,946
                                                                                              =======
</TABLE>

(b) A portion of this security was loaned as of June 30, 1997.

CMO  Collateralized Mortgage Obligation
TBA  To be announced

See notes to financial statements.

28

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Income Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
ASSET BACKED SECURITIES (9.0%):
 $ 5,000     Advanta Mortgage Loan Trust, 97-2,
               Class A4, 7.60%, 6/25/27.........   $  5,048
   7,500     Advanta Mortgage Loan Trust, Series
               1995-1, Class A5, 8.32%,
               12/25/19.........................      7,778
   5,817     Aircraft Lease Portfolio
               Securitization Ltd., Series 94-1,
               Class A2, 7.15%, 9/15/04.........      5,892
   2,952     BHN, Series 1997-1, Class A2,
               7.92%, 7/25/09...................      2,976
   4,980     Federal Express, Series A-1, 7.85%,
               6/1/24...........................      5,111
   5,000     ML CBO 1996 PM1, 7.87%,
               12/17/06.........................      4,871
   3,427     NAL 96, Class A, 7.10%, 3/15/01,
               Private Placement, 144A..........      3,416
   2,027     NAL, Series 96-4, 6.90%,
               12/15/00.........................      2,015
  11,262     Northwest Air, Series 2, Class A,
               9.25%, 6/21/14...................     12,782
   4,692     Northwest Air, Trust, Series B,
               10.23%, 6/21/14..................      5,255
   5,701     Olympic Automobile Receivables
               Trust, Series 1994-B, Class A2,
               6.85%, 6/15/01...................      5,751
   6,882     Olympic Automobile Receivables
               Trust, Series 1995-B, Class A2,
               7.35%, 10/15/01..................      6,999
                                                   --------
Total Asset Backed Securities                        67,894
                                                   --------
CORPORATE BONDS (53.1%):
Banking, Finance & Insurance (16.5%):
   9,000     Associates Corp., 8.34%,
               11/25/99.........................      9,371
   6,000     Associates Corp., 8.15%, 8/1/09....      6,503
   2,000     Bank of Boston, Corp., 9.50%,
               8/15/97..........................      2,009
   5,000     BankAmerica Corp., 9.50%, 4/1/01...      5,450
   4,000     BCH Cayman Islands, 7.50%,
               6/15/05..........................      4,055
   5,000     Bear Stearns Co., 9.13%, 4/15/98...      5,122
   5,000     Bear Stearns Co., 8.25%, 2/1/02....      5,269
   5,000     First Chicago Capital Trust, 7.95%,
               12/1/26..........................      4,875
   2,000     Fleet Financial Group, Inc., 8.13%,
               7/1/04...........................      2,123
   3,500     Ford Capital BV, 10.13%,
               11/15/00.........................      3,863
   1,500     Ford Motor Credit Corp., 6.38%,
               10/6/00..........................      1,493
   3,000     General Motors Acceptance Corp.,
               8.40%, 10/15/99..................      3,128
   8,000     General Motors Acceptance Corp.,
               7.00%, 3/1/00....................      8,090
  10,000     Lehman Brothers Holdings, 8.88%,
               3/1/02...........................     10,721

<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
CORPORATE BONDS, CONTINUED:
Banking, Finance & Insurance, continued:
 $ 5,000     Lehman Brothers Holdings, 8.80%,
               3/1/15...........................   $  5,563
   5,000     Lehman Brothers, Inc., 11.63%,
               5/15/05..........................      6,256
   6,000     Massachusetts Mutual Life
               Insurance, 7.50%, 3/1/24, 144A...      5,858
   3,500     MEPC Finance, Inc., 7.50%,
               5/1/03...........................      3,557
   5,000     Money Store, Inc., 8.05% 4/15/02...      5,081
   6,000     Morgan Stanley Group, Inc., 6.13%,
               10/1/03..........................      5,783
   4,806     Oslo Seismic Service, 8.28%,
               6/1/11, 144A.....................      5,065
   5,000     Principal Mutual, 7.88%, 3/1/24....      4,944
   5,000     Security Pacific Corp., 11.00%,
               3/1/01...........................      5,688
   5,000     Western Banktrust REIT, 7.88%,
               2/15/04..........................      5,125
                                                   --------
                                                    124,992
                                                   --------
   Financial Services (3.5%):
   2,000     American Health Properties, 7.50%,
               1/15/07..........................      2,028
   6,500     Corestates Capital, 8.00%,
               12/15/26.........................      6,435
   5,000     Cullen Frost Bank Capital Trust,
               8.42%, 2/1/27....................      5,050
   3,000     International Lease Finance Corp.,
               6.50%, 7/15/97...................      3,001
   5,000     MIC Financial Trust, 8.38%,
               2/1/27...........................      5,006
   5,000     Sun Life, 8.53%, 5/6/27............      5,056
                                                   --------
                                                     26,576
                                                   --------
   Food Products & Services (0.3%):
   2,500     RJR Nabisco Corp., 8.75%,
               8/15/05..........................      2,528
                                                   --------
             Industrial Goods & Services (7.9%):
   3,000     Boise Cascade Co., 9.45%,
               11/1/09..........................      3,424
   4,000     Comcast Cable, 8.38%, 5/1/07,
               144A.............................      4,240
   3,000     Comdisco, Inc., 6.05%, 10/31/97....      3,002
   2,500     EES Coke Battery, 7.13%, 4/15/02,
               144A.............................      2,518
   5,000     Excel Paralubes Funding, 7.13%,
               11/1/11..........................      4,975
   2,000     Freeport McMoran, Copper & Gold,
               7.50%, 11/15/06..................      1,995
   5,000     General Motors Corp., 9.13%,
               7/15/01..........................      5,413
   3,000     Golden State Petroleum, 8.04%,
               2/1/19, 144A.....................      3,056
   5,000     Hilton Hotels Corp., 7.95%,
               4/15/07..........................      5,131
   5,000     Hyundai Semiconductor, 8.63%,
               5/15/07..........................      5,031
   4,828     Newmont Mining Co., 8.91%,
               1/5/09...........................      5,159
</TABLE>

Continued

                                                         29

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Income Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
CORPORATE BONDS, CONTINUED:
Industrial Goods & Services, continued:
 $ 2,500     Northrop Grumman, 7.00%, 3/1/06....   $  2,447
   9,000     Penske Truck Leasing, 8.25%,
               11/1/99 (b)......................      9,372
   4,000     Tenneco, Inc., 8.20%, 11/15/99.....      4,150
                                                   --------
                                                     59,913
                                                   --------
Real Estate (4.9%):
   2,000     Avalon Properties, 7.38%,
               9/15/02..........................      2,018
   4,750     Meditrust, 7.77%, 8/16/02..........      4,833
   3,000     Meditrust, 7.82%, 9/10/26..........      3,090
   5,000     Security Capital Pacific Trust,
               6.95%, 10/15/02..................      4,969
   2,500     Security Capital Pacific Trust,
               7.15%, 10/15/03..................      2,484
   5,000     Spieker Properties, 6.65%,
               12/15/00.........................      4,956
   4,000     Spieker Properties, 8.00%,
               7/19/05..........................      4,095
   8,000     Taubman Realty Group, 7.00%,
               10/1/03..........................      7,810
   3,000     Wellsford Residential Property,
               7.25%, 8/15/00...................      3,034
                                                   --------
                                                     37,289
                                                   --------
Utilities (2.2%):
   7,000     NRG Energy Corp., 7.63%, 2/1/06....      7,052
   5,009     Salton Sea Funding Corp., 6.69%,
               5/30/00..........................      4,997
   4,000     Termoemcali, 10.13%, 12/15/14,
               144A.............................      4,340
                                                   --------
                                                     16,389
                                                   --------
Yankee & Eurodollar (17.8%):
   9,000     Bangkok Bank Public Co. Ltd.,
               7.25%, 9/15/05, 144A (b).........      8,674
  10,000     Bank Nagrara Indonesia, 7.63%,
               2/5/07...........................      9,875
   5,000     BCH Cayman Islands, 8.25%,
               6/15/04..........................      5,281
   5,000     Celulosa Arauco, 6.75%, 12/15/03...      4,869
  12,548     Centra Gas, 10.65%, 12/1/10,
               144A.............................     13,127
   5,000     China International Trust &
               Investing, 9.00%, 10/15/06 (b)...      5,525
   5,000     Citra Marga Finance, 7.25%,
               2/20/02..........................      4,881
   5,000     Coca Cola Femsa, 8.95%, 11/1/06....      5,013
   4,000     Dao Heng Bank, 7.75%, 1/24/07,
               Private Placement................      4,010
   9,000     Financiera Energy, 9.38%,
               6/15/06..........................      9,675
   3,000     Guangdong Enterprises, 8.88%,
               5/22/07..........................      3,086
   5,000     Guangdong International, 6.75%,
               11/15/03.........................      4,850
   6,000     Honam Oil Refinery Co., 7.13%,
               10/15/05, 144A...................      5,925


<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
CORPORATE BONDS, CONTINUED:
Yankee & Eurodollar, continued:
 $ 2,500     Jasmine Submarine, 8.48%, 5/30/11,
               Private Placement................   $  2,509
   2,000     Kansalis-Osake Pankki, 9.75%,
               12/15/98.........................      2,098
   6,000     Peoples Democratic Republic of
               Poland, 3.75%, 10/27/14..........      5,160
   5,000     Peoples Republic of China, 7.75%,
               7/5/06...........................      5,175
   4,250     Ras Laffan Gas, 7.63%, 9/15/06,
               144A.............................      4,330
   2,500     Republic of Indonesia, 7.75%,
               8/1/06...........................      2,509
   5,000     Republic Of South Africa, 8.50%,
               6/23/17..........................      4,950
   5,000     Scotland International Finance,
               8.80%, 1/27/04, 144A.............      5,419
   4,000     Scotland International Finance,
               8.85%, 11/1/06, 144A.............      4,400
   5,000     Tenaga Nasional Berhad, 7.88%,
               6/15/04, 144A....................      5,225
   2,500     Total Access, 8.38% 11/4/06,
               144A.............................      2,416
   2,500     Yanacocha, 8.40%, 5/15/04..........      2,538
   2,889     Ypf Sociedad Anomima, 7.00%,
               10/26/02.........................      2,893
                                                   --------
                                                    134,413
                                                   --------
   Total Corporate Bonds                            402,100
                                                   --------
OTHER MORTGAGED BACKED SECURITIES (0.7%):
   5,000     Residential Funding Corp., Series
               96-H52, Class A4, 7.55%,
               9/25/12..........................      5,048
                                                   --------
   Total Other Mortgaged Backed Securities            5,048
                                                   --------
U.S. GOVERNMENT AGENCY MORTGAGES (20.6%):
Federal Home Loan Mortgage Corp. (11.3%):
   5,000     7.13%, 7/21/99 (b).................      5,093
  18,000     0.00%, 8/15/02.....................     12,939
   4,450     7.00%, 6/1/09, Pool #E00313........      4,471
   4,378     7.00%, 2/1/11, Gold Pool #E62602...      4,379
   9,052     7.50%, 5/1/11, Pool #E00438........      9,207
   8,285     7.00%, 5/1/11, Gold Pool #E00434...      8,293
   7,427     7.00%, 6/1/11, Gold Pool #E64220...      7,434
   1,218     7.50%, 6/1/24, Pool #C80161........      1,227
  16,025     7.00%, 9/1/24, Pool #G00271........     15,790
   7,241     7.50%, 10/1/24, Pool #C80245.......      7,295
   9,756     7.00%, 12/1/24.....................      9,613
                                                   --------
                                                     85,741
                                                   --------
Federal National Mortgage Assoc. (6.3%):
     500     8.15%, 5/11/98.....................        510
   9,347     7.00%, 4/1/03, 7 Year Balloon......      9,382
     500     6.53%, 4/10/03.....................        494
</TABLE>

Continued

30

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Income Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
U.S. GOVERNMENT AGENCY MORTGAGES, CONTINUED:
Federal National Mortgage Assoc., continued
 $21,656     8.00%, 12/1/09, Pool #250168.......   $ 22,289
   2,000     8.20%, 3/10/16.....................      2,206
  12,650     7.50%, 9/1/25, Pool #324179........     12,593
                                                   --------
                                                     47,474
                                                   --------
Government National Mortgage Assoc. (3.0%):
   3,434     9.00% 11/15/24, Pool #780029.......      3,685
   8,875     7.50%, 7/15/26, Pool #430999.......      8,914
   9,900     7.50%, 6/30/26, TBA................      9,888
                                                   --------
                                                     22,487
                                                   --------
 Total U.S. Government Agency Mortgages             155,702
                                                   --------
U.S. GOVERNMENT AGENCY SECURITIES (2.2%):
Federal Home Loan Bank (1.3%):
  10,000     7.10%, 3/16/98 (b).................     10,092
                                                   --------
Government Trust Certificate (0.3%):
   2,285     Government Trust Certificate,
               Israel, 9.40%, 5/15/02...........      2,417
                                                   --------
Resolution Trust Corp. (0.1%):
   1,000     Resolution Trust Corp., 0.00%,
               7/15/02..........................        732
                                                   --------
Tennessee Valley Authority (0.5%):
   3,200     Tennessee Valley Authority, 8.63%,
               11/15/29.........................      3,456
                                                   --------
   Total U.S. Government Agency Securities           16,697
                                                   --------

<CAPTION>
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
U.S. TREASURY OBLIGATIONS (12.4%):
U.S. Treasury Bonds (9.0%):
 $ 3,250     13.38%, 8/15/01....................   $  4,070
   9,600     11.88%, 11/15/03 (b)...............     12,271
  14,000     9.00%, 11/15/18....................     17,313
  11,250     8.13%, 8/15/21 (b).................     12,886
   3,000     8.00%, 11/15/21 (b)................      3,394
  17,600     7.13%, 2/15/23 (b).................     18,136
                                                   --------
                                                     68,070
                                                   --------
U.S. Treasury Notes (3.4%):
  15,000     6.25%, 8/31/00 (b).................     14,998
  10,300     6.63%, 6/30/01 (b).................     10,402
                                                   --------
                                                     25,400
                                                   --------
   Total U.S. Treasury Obligations                   93,470
                                                   --------
REPURCHASE AGREEMENTS (1.1%):
   8,469     Prudential Securities, 6.05%, due
               7/1/97 (collateralized by $8,680
               U.S. Treasury Notes, 5.75%,
               10/31/00, market value $8,639)...      8,469
                                                   --------
   Total Repurchase Agreements                        8,469
                                                   --------
Total (Cost--$725,490) (a)                         $749,380
                                                   ========
</TABLE>

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

Percentages indicated are based on net assets of $755,952.

(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..................................................   $25,110
                  Unrealized depreciation..................................................    (1,220)
                                                                                              -------
                  Net unrealized appreciation..............................................   $23,890
                                                                                              =======
</TABLE>

(b) A portion of this security was loaned as of June 30, 1997.

TBA  To be announced

See notes to financial statements.

                                                                             31

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Treasury & Agency Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
U.S. GOVERNMENT AGENCY (33.4%):
Federal Farm Credit Bank (6.5%):
 $ 7,000     7.16%, 5/15/06.....................   $  7,170
                                                   --------
Federal Home Loan Bank (9.1%):
   3,800     5.70%, 3/11/99*....................      3,776
   4,300     7.74%, 10/01/03....................      4,303
   2,000     6.26%, 11/26/03....................      1,939
                                                   --------
                                                     10,018
                                                   --------
Other U.S. Agencies (17.8%):
   4,000     Student Loan Marketing Association,
               6.29%, 10/20/99..................      3,995
   6,000     Student Loan Marketing Association,
               6.00%, 3/5/01....................      5,894
  10,000     Tennessee Valley Authority, 6.13%,
               7/15/03..........................      9,699
                                                   --------
                                                     19,588
                                                   --------
  Total U.S. Government Agency                       36,776
                                                   --------

<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------    -----------------------------------   --------
<C>          <S>                                   <C>
U.S. TREASURY OBLIGATIONS (64.9%):
U.S. Treasury Bonds (9.2%):
 $ 8,000     10.75%, 8/15/05....................   $ 10,094
                                                   --------
U.S. Treasury Notes (55.7%):
  12,500     5.88%, 10/31/98 (b)................     12,488
  25,000     7.75%, 11/30/99....................     25,864
  23,000     6.63%, 6/30/01 (b).................     23,227
                                                   --------
                                                     61,579
                                                   --------
   Total U.S. Treasury Obligations                   71,673
                                                   --------
INVESTMENT COMPANIES (1.1%):
   1,183     The One Group Treasury Only Money
               Market Fund, Fiduciary Class.....      1,183
                                                   --------
   Total Investment Companies                         1,183
                                                   --------
Total (Cost--$108,064) (a)                         $109,632
                                                   ========
</TABLE>

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

Percentages indicated are based on net assets of $110,258.

(a) Represents cost for federal income tax purposes and differs from value by
    net unrealized appreciation of securities as follows (amounts in thousands):

<TABLE>
                  <S>                                                                         <C>
                  Unrealized appreciation..................................................   $1,621
                  Unrealized depreciation..................................................      (53)
                                                                                              ------
                  Net unrealized appreciation..............................................   $1,568
                                                                                              ======
</TABLE>

(b) A portion of this security was loaned as of June 30, 1997.

  * Variable rate securities having liquidity sources through bank letters of
    credit or other cards and/or liquidity agreements. The interest rate, which
    will change periodically, is based upon bank prime rates or an index of
    market rates. The rate reflected on the Schedule of Portfolio Investments is
    the rate in effect at June 30, 1997.

See notes to financial statements.

32

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                               JUNE 30, 1997

<TABLE>
<CAPTION>
                                      ULTRA
                                     SHORT-        LIMITED VOLATILITY     INTERMEDIATE     GOVERNMENT      INCOME      TREASURY &
                                   TERM INCOME            BOND                BOND            BOND          BOND         AGENCY
                                      FUND                FUND                FUND            FUND          FUND          FUND
                                   -----------     ------------------     ------------     ----------     --------     ----------
                                                          (Amounts in Thousands, except per share amounts)
<S>                                <C>             <C>                    <C>              <C>            <C>          <C>
ASSETS:
Investments, at value..........     $ 146,382           $580,213            $542,523        $761,271      $740,911      $109,632
Repurchase agreements, at
 cost..........................        17,390              5,742              15,554          71,674        8,469             --
                                    ---------           --------            --------        --------      --------      --------
Total (cost $163,219; $581,508;
 $555,733; $826,948; $725,490;
 $108,064, respectively).......       163,772            585,955             558,077         832,945      749,380        109,632
Interest receivable............           776              6,275               6,392           5,966       11,377          1,290
Receivable from brokers for
 investments sold..............           241                 14                   5              --        5,009             --
Receivable for capital shares
 issued........................         1,066                 11                 207              18           14             --
Net receivable for variation
 margin on futures contracts...            26                 --                  --              --           --             --
Deferred organization costs....             3                 --                  --               2           --              3
Prepaid expenses and other
 assets........................            --                 12                   1              21            7              2
                                    ---------           --------            --------        --------      --------      --------
TOTAL ASSETS...................       165,884            592,267             564,682         838,952      765,787        110,927
                                    ---------           --------            --------        --------      --------      --------
LIABILITIES:
Dividends payable..............           694              3,068               2,981           3,973        4,259            586
Payable to brokers for
 investments purchased.........        18,263                 --              10,073          63,696        5,113             --
Payable for capital shares
 redeemed......................            --                  3                   5               5           25             --
Accrued expenses and other
 payables:
 Investment advisory fees......            23                146                 149             259          247             18
 Administration fees...........            --                 83                  76              78          105              3
 12b-1 fees....................             7                  4                  11              16           11             --
 Other.........................            23                  9                  49              46           75             62
                                    ---------           --------            --------        --------      --------      --------
TOTAL LIABILITIES..............        19,010              3,313              13,344          68,073        9,835            669
                                    ---------           --------            --------        --------      --------      --------
NET ASSETS:
Capital........................       150,589            595,935             554,206         786,147      786,479        108,512
Undistributed (distributions in
 excess of) net investment
 income........................          (201)              (246)                 69            (101)         288             --
Accumulated undistributed net
 realized gains (losses) from
 investment and futures
 transactions..................        (4,042)           (11,182)             (5,281)        (21,164)     (54,705)           178
Net unrealized appreciation
 (depreciation) from
 investments and futures.......           528              4,447               2,344           5,997       23,890          1,568
                                    ---------           --------            --------        --------      --------      --------
Net Assets.....................     $ 146,874           $588,954            $551,338        $770,879      $755,952      $110,258
                                    =========           ========            ========        ========      ========      ========
Net Assets
   Fiduciary...................     $ 114,413           $563,979            $522,423        $724,423      $730,754      $110,084
   Class A.....................        29,643             20,055              18,763          34,727       14,325             94
   Class B.....................         2,818              4,920              10,152          11,729       10,873             80
                                    ---------           --------            --------        --------      --------      --------
Total..........................     $ 146,874           $588,954            $551,338        $770,879      $755,952      $110,258
                                    =========           ========            ========        ========      ========      ========
Outstanding units of beneficial
 interest (shares)
   Fiduciary...................        11,588             53,876              52,660          74,751       77,589         11,024
   Class A.....................         3,003              1,918               1,886           3,583        1,522              9
   Class B.....................           287                466               1,023           1,210        1,145              8
                                    ---------           --------            --------        --------      --------      --------
Total..........................        14,878             56,260              55,569          79,544       80,256         11,041
                                    =========           ========            ========        ========      ========      ========
Net asset value:
   Fiduciary
       Offering and redemption
        price per share........     $    9.87           $  10.47            $   9.92        $   9.69      $  9.42       $   9.99
                                    =========           ========            ========        ========      ========      ========
   Class A
       Redemption price per
        share..................     $    9.87           $  10.46            $   9.95        $   9.69      $  9.41       $   9.98
                                    =========           ========            ========        ========      ========      ========
       Maximum sales charge....          3.00%              3.00                4.50%           4.50%        4.50%          3.00%
                                    =========           ========            ========        ========      ========      ========
       Maximum offering price
        (100%/ (100%--maximum
        sales charge) of net
        asset value adjusted to
        nearest cent) per
        share..................     $   10.18           $  10.78            $  10.42        $  10.15      $  9.85       $  10.29
                                    =========           ========            ========        ========      ========      ========
   Class B
       Offering price per share
        (a)....................     $    9.81           $  10.53            $   9.92        $   9.69      $  9.49       $   9.99
                                    =========           ========            ========        ========      ========      ========
</TABLE>

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

(a) Redemption price per Class B share varies based on length of time shares are
    held.

See notes to financial statements.

                                                                             33

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS                        FOR THE YEAR ENDED JUNE 30, 1997

<TABLE>
<CAPTION>
                                                                      (Amounts in Thousands)
                                     ULTRA
                                    SHORT-        LIMITED VOLATILITY     INTERMEDIATE     GOVERNMENT     INCOME       TREASURY &
                                  TERM INCOME            BOND                BOND            BOND         BOND          AGENCY
                                     FUND                FUND                FUND            FUND         FUND         FUND(a)
                                  -----------     ------------------     ------------     ----------     -------     ------------
<S>                               <C>             <C>                    <C>              <C>            <C>         <C>
INVESTMENT INCOME:
Interest income...............      $ 6,022            $ 39,891            $ 28,044        $ 51,661      $47,951        $3,404
Dividend income...............           --                  32                   1               2          --              9
Income from securities
 lending......................           --                 187                 200              87         138              7
                                    -------            --------            --------        --------      ------         ------
Total Income..................        6,022              40,110              28,245          51,750      48,089          3,420
                                    -------            --------            --------        --------      ------         ------
EXPENSES:
Investment advisory fees......          520               3,660               2,365           3,293       3,873            198
Administration fees...........          157               1,009                 652           1,210       1,067             82
12b-1 fees (Class A)..........           47                  73                  52             129          43             --(b)
12b-1 fees (Class B)..........           17                  50                  80             113          88             --(b)
Custodian and accounting
 fees.........................            9                  58                  54             117          56             12
Legal and audit fees..........            5                  21                   6              31          20              6
Organization costs............            5                  --                  --               3          --             --
Trustees' fees and expenses...            2                   7                   3              10           7              1
Transfer agent fees...........           19                  56                  40              83          47              9
Registration and filing
 fees.........................           35                  95                  50             148          47             71
Printing costs................           10                  56                  37              67          60             11
Other.........................            6                   5                   4              15           4              1
                                    -------            --------            --------        --------      ------         ------
Total expenses before
 waivers......................          832               5,090               3,343           5,219       5,312            391
Less waivers..................         (457)             (1,867)             (1,115)           (463)     (1,312)          (167)
                                    -------            --------            --------        --------      ------         ------
   Net Expenses...............          375               3,223               2,228           4,756       4,000            224
                                    -------            --------            --------        --------      ------         ------
Net Investment Income.........        5,647              36,887              26,017          46,994      44,089          3,196
                                    -------            --------            --------        --------      ------         ------
REALIZED/UNREALIZED GAINS
 (LOSSES) FROM INVESTMENTS AND
 FUTURES:
Net realized gains (losses)
 from investment and futures
 transactions.................         (269)             (2,851)               (935)           (894)       (280)           178
Net change in unrealized
 appreciation (depreciation)
 from investments and
 futures......................        1,032               5,502               3,378          10,875       6,049           (341)
                                    -------            --------            --------        --------      ------         ------
Net realized/unrealized gains
 (losses) from investments and
 futures......................          763               2,651               2,443           9,981       5,769           (163)
                                    -------            --------            --------        --------      ------         ------
Change in net assets resulting
 from operations..............      $ 6,410            $ 39,538            $ 28,460        $ 56,975     $49,858         $3,033
                                    =======            ========            ========        ========     =======         ======
</TABLE>

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

(a) The Fund commenced operations on January 20, 1997.
(b) Amounts are less than $1,000.

See notes to financial statements.

34

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                             (Amounts in Thousands)

                                                    ULTRA SHORT-TERM           LIMITED VOLATILITY
                                                       INCOME FUND                  BOND FUND             INTERMEDIATE BOND FUND
                                                 ------------------------    ------------------------    ------------------------
                                                 YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED
                                                  JUNE 30,      JUNE 30,      JUNE 30,      JUNE 30,      JUNE 30,      JUNE 30,
                                                    1997        1996(a)         1997          1996          1997          1996
                                                 ----------    ----------    ----------    ----------    ----------    ----------
<S>                                              <C>           <C>           <C>           <C>           <C>           <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
  Net investment income.......................    $  5,647      $  3,180     $  36,887     $  28,018      $ 26,017      $ 14,817
  Net realized gains (losses) from investment
    and futures transactions..................        (269)         (594)       (2,851)        1,885          (935)        1,421
  Net change in unrealized appreciation
    (depreciation) from investments and
    futures...................................       1,032           150         5,502        (6,631)        3,378        (5,722)
                                                  --------      --------     ---------     ---------      --------      --------
Change in net assets resulting from
  operations..................................       6,410         2,736        39,538        23,272        28,460        10,516
                                                  --------      --------     ---------     ---------      --------      --------
DISTRIBUTIONS TO FIDUCIARY SHAREHOLDERS:
  From net investment income..................      (4,769)       (2,924)      (35,406)      (26,964)      (24,622)      (14,065)
  Tax return of capital.......................          --           (26)           --            --            --            --
DISTRIBUTIONS TO CLASS A SHAREHOLDERS:
  From net investment income..................        (761)         (129)       (1,219)         (878)         (940)         (607)
DISTRIBUTIONS TO CLASS B SHAREHOLDERS:
  From net investment income..................         (94)          (24)         (262)         (175)         (455)         (144)
                                                  --------      --------     ---------     ---------      --------      --------
Change in net assets from shareholder
  distributions...............................      (5,624)       (3,103)      (36,887)      (28,017)      (26,017)      (14,816)
                                                  --------      --------     ---------     ---------      --------      --------
CAPITAL TRANSACTIONS:
  Proceeds from shares issued.................     109,550        38,704       117,648       325,572       187,226       121,175
  Proceeds from shares issued in connection
    with acquisition..........................          --            --            --       123,673            --            --
  Proceeds from shares issued in connection
    with conversion...........................          --            --            --            --       207,582            --
  Dividends reinvested........................         790         1,028         3,251         8,797         1,664         3,437
  Cost of shares redeemed.....................     (26,641)      (32,817)     (165,778)     (248,283)      (98,172)      (66,140)
                                                  --------      --------     ---------     ---------      --------      --------
Change in net assets from share
  transactions................................      83,699         6,915       (44,879)      209,759       298,300        58,472
                                                  --------      --------     ---------     ---------      --------      --------
Change in net assets..........................      84,485         6,548       (42,228)      205,014       300,743        54,172
NET ASSETS:
  Beginning of period.........................      62,389        55,841       631,182       426,168       250,595       196,423
                                                  --------      --------     ---------     ---------      --------      --------
  End of period...............................    $146,874      $ 62,389     $ 588,954     $ 631,182      $551,338      $250,595
                                                  ========      ========     =========     =========      ========      ========
SHARE TRANSACTIONS:
  Issued......................................      11,129         3,934        11,253        31,111        18,923        12,114
  Issued in connection with acquisition.......          --            --            --        11,748            --            --
  Issued in connection with conversion........          --            --            --            --        20,926            --
  Reinvested..................................          81           105           311           834           169           343
  Redeemed....................................      (2,708)       (3,338)      (15,866)      (23,593)       (9,913)       (6,607)
                                                  --------      --------     ---------     ---------      --------      --------
Change in shares..............................       8,502           701        (4,302)       20,100        30,105         5,850
                                                  ========      ========     =========     =========      ========      ========
  Undistributed (distributions in excess of)
    net investment income included in net
    assets:
  End of period...............................    $   (201)     $   (313)    $    (246)    $    (121)     $     69      $     94
                                                  ========      ========     =========     =========      ========      ========
</TABLE>

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

(a) Previously named the Government ARM Fund

See notes to financial statements.

                                                                             35

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                               (Amounts in Thousands)

                                                                                                              TREASURY & AGENCY
                                                        GOVERNMENT BOND FUND          INCOME BOND FUND              FUND
                                                      ------------------------    ------------------------    -----------------
                                                      YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED    JANUARY 20, 1997
                                                       JUNE 30,      JUNE 30,      JUNE 30,      JUNE 30,     THROUGH JUNE 30,
                                                         1997          1996          1997          1996            1997(a)
                                                      ----------    ----------    ----------    ----------    -----------------
<S>                                                   <C>           <C>           <C>           <C>           <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
  Net investment income............................   $  46,994     $  31,623     $  44,089     $  34,329         $   3,196
  Net realized gains (losses) from investment and
    futures transactions...........................        (894)       (2,769)         (280)       (1,361)              178
  Net change in unrealized appreciation
    (depreciation) from investments and futures....      10,875       (15,409)        6,049       (11,155)             (341)
                                                      ---------     ---------     ---------     ---------         ---------
Change in net assets resulting from operations.....      56,975        13,445        49,858        21,813             3,033
                                                      ---------     ---------     ---------     ---------         ---------
DISTRIBUTIONS TO FIDUCIARY SHAREHOLDERS:
  From net investment income.......................     (44,081)      (30,195)      (42,737)      (33,573)           (3,196)
DISTRIBUTIONS TO CLASS A SHAREHOLDERS:
  From net investment income.......................      (2,290)       (1,103)         (828)         (545)               --(b)
DISTRIBUTIONS TO CLASS B SHAREHOLDERS:
  From net investment income.......................        (623)         (324)         (524)         (211)               --(b)
                                                      ---------     ---------     ---------     ---------         ---------
Change in net assets from shareholder
  distributions....................................     (46,994)      (31,622)      (44,089)      (34,329)           (3,196)
                                                      ---------     ---------     ---------     ---------         ---------
CAPITAL TRANSACTIONS:
  Proceeds from shares issued......................     229,453       451,887       224,558       166,169             6,409
  Proceeds from shares issued in connection with
    acquisition....................................          --       301,865            --            --                --
  Proceeds from shares issued in connection with
    conversion.....................................          --            --       132,470            --           113,243
  Dividends reinvested.............................       3,881         8,081         4,757        13,106                --(b)
  Cost of shares redeemed..........................    (199,344)     (407,217)     (148,078)     (113,090)           (9,231)
                                                      ---------     ---------     ---------     ---------         ---------
Change in net assets from share transactions.......      33,990       354,616       213,707        66,185           110,421
                                                      ---------     ---------     ---------     ---------         ---------
Change in net assets...............................      43,971       336,439       219,476        53,669           110,258
NET ASSETS:
  Beginning of period..............................     726,908       390,469       536,476       482,807                --
                                                      ---------     ---------     ---------     ---------         ---------
  End of period....................................   $ 770,879     $ 726,908     $ 755,952     $ 536,476         $ 110,258
                                                      =========     =========     =========     =========         =========
SHARE TRANSACTIONS:
  Issued...........................................      23,794        45,897        23,912        17,425               644
  Issued in connection with acquisition............          --        30,887            --            --                --
  Issued in connection with conversion.............          --            --        14,063            --            11,324
  Reinvested.......................................         404           821           508         1,371                --(b)
  Redeemed.........................................     (20,680)      (41,383)      (15,750)      (11,865)             (927)
                                                      ---------     ---------     ---------     ---------         ---------
Change in shares...................................       3,518        36,222        22,733         6,931            11,041
                                                      =========     =========     =========     =========         =========
Undistributed (distributions in excess of)
  net investment income included in net assets:
  End of period....................................   $    (101)    $    (325)    $     288     $     396         $      --
                                                      =========     =========     =========     =========         =========
</TABLE>

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

(a) Period from commencement of operations.
(b) Dollar and share amounts are less than 1,000.

See notes to financial statements.

36

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS                                       JUNE 30,1997

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 accompanying financial
   statements and financial highlights are those of the Ultra Short-Term Income
   Fund (previously named the Government ARM Fund), the Limited Volatility Bond
   Fund, the Intermediate Bond Fund, the Government Bond Fund, the Income Bond
   Fund , and the Treasury & Agency 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.

   The Trust entered into an Agreement and Plan of Reorganization (the
   "Agreement") with the Paragon Portfolio ("Paragon"), a Massachusetts business
   trust. Pursuant to the Agreement all of the assets and liabilities of each
   Paragon Fund transferred to a fund of The One Group in exchange for shares of
   the corresponding fund of The One Group. The statements of changes in net
   assets and financial highlights for periods prior to the reorganization,
   March 25, 1996, are presented for funds of The One Group only.

   The Funds investment objectives are as follows:

<TABLE>
<CAPTION>
   FUND                              OBJECTIVE
   -----------------------------     -----------------------------------------------------------------
   <S>                               <C>
   Ultra Short-Term Income Fund      A high level of current income consistent with low volatility of
                                      principal by investing in a diversified portfolio of short-term
                                      investment grade securities.

   Limited Volatility Bond Fund      Current income consistent with the preservation of capital
                                      through investment in high and medium-grade fixed-income
                                      securities.

   Intermediate Bond Fund            Current income consistent with the preservation of capital by
                                      investing in high and medium-grade fixed-income securities with
                                      intermediate maturities.

   Government Bond Fund              A high level of current income with liquidity and safety of
                                      principal.

   Income Bond Fund                  A high level of current income by investing primarily in a
                                      diversified portfolio of high, medium and low grade debt
                                      securities.

   Treasury & Agency Fund            A high level of current income by investing in U.S. Treasury and
                                      other U.S. Agency obligations with a primary, but not exclusive,
                                      focus on issues that produce income exempt from state income
                                      taxes.
</TABLE>

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. 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.

       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

Continued

                                                                              37

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                            JUNE 30,1997

       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 Adviser under the direction of the Board of Trustees.

       REPURCHASE AGREEMENTS

       The Funds may invest in repurchase agreements with institutions that Banc
       One Investment Advisors Corporation (the "Advisor") has determined are
       creditworthy. Each repurchase agreement is recorded at cost. The Fund
       requires that the securities purchased in a repurchase agreement
       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. Repurchase agreements are considered
       to be loans by a fund under the 1940 Act.

       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 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 or the difference between the current sales
       price and the lower forward price for the future purchase.

Continued

38

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                            JUNE 30,1997

   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 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
   Advisor to be of good standing and creditworthy under guidelines established
   by the Board of Trustees and when, in the judgment of the Advisor, 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 June 30, 1997, the following Funds had securities
   with the following market values on loan (amounts in thousands):

<TABLE>
<CAPTION>
                                                                MARKET VALUE
                                                                 OF LOANED
                                                                 SECURITIES
                                                                ------------
<S>                                                             <C>
Limited Volatility Bond Fund.................................     $112,080
Intermediate Bond Fund.......................................      129,598
Government Bond Fund.........................................       30,498
Income Bond Fund.............................................       86,176
Treasury & Agency Fund.......................................       16,979
</TABLE>

The loaned securities were fully collateralized by cash, U.S. Government
securities, and commercial paper as of June 30, 1997.

SECURITY TRANSACTIONS AND RELATED INCOME

Security transactions are accounted for on a trade date basis. Net realized
gains or losses from 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 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 primarily due to

Continued
                                                                              39
<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                            JUNE 30,1997

differing treatments for mortgage-backed securities, expiring capital loss
carryforwards, and deferrals of certain losses. Permanent book and tax basis
differences have been reclassified among the components of net assets.

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 of the Trust, have
been allocated among the respective funds 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 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.

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. The Trust is registered to offer forty
   series and five classes of shares: Fiduciary, Class A, Class B, Class C and
   Service. Currently, the Trust consists of thirty three active funds and not
   all funds can offer all classes of shares. As of June 30, 1997, no
   shareholders were in Class C or the Service Class of the Funds. 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, 1997 and 1996:

Continued

40

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                            JUNE 30,1997

<TABLE>
<CAPTION>
                                                                              (Amounts in Thousands)

                                                     ULTRA SHORT-TERM           LIMITED VOLATILITY
                                                       INCOME FUND                  BOND FUND             INTERMEDIATE BOND FUND
                                                 ------------------------    ------------------------    ------------------------
                                                 YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED
                                                  JUNE 30,      JUNE 30,      JUNE 30,      JUNE 30,      JUNE 30,      JUNE 30,
                                                    1997        1996(a)         1997          1996          1997          1996
                                                 ----------    ----------    ----------    ----------    ----------    ----------
<S>                                              <C>           <C>           <C>           <C>           <C>           <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
  Proceeds from shares issued.................    $ 77,614      $ 35,008     $ 111,732     $ 196,323     $ 172,698      $102,645
  Proceeds from shares issued in connection
    with acquisition..........................          --            --            --       115,134            --            --
  Proceeds from shares issued in connection
    with conversion...........................          --            --            --            --       207,582            --
  Dividends reinvested........................         148           923         2,151         8,093           661         2,976
  Cost of shares redeemed.....................     (21,314)      (29,367)     (157,344)     (129,046)      (91,579)      (62,091)
                                                  --------      --------     ---------     ---------     ---------      --------
  Change in net assets from Fiduciary Share
    transactions..............................    $ 56,448      $  6,564     $ (43,461)    $ 190,504     $ 289,362      $ 43,530
                                                  ========      ========     =========     =========     =========      ========
CLASS A SHARES:
  Proceeds from shares issued.................    $ 29,729      $  2,666     $   5,026     $ 126,619     $   9,430      $ 12,374
  Proceeds from shares issued in connection
    with acquisition..........................          --            --            --         8,153            --            --
  Dividends reinvested........................         578            89           870           569           671           381
  Cost of shares redeemed.....................      (4,720)       (3,395)       (7,282)     (118,533)       (5,173)       (3,716)
                                                  --------      --------     ---------     ---------     ---------      --------
  Change in net assets from Class A Share
    transactions..............................    $ 25,587      $   (640)    $  (1,386)    $  16,808     $   4,928      $  9,039
                                                  ========      ========     =========     =========     =========      ========
CLASS B SHARES:
  Proceeds from shares issued.................    $  2,207      $  1,030     $     890     $   2,630     $   5,098      $  6,156
  Proceeds from shares issued in connection
    with acquisition..........................          --            --            --           386            --            --
  Dividends reinvested........................          64            16           230           135           332            80
  Cost of shares redeemed.....................        (607)          (55)       (1,152)         (704)       (1,420)         (333)
                                                  --------      --------     ---------     ---------     ---------      --------
  Change in net assets from Class B Share
    transactions..............................    $  1,664      $    991     $     (32)    $   2,447     $   4,010      $  5,903
                                                  ========      ========     =========     =========     =========      ========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
  Issued......................................       7,886         3,560        10,686        19,600        17,457        10,266
  Issued in connection with acquisition.......          --            --            --        10,936            --            --
  Issued in connection with conversion........          --            --            --            --        20,926            --
  Reinvested..................................          15            94           206           768            67           296
  Redeemed....................................      (2,166)       (2,989)      (15,059)      (12,260)       (9,247)       (6,200)
                                                  --------      --------     ---------     ---------     ---------      --------
 Change in Fiduciary Shares..................        5,735           665        (4,167)       19,044        29,203         4,362
                                                  ========      ========     =========     =========     =========      ========
CLASS A SHARES:
  Issued......................................       3,018           269           482        11,297           951         1,231
  Issued in connection with acquisition.......          --            --            --           775            --            --
  Reinvested..................................          59            10            83            54            68            39
  Redeemed....................................        (480)         (344)         (697)      (11,265)         (522)         (373)
                                                  --------      --------     ---------     ---------     ---------      --------
  Change in Class A Shares....................       2,597           (65)         (132)          861           497           897
                                                  ========      ========     =========     =========     =========      ========
CLASS B SHARES:
  Issued......................................         225           105            85           215           515           617
  Issued in connection with acquisition.......          --            --            --            36            --            --
  Reinvested..................................           7             1            22            12            34             8
  Redeemed....................................         (62)           (5)         (110)          (68)         (144)          (34)
                                                  --------      --------     ---------     ---------     ---------      --------
  Change in Class B Shares....................         170           101            (3)          195           405           591
                                                  ========      ========     =========     =========     =========      ========
</TABLE>

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

(a) Previously named the Government ARM Fund.

Continued

                                                                            41

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                            JUNE 30,1997

<TABLE>
<CAPTION>
                                                                               (Amounts in Thousands)
                                                                                                            TREASURY & AGENCY
                                                        GOVERNMENT BOND FUND          INCOME BOND FUND              FUND
                                                      ------------------------    ------------------------    -----------------
                                                      YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED    JANUARY 20, 1997
                                                       JUNE 30,      JUNE 30,      JUNE 30,      JUNE 30,     THROUGH JUNE 30,
                                                         1997          1996          1997          1996            1997(a)
                                                      ----------    ----------    ----------    ----------    -----------------
<S>                                                   <C>           <C>           <C>           <C>           <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
  Proceeds from shares issued......................   $ 217,351     $ 135,419     $ 210,985     $ 154,901         $   6,235
  Proceeds from shares issued in connection with
    acquisition....................................          --       273,384            --            --                --
  Proceeds from shares issued in connection with
    conversion.....................................          --            --       132,470            --           113,243
  Dividends reinvested.............................       1,826         7,234         3,766        12,601                --(b)
  Cost of shares redeemed..........................    (181,374)     (128,141)     (142,285)     (109,230)           (9,231)
                                                      ---------     ---------     ---------     ---------         ---------
  Change in net assets from Fiduciary Share
    transactions...................................   $  37,803     $ 287,896     $ 204,936     $  58,272         $ 110,247
                                                      =========     =========     =========     =========         =========
CLASS A SHARES:
  Proceeds from shares issued......................   $   9,184     $ 307,157     $   7,637     $   6,470         $      94
  Proceeds from shares issued in connection with
    acquisition....................................          --        26,507            --            --                --
  Dividends reinvested.............................       1,575           647           647           391                --(b)
  Cost of shares redeemed..........................     (15,371)     (278,122)       (4,192)       (3,302)               --
                                                      ---------     ---------     ---------     ---------         ---------
  Change in net assets from Class A Share
    transactions...................................   $  (4,612)    $  56,189     $   4,092     $   3,559         $      94
                                                      =========     =========     =========     =========         =========
CLASS B SHARES:
  Proceeds from shares issued......................   $   2,918     $   9,312     $   5,936     $   4,798         $      80
  Proceeds from shares issued in connection with
    acquisition....................................          --         1,973            --            --                --
  Dividends reinvested.............................         480           200           344           114                --(b)
  Cost of shares redeemed..........................      (2,599)         (954)       (1,601)         (558)               --(b)
                                                      ---------     ---------     ---------     ---------         ---------
  Change in net assets from Class B Share
    transactions...................................   $     799     $  10,531     $   4,679     $   4,354         $      80
                                                      =========     =========     =========     =========         =========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
  Issued...........................................      22,536        16,246        22,470        16,245               627
  Issued in connection with acquisition............          --        27,974            --            --                --
  Issued in connection with conversion.............          --            --        14,063            --            11,324
  Reinvested.......................................         190           735           403         1,318                --(b)
  Redeemed.........................................     (18,817)      (12,833)      (15,133)      (11,460)             (927)
                                                      ---------     ---------     ---------     ---------         ---------
  Change in Fiduciary Shares.......................       3,909        32,122        21,803         6,103            11,024
                                                      =========     =========     =========     =========         =========
CLASS A SHARES:
  Issued...........................................         956        28,902           814           680                 9
  Issued in connection with acquisition............          --         2,711            --            --                --
  Reinvested.......................................         164            66            69            41                --(b)
  Redeemed.........................................      (1,593)      (28,451)         (448)         (347)               --
                                                      ---------     ---------     ---------     ---------         ---------
  Change in Class A Shares.........................        (473)        3,228           435           374                 9
                                                      =========     =========     =========     =========         =========
CLASS B SHARES:
  Issued...........................................         302           749           628           500                 8
  Issued in connection with acquisition............          --           202            --            --                --
  Reinvested.......................................          50            20            36            12                --(b)
  Redeemed.........................................        (270)          (99)         (169)          (58)               --(b)
                                                      ---------     ---------     ---------     ---------         ---------
  Change in Class B Shares.........................          82           872           495           454                 8
                                                      =========     =========     =========     =========         =========
</TABLE>

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

(a) Period from commencement of operations.
(b) Dollar and share amounts are less than 1,000.

Continued

42

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                            JUNE 30,1997

4. INVESTMENT ADVISORY, ADMINISTRATIVE, AND DISTRIBUTION AGREEMENTS:

   The Trust and 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
   net assets: 0.60% of the Income Bond Fund, the Intermediate Bond Fund and the
   Limited Volatility Bond Fund; 0.55% of the Ultra Short-Term Income Fund;
   0.45% of the Government Bond Fund; and 0.40% of the Treasury & Agency Fund.

   The Trust and The One Group Services Company (the "Administrator"), a
   wholly-owned subsidiary of The BISYS Group, Inc., are parties to an
   administrative agreement under which the Administrator provides services for
   a fee that is computed daily and paid monthly, at an annual rate of 0.20% on
   the first $1.5 billion of Trust net assets (excluding the Investor Growth
   Fund, the Investor Growth & Income Fund, the Investor Conservative Growth
   Fund and the Investor Balanced Fund (the "Investor Funds") and 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 Investor Funds and the Institutional Money Market
   Funds); and 0.16% of Trust net assets (excluding the Investor Funds and the
   Institutional Money Market Funds) over $2 billion. The Advisor also serves as
   Sub-Administrator to each fund of the Trust, pursuant to an agreement between
   the Administrator and the Advisor. Pursuant to this agreement, the Advisor
   performs many of the Administrator's duties, for which the Advisor receives a
   fee paid by the Administrator.

   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 and Class B Shares are subject to a distribution
   and shareholder services plan (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, 0.75% of average daily net assets of the Class B Shares
   of Ultra Short-Term Income Fund, Limited Volatility Bond Fund and Treasury &
   Agency Fund and 0.90% of average daily net assets of Intermediate Bond Fund,
   Government Bond Fund and Income Bond 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 Plans 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. For the period ended June 30, 1997, the Distributor
   received $952,230 from commissions earned on sales of Class A Shares and
   redemptions of Class B Shares, of which the Distributor re-allowed $936,799
   to affiliated broker-dealers of the Funds.

   Certain officers of the Trust are affiliated with the Administrator. Such
   officers receive no compensation from the Funds for serving in their
   respective roles.

Continued

                                                                              43

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                            JUNE 30,1997

   The Advisor, the Administrator and the Distributor voluntarily agreed to
   waive a portion of their fees. For the period ended June 30, 1997, fees in
   the following amounts were waived (amounts in thousands):

<TABLE>
<CAPTION>
                                                                                                  12B-1 FEES
                                                            INVESTMENT                              WAIVED
                                                           ADVISORY FEES    ADMINISTRATION    ------------------
                                                              WAIVED         FEES WAIVED      CLASS A    CLASS B
                                                           -------------    --------------    -------    -------
   <S>                                                     <C>              <C>               <C>        <C>
   Ultra Short-Term Income Fund.........................      $   343            $ 96           $13        $ 5
   Limited Volatility Bond Fund.........................        1,831              --            21         15
   Intermediate Bond Fund...............................        1,092              --            15          8
   Government Bond Fund.................................          195             220            37         11
   Income Bond Fund.....................................        1,291              --            12          9
   Treasury & Agency Fund...............................           99              68            --         --
</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 period
   ended June 30, 1997 were as follows (amounts in thousands):

<TABLE>
<CAPTION>
                                                               U.S. GOVERNMENT
                                                                 SECURITIES            OTHER SECURITIES
                                                            ---------------------    ---------------------
                                                            PURCHASES     SALES      PURCHASES     SALES
                                                            ---------    --------    ---------    --------
   <S>                                                      <C>          <C>         <C>          <C>
   Ultra Short-Term Income Bond Fund.....................   $ 103,208    $ 55,715    $  32,312    $  7,013
   Limited Volatility Bond Fund..........................     236,987     337,634      149,624     100,204
   Intermediate Bond Fund................................     356,607     175,250      147,606      40,473
   Government Bond Fund..................................     461,056     424,490           --          --
   Income Bond Fund......................................     273,442     191,748      299,740     154,985
   Treasury & Agency Fund................................      60,025      63,239           --          --
</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.

7. REORGANIZATIONS:

   The Trust entered an Agreement and Plan of Reorganization ("Reorganization")
   with Paragon pursuant to which all of the assets and liabilities of each
   Paragon Fund transferred to a fund of The One Group in exchange for shares of
   the corresponding fund of The One Group. The Paragon Short-Term Government
   Fund and the Paragon Intermediate-Term Bond Fund transferred their assets and
   liabilities to the Limited Volatility Bond Fund and the Government Bond Fund,
   respectively. The Reorganization, which qualified as a tax-free exchange for
   Federal income tax purposes, was completed on March 25, 1996 following
   approval by shareholders of Paragon at a special shareholder meeting. The
   following is a summary of shares outstanding, net assets, net asset value per
   share and unrealized appreciation immediately before and after the
   Reorganization (amounts in thousands except net asset value):

Continued

44

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                            JUNE 30,1997

<TABLE>
<CAPTION>                                                                                        AFTER
                                                                    BEFORE REORGANIZATION   REORGANIZATION
                                                                  -----------------------  -----------------
                                                                   PARAGON
                                                                  SHORT-TERM     LIMITED        LIMITED
                                                                  GOVERNMENT    VOLATILITY     VOLATILITY
                                                                     FUND       BOND FUND      BOND FUND
                                                                  ----------    ---------    --------------
   <S>                                                            <C>           <C>          <C>
   Shares......................................................      12,208       39,898          51,646
   Net Assets..................................................    $123,673     $420,044        $543,717
   Net Asset Value:
     Fiduciary.................................................                 $  10.53        $  10.53
     Class A...................................................    $  10.13     $  10.52        $  10.52
     Class B...................................................    $  10.13     $  10.59        $  10.59
   Unrealized Appreciation (Depreciation)......................    $   (785)    $  4,397        $  3,612
</TABLE>

<TABLE>
<CAPTION>
                                                                                                  AFTER
                                                                   BEFORE REORGANIZATION       REORGANIZATION
                                                                ---------------------------    --------------
                                                                   PARAGON
                                                                INTERMEDIATE-
                                                                  TERM BOND      GOVERNMENT      GOVERNMENT
                                                                    FUND         BOND FUND       BOND FUND
                                                                -------------    ----------    --------------
   <S>                                                          <C>              <C>           <C>
   Shares....................................................        29,536         44,653          75,540
   Net Assets................................................     $ 301,865       $436,393        $738,258
   Net Asset Value:
     Fiduciary...............................................                     $   9.77        $   9.77
     Class A.................................................     $   10.22       $   9.78        $   9.78
     Class B.................................................     $   10.25       $   9.77        $   9.77
   Unrealized Appreciation...................................     $   2,883       $  5,934        $  8,817
</TABLE>

   Additionally, the Limited Volatility Bond Fund and the Government Bond Fund
   had capital loss carryforwards from Paragon of approximately $1,106,000 and
   $3,757,000, respectively.

8. CONVERSION OF COMMON TRUST FUNDS:

   On January 20, 1997, the net assets of certain common trust funds managed by
   the Advisor were exchanged in a tax-free conversion for shares of the
   corresponding One Group Funds. The transaction was accounted for by a method
   followed for tax purposes in a tax-free business combination. The following
   is a summary of shares issued, net assets converted, net asset value per
   share issued and unrealized appreciation of assets acquired as of the
   conversion date (amounts in thousands except per share amounts):

<TABLE>
<CAPTION>
                                                                                     NET ASSET
                                                                                       VALUE
                                                             SHARES    NET ASSETS    PER SHARE      UNREALIZED
                                                             ISSUED    CONVERTED       ISSUED      APPRECIATION
                                                             ------    ----------    ----------    ------------
   <S>                                                       <C>       <C>           <C>           <C>
   Income Bond Fund.......................................   14,063     $132,470       $ 9.42         $4,511
   Intermediate Bond Fund.................................   20,926     $207,582       $ 9.92         $1,740
   Treasury & Agency Fund.................................   11,324     $113,243       $10.00         $1,909
</TABLE>

Continued

                                                                             45

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                            JUNE 30,1997

9. FEDERAL TAX INFORMATION (UNAUDITED):

   At June 30, 1997 the following Funds have capital loss carryforwards which
   are available to offset future capital gains, if any (amounts in thousands):

<TABLE>
<CAPTION>
                                                                                CAPITAL LOSS
                                                                             CARRYFORWARD (000)    EXPIRES
                                                                             ------------------    -------
   <S>                                                                       <C>                   <C>
   Ultra Short-Term Income Fund...........................................         $2,283            2003
   Ultra Short-Term Income Fund...........................................          1,065            2004
   Ultra Short-Term Income Fund...........................................            682            2005
   Limited Volatility Bond Fund...........................................            197            2000
   Limited Volatility Bond Fund...........................................            165            2001
   Limited Volatility Bond Fund...........................................            443            2002
   Limited Volatility Bond Fund...........................................          2,720            2003
   Limited Volatility Bond Fund...........................................          3,301            2004
   Limited Volatility Bond Fund...........................................            651            2005
   Intermediate Bond Fund.................................................            222            2000
   Intermediate Bond Fund.................................................            845            2001
   Intermediate Bond Fund.................................................          1,321            2002
   Intermediate Bond Fund.................................................          1,980            2003
   Intermediate Bond Fund.................................................            530            2005
   Government Bond Fund...................................................          2,565            2002
   Government Bond Fund...................................................         10,809            2003
   Government Bond Fund...................................................          5,314            2004
   Income Bond Fund.......................................................         50,654            2003
   Income Bond Fund.......................................................          1,963            2004
</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, 1998 (amounts in thousands):

<TABLE>
<CAPTION>
                                                                         POST-OCTOBER
                                                                     CAPITAL LOSSES (000)
                                                                     --------------------
   <S>                                                               <C>
   Ultra Short-Term Income Fund...................................          $   37
   Limited Volatility Bond Fund...................................           3,705
   Intermediate Bond Fund.........................................             384
   Government Bond Fund...........................................           2,425
   Income Bond Fund...............................................           2,089
</TABLE>

Continued

46

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                          ULTRA SHORT-TERM INCOME FUND
                                                             ------------------------------------------------------
                                                                                   FIDUCIARY
                                                             ------------------------------------------------------
                                                                              YEARS ENDED JUNE 30,
                                                             ------------------------------------------------------
                                                               1997       1996       1995        1994      1993(a)
                                                             --------    -------    -------    --------    --------
<S>                                                          <C>         <C>        <C>        <C>         <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.....................................   $   9.79    $  9.84    $  9.85    $  10.03    $  10.00
                                                             --------    -------    -------    --------    --------
Investment Activities
  Net investment income...................................       0.62       0.62       0.55        0.36        0.17
  Net realized and unrealized gains (losses) from
    investments
    and futures...........................................       0.05      (0.07)     (0.05)      (0.15)       0.03
                                                             --------    -------    -------    --------    --------
    Total from Investment Activities......................       0.67       0.55       0.50        0.21        0.20
                                                             --------    -------    -------    --------    --------
Distributions
  Net investment income...................................      (0.59)     (0.60)     (0.48)      (0.37)      (0.17)
  In excess of net investment income......................         --         --      (0.03)      (0.02)         --
                                                             --------    -------    -------    --------    --------
    Total Distributions...................................      (0.59)     (0.60)     (0.51)      (0.39)      (0.17)
                                                             --------    -------    -------    --------    --------
NET ASSET VALUE,
  END OF PERIOD...........................................   $   9.87    $  9.79    $  9.84    $   9.85    $  10.03
                                                             ========    =======    =======    ========    ========
Total Return..............................................       7.14%      5.71%      5.14%       2.16%       4.93%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).......................   $114,413    $57,276    $51,050    $139,593    $154,413
  Ratio of expenses to average net assets.................       0.35%      0.45%      0.61%       0.65%       0.58%(b)
  Ratio of net investment income to average net assets....       6.02%      6.20%      5.18%       3.70%       4.71%(b)
  Ratio of expenses to average net assets*................       0.81%      1.06%      1.01%       0.81%       1.03%(b)
  Ratio of net investment income to average net assets*...       5.56%      5.59%      4.78%       3.54%       4.26%(b)
  Portfolio Turnover (c)..................................      70.36%     67.65%      2.91%     242.20%     109.96%
</TABLE>

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

 *  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 2, 1993.
(b) Annualized.
(c) 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.

                                                                              47

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                             ULTRA SHORT-TERM INCOME FUND
                                                                  --------------------------------------------------
                                                                                       CLASS A
                                                                  --------------------------------------------------
                                                                                 YEARS ENDED JUNE 30,
                                                                  --------------------------------------------------
                                                                   1997       1996      1995      1994      1993(a)
                                                                  -------    ------    ------    -------    --------
<S>                                                               <C>        <C>       <C>       <C>        <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD..........................................   $  9.78    $ 9.83    $ 9.84    $ 10.03     $10.00
                                                                  -------    ------    ------    -------    -------
Investment Activities
  Net investment income........................................      0.58      0.58      0.52       0.36       0.14
  Net realized and unrealized gains (losses) from investments
    and futures................................................      0.09     (0.06)    (0.06)     (0.17)      0.03
                                                                  -------    ------    ------    -------    -------
    Total from Investment Activities...........................      0.67      0.52      0.46       0.19       0.17
                                                                  -------    ------    ------    -------    -------
Distributions
  Net investment income........................................     (0.58)    (0.57)    (0.46)     (0.34)     (0.14)
  In excess of net investment income...........................        --        --     (0.01)     (0.04)        --
                                                                  -------    ------    ------    -------    -------
    Total Distributions........................................     (0.58)    (0.57)    (0.47)     (0.38)     (0.14)
                                                                  -------    ------    ------    -------    -------
NET ASSET VALUE,
  END OF PERIOD................................................   $  9.87    $ 9.78    $ 9.83    $  9.84     $10.03
                                                                  -------    ------    ------    -------     ------
Total Return (Excludes Sales Charge)...........................      7.00%     5.42%     4.84%      1.95%      4.78%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)............................   $29,643    $3,969    $4,631    $19,053     $3,106
  Ratio of expenses to average net assets......................      0.61%     0.70%     0.86%      0.89%      0.81%(b)
  Ratio of net investment income to average net assets.........      5.78%     5.95%     4.88%      3.54%      4.47%(b)
  Ratio of expenses to average net asset*......................      1.17%     1.41%     1.36%      1.14%      1.34%(b)
  Ratio of net investment income to average net asset*.........      5.22%     5.24%     4.38%      3.29%      3.95%(b)
  Portfolio Turnover (c).......................................     70.36%    67.65%     2.91%    242.20%    109.96%
</TABLE>

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

 *  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 offering on March 10, 1993.
(b) Annualized.
(c) 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.

48

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                                  ULTRA SHORT-TERM INCOME FUND
                                                                             --------------------------------------
                                                                                            CLASS B
                                                                             --------------------------------------
                                                                                      YEARS ENDED JUNE 30,
                                                                             --------------------------------------
                                                                              1997      1996      1995     1994(a)
                                                                             ------    ------    ------    --------
<S>                                                                          <C>       <C>       <C>       <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.....................................................   $ 9.76    $ 9.84    $ 9.86    $  9.98
                                                                             ------    ------    ------    -------
Investment Activities
  Net investment income...................................................     0.54      0.52      0.47       0.12
  Net realized and unrealized gains (losses) from investments and
    futures...............................................................     0.05     (0.07)    (0.04)     (0.11)
                                                                             ------    ------    ------    -------
    Total from Investment Activities......................................     0.59      0.45      0.43       0.01
                                                                             ------    ------    ------    -------
Distributions
  Net investment income...................................................    (0.54)    (0.53)    (0.45)     (0.12)
  In excess of net investment income......................................       --        --        --      (0.01)
                                                                             ------    ------    ------    -------
    Total Distributions...................................................    (0.54)    (0.53)    (0.45)     (0.13)
                                                                             ------    ------    ------    -------
NET ASSET VALUE,
  END OF PERIOD...........................................................   $ 9.81    $ 9.76    $ 9.84    $  9.86
                                                                             ======    ======    ======    =======
Total Return (Excludes Sales Charge)......................................     6.22%     4.63%     4.77%     (0.09)% (b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).......................................   $2,818    $1,144    $  160    $    15
  Ratio of expenses to average net assets.................................     1.07%     1.20%     1.31%      1.41% (c)
  Ratio of net investment income to average net assets....................     5.18%     5.45%     4.91%      3.49% (c)
  Ratio of expenses to average net assets*................................     1.81%     2.06%     1.96%      1.83% (c)
  Ratio of net investment income to average net assets*...................     4.44%     4.59%     4.26%      3.07% (c)
  Portfolio Turnover (d)..................................................    70.36%    67.65%     2.91%    242.20%
</TABLE>

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

 *  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 offering on January 14, 1994.
(b) Not annualized.
(c) Annualized.
(d) 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

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                         LIMITED VOLATILITY BOND FUND
                                                           --------------------------------------------------------
                                                                                  FIDUCIARY
                                                           --------------------------------------------------------
                                                                             YEARS ENDED JUNE 30,
                                                           --------------------------------------------------------
                                                             1997        1996        1995        1994        1993
                                                           --------    --------    --------    --------    --------
<S>                                                        <C>         <C>         <C>         <C>         <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD...................................   $  10.42    $  10.53    $  10.33    $  10.87    $  10.72
                                                           --------    --------    --------    --------    --------
Investment Activities
  Net investment income.................................       0.63        0.64        0.60        0.54        0.61
  Net realized and unrealized gains (losses) from
    investments
    and futures.........................................       0.05       (0.11)       0.19       (0.45)       0.25
                                                           --------    --------    --------    --------    --------
    Total from Investment Activities....................       0.68        0.53        0.79        0.09        0.86
                                                           --------    --------    --------    --------    --------
Distributions
  Net investment income.................................      (0.63)      (0.64)      (0.59)      (0.55)      (0.62)
  In excess of net investment income....................         --          --          --       (0.02)         --
  Net realized gains....................................         --          --          --       (0.06)      (0.09)
                                                           --------    --------    --------    --------    --------
    Total Distributions.................................      (0.63)      (0.64)      (0.59)      (0.63)      (0.71)
                                                           --------    --------    --------    --------    --------
NET ASSET VALUE,
  END OF PERIOD.........................................   $  10.47    $  10.42    $  10.53    $  10.33    $  10.87
                                                           ========    ========    ========    ========    ========
Total Return............................................       6.75%       5.13%       7.96%       0.79%       8.27%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).....................   $563,979    $604,916    $410,746    $447,394    $397,820
  Ratio of expenses to average net assets...............       0.51%       0.51%       0.52%       0.50%       0.56%
  Ratio of net investment income to average net
    assets..............................................       6.06%       6.06%       5.82%       5.10%       5.70%
  Ratio of expenses to average net assets*..............       0.81%       0.82%       0.85%       0.85%       0.90%
  Ratio of net investment income to average net
    assets*.............................................       5.76%       5.75%       5.49%       4.75%       5.36%
  Portfolio Turnover (a)................................      66.61%      75.20%      76.43%      30.61%      40.28%
</TABLE>

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

 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) 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.

50

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                           LIMITED VOLATILITY BOND FUND
                                                                ---------------------------------------------------
                                                                                      CLASS A
                                                                ---------------------------------------------------
                                                                               YEARS ENDED JUNE 30,
                                                                ---------------------------------------------------
                                                                 1997       1996       1995       1994       1993
                                                                -------    -------    -------    -------    -------
<S>                                                             <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD........................................   $ 10.41    $ 10.52    $ 10.32    $ 10.87    $ 10.72
                                                                -------    -------    -------    -------    -------
Investment Activities
  Net investment income......................................      0.61       0.63       0.56       0.52       0.59
  Net realized and unrealized gains (losses) from investments
    and futures..............................................      0.05      (0.13)      0.21      (0.46)      0.24
                                                                -------    -------    -------    -------    -------
    Total from Investment Activities.........................      0.66       0.50       0.77       0.06       0.83
                                                                -------    -------    -------    -------    -------
Distributions
  Net investment income......................................     (0.61)     (0.61)     (0.56)     (0.51)     (0.59)
  In excess of net investment income.........................        --         --      (0.01)     (0.04)        --
  Net realized gains.........................................        --         --         --      (0.06)     (0.09)
                                                                -------    -------    -------    -------    -------
    Total Distributions......................................     (0.61)     (0.61)     (0.57)     (0.61)     (0.68)
                                                                -------    -------    -------    -------    -------
NET ASSET VALUE,
  END OF PERIOD..............................................   $ 10.46    $ 10.41    $ 10.52    $ 10.32    $ 10.87
                                                                =======    =======    =======    =======    =======
Total Return (Excludes Sales Charge).........................      6.47%      4.86%      7.67%      0.49%      8.04%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)..........................   $20,055    $21,343    $12,516    $15,216    $15,719
  Ratio of expenses to average net assets....................      0.76%      0.76%      0.77%      0.75%      0.76%
  Ratio of net investment income to average net assets.......      5.81%      5.81%      5.57%      4.92%      5.35%
  Ratio of expenses to average net assets*...................      1.16%      1.17%      1.20%      1.20%      1.27%
  Ratio of net investment income to average net assets*......      5.41%      5.40%      5.14%      4.47%      4.84%
  Portfolio Turnover (a).....................................     66.61%     75.20%     76.43%     30.61%     40.28%
</TABLE>

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

 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) 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.

                                                                              51

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                                  LIMITED VOLATILITY BOND FUND
                                                                             --------------------------------------
                                                                                            CLASS B
                                                                             --------------------------------------
                                                                                      YEARS ENDED JUNE 30,
                                                                             --------------------------------------
                                                                              1997      1996      1995     1994(a)
                                                                             ------    ------    ------    --------
<S>                                                                          <C>       <C>       <C>       <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.....................................................   $10.49    $10.60    $10.40     $10.78
                                                                             ------    ------    ------     ------
Investment Activities
  Net investment income...................................................     0.55      0.55      0.53       0.17
  Net realized and unrealized gains (losses) from investments and
    futures...............................................................     0.04     (0.10)     0.19      (0.37)
                                                                             ------    ------    ------     ------
    Total from Investment Activities......................................     0.59      0.45      0.72      (0.20)
                                                                             ------    ------    ------     ------
Distributions
  Net investment income...................................................    (0.55)    (0.56)    (0.52)     (0.15)
  In excess of net realized gains.........................................       --        --        --      (0.03)
                                                                             ------    ------    ------     ------
    Total Distributions...................................................    (0.55)    (0.56)    (0.52)     (0.18)
                                                                             ------    ------    ------     ------
NET ASSET VALUE,
  END OF PERIOD...........................................................   $10.53    $10.49    $10.60     $10.40
                                                                             ======    ======    ======     ======
Total Return (Excludes Sales Charge)......................................     5.74%     4.28%     7.18%     (1.81)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).......................................   $4,920    $4,923    $2,906     $1,974
  Ratio of expenses to average net assets.................................     1.20%     1.26%     1.28%      1.26%(c)
  Ratio of net investment income to average net assets....................     5.21%     5.31%     5.10%      4.39%(c)
  Ratio of expenses to average net assets*................................     1.81%     1.82%     1.86%      1.86%(c)
  Ratio of net investment income to average net assets*...................     4.60%     4.75%     4.52%      3.79%(c)
  Portfolio Turnover (d)..................................................    66.61%    75.20%    76.43%     30.61%
</TABLE>

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

 *  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 B Shares commenced offering on January 14, 1994.
(b) Not annualized.
(c) Annualized.
(d) 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.

52

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                             INTERMEDIATE BOND FUND
                                                             ------------------------------------------------------
                                                                                   FIDUCIARY
                                                             ------------------------------------------------------
                                                                              YEARS ENDED JUNE 30,
                                                             ------------------------------------------------------
                                                               1997        1996        1995       1994       1993
                                                             --------    --------    --------    -------    -------
<S>                                                          <C>         <C>         <C>         <C>        <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.....................................   $   9.84    $  10.01    $   9.72    $ 10.51    $ 10.09
                                                             --------    --------    --------    -------    -------
Investment Activities
  Net investment income...................................       0.65        0.66        0.66       0.60       0.63
  Net realized and unrealized gains (losses) from
    investments
    and futures...........................................       0.08       (0.17)       0.29      (0.67)      0.42
                                                             --------    --------    --------    -------    -------
    Total from Investment Activities......................       0.73        0.49        0.95      (0.07)      1.05
                                                             --------    --------    --------    -------    -------
Distributions
  Net investment income...................................      (0.65)      (0.66)      (0.66)     (0.60)     (0.63)
  In excess of net investment income......................         --          --          --      (0.02)        --
  Net realized gains......................................         --          --          --      (0.10)        --
                                                             --------    --------    --------    -------    -------
    Total Distributions...................................      (0.65)      (0.66)      (0.66)     (0.72)     (0.63)
                                                             --------    --------    --------    -------    -------
NET ASSET VALUE,
  END OF PERIOD...........................................   $   9.92    $   9.84    $  10.01    $  9.72    $ 10.51
                                                             ========    ========    ========    =======    =======
Total Return..............................................       7.68%       4.95%      10.15%     (0.74)%    10.67%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).......................   $522,423    $230,812    $191,216    $98,483    $44,252
  Ratio of expenses to average net assets.................       0.54%       0.54%       0.56%      0.32%      0.39%
  Ratio of net investment income to average net assets....       6.63%       6.56%       6.88%      6.04%      6.14%
  Ratio of expenses to average net assets*................       0.81%       0.87%       0.99%      0.87%      1.17%
  Ratio of net investment income to average net assets*...       6.36%       6.23%       6.45%      5.49%      5.36%
  Portfolio Turnover (a)..................................      55.91%     101.06%      99.71%     85.62%     21.51%
</TABLE>

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

 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) 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.

                                                                             53

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                                       INTERMEDIATE BOND FUND
                                                                                   ------------------------------
                                                                                              CLASS A
                                                                                   ------------------------------
                                                                                        YEARS ENDED JUNE 30,
                                                                                   ------------------------------
                                                                                    1997       1996      1995(a)
                                                                                   -------    -------    --------
<S>                                                                                <C>        <C>        <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD...........................................................   $  9.87    $ 10.04     $ 9.45
                                                                                   -------    -------     ------
Investment Activities
  Net investment income.........................................................      0.63       0.64       0.37
  Net realized and unrealized gains (losses) from investments and futures.......      0.08      (0.17)      0.59
                                                                                   -------    -------     ------
    Total from Investment Activities............................................      0.71       0.47       0.96
                                                                                   -------    -------     ------
Distributions
  Net investment income.........................................................     (0.63)     (0.64)     (0.37)
                                                                                   -------    -------     ------
    Total Distributions.........................................................     (0.63)     (0.64)     (0.37)
                                                                                   -------    -------     ------
NET ASSET VALUE,
  END OF PERIOD.................................................................   $  9.95    $  9.87     $10.04
                                                                                   =======    =======     ======
Total Return (Excludes Sales Charge)............................................      7.40%      4.77%     10.29%(b)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).............................................   $18,763    $13,706     $4,941
  Ratio of expenses to average net assets.......................................      0.78%      0.79%      0.83%(c)
  Ratio of net investment income to average net assets..........................      6.35%      6.31%      6.64%(c)
  Ratio of expenses to average net assets*......................................      1.16%      1.22%      1.66%(c)
  Ratio of net investment income to average net assets*.........................      5.97%      5.88%      5.81%(c)
  Portfolio Turnover (d)........................................................     55.91%    101.06%     99.71
</TABLE>

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

 *  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 operations November 30, 1994.
(b) Not annualized.
(c) Annualized.
(d) 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.

54

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                                       INTERMEDIATE BOND FUND
                                                                                   ------------------------------
                                                                                              CLASS B
                                                                                   ------------------------------
                                                                                        YEARS ENDED JUNE 30,
                                                                                   ------------------------------
                                                                                    1997       1996      1995(a)
                                                                                   -------    -------    --------
<S>                                                                                <C>        <C>        <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD...........................................................   $  9.83    $ 10.01     $ 9.45
                                                                                   -------    -------     ------
Investment Activities
  Net investment income.........................................................      0.56       0.58       0.23
  Net realized and unrealized gains (losses) from investments and futures.......      0.09      (0.18)      0.56
                                                                                   -------    -------     ------
    Total from Investment Activities............................................      0.65       0.40       0.79
                                                                                   -------    -------     ------
Distributions
  Net investment income.........................................................     (0.56)     (0.58)     (0.23)
                                                                                   -------    -------     ------
    Total Distributions.........................................................     (0.56)     (0.58)     (0.23)
                                                                                   -------    -------     ------
NET ASSET VALUE,
  END OF PERIOD.................................................................   $  9.92    $  9.83     $10.01
                                                                                   =======    =======     ======
Total Return (Excludes Sales Charge)............................................      6.83%      4.10%      8.22%(b)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).............................................   $10,152    $ 6,077     $  266
  Ratio of expenses to average net assets.......................................      1.44%      1.44%      1.51%(c)
  Ratio of net investment income to average net assets..........................      5.71%      5.66%      6.15%(c)
  Ratio of expenses to average net assets*......................................      1.81%      1.87%      2.34%(c)
  Ratio of net investment income to average net assets*.........................      5.34%      5.23%      5.31%(c)
  Portfolio Turnover (d)........................................................     55.91%    101.06%     99.71%
</TABLE>

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

 *  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 November 30, 1994.
(b) Not annualized.
(c) Annualized.
(d) 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

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                             GOVERNMENT BOND FUND
                                                            -------------------------------------------------------
                                                                                   FIDUCIARY
                                                            -------------------------------------------------------
                                                                             YEARS ENDED JUNE 30,
                                                            -------------------------------------------------------
                                                              1997        1996        1995        1994      1993(a)
                                                            --------    --------    --------    --------    -------
<S>                                                         <C>         <C>         <C>         <C>         <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD....................................   $   9.56    $   9.81    $   9.35    $  10.15    $ 10.00
                                                            --------    --------    --------    --------    -------
Investment Activities
  Net investment income..................................       0.62        0.62        0.62        0.51       0.20
  Net realized and unrealized gains (losses) from
    investments and futures..............................       0.13       (0.25)       0.46       (0.77)      0.15
                                                            --------    --------    --------    --------    -------
    Total from Investment Activities.....................       0.75        0.37        1.08       (0.26)      0.35
                                                            --------    --------    --------    --------    -------
Distributions
  Net investment income..................................      (0.62)      (0.62)      (0.61)      (0.50)     (0.20)
  In excess of net investment income.....................         --          --       (0.01)      (0.02)        --
  In excess of net realized gains........................         --          --          --       (0.02)        --
                                                            --------    --------    --------    --------    -------
    Total Distributions..................................      (0.62)      (0.62)      (0.62)      (0.54)     (0.20)
                                                            --------    --------    --------    --------    -------
NET ASSET VALUE,
  END OF PERIOD..........................................   $   9.69    $   9.56    $   9.81    $   9.35    $ 10.15
                                                            ========    ========    ========    ========    =======
Total Return.............................................       8.10%       3.81%      12.04%      (2.73)%     9.03%(b)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)......................   $724,423    $677,326    $379,826    $209,692    $52,152
  Ratio of expenses to average net assets................       0.62%       0.68%       0.71%       0.68%      0.69%(b)
  Ratio of net investment income to average net assets...       6.45%       6.34%       6.65%       5.13%      5.43%(b)
  Ratio of expenses to average net assets*...............       0.68%       0.69%       0.73%       0.71%      1.05%(b)
  Ratio of net investment income to average net
    assets*..............................................       6.39%       6.33%       6.63%       5.10%      5.07%(b)
  Portfolio Turnover (c).................................      60.53%      62.70%     106.14%     377.78%    139.24%
</TABLE>

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

 *  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 offering on February 8, 1993.
(b) Annualized.
(c) 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

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                               GOVERNMENT BOND FUND
                                                                ---------------------------------------------------
                                                                                      CLASS A
                                                                ---------------------------------------------------
                                                                               YEARS ENDED JUNE 30,
                                                                ---------------------------------------------------
                                                                 1997       1996       1995       1994      1993(a)
                                                                -------    -------    -------    -------    -------
<S>                                                             <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD........................................   $  9.56    $  9.81    $  9.35    $ 10.17    $ 10.22
                                                                -------    -------    -------    -------    -------
Investment Activities
  Net investment income......................................      0.60       0.60       0.61       0.48       0.17
  Net realized and unrealized gains (losses) from investments
    and futures..............................................      0.13      (0.25)      0.45      (0.79)     (0.05)
                                                                -------    -------    -------    -------    -------
    Total from Investment Activities.........................      0.73       0.35       1.06      (0.31)      0.12
                                                                -------    -------    -------    -------    -------
Distributions
  Net investment income......................................     (0.60)     (0.60)     (0.59)     (0.47)     (0.17)
  In excess of net investment income.........................        --         --      (0.01)     (0.02)        --
  In excess of net realized gains............................        --         --         --      (0.02)        --
                                                                -------    -------    -------    -------    -------
    Total Distributions......................................     (0.60)     (0.60)     (0.60)     (0.51)     (0.17)
                                                                -------    -------    -------    -------    -------
NET ASSET VALUE,
  END OF PERIOD..............................................   $  9.69    $  9.56    $  9.81    $  9.35    $ 10.17
                                                                =======    =======    =======    =======    =======
Total Return (Excludes Sales Charge).........................      7.83%      3.58%     11.84%     (3.16)%     5.35%(b)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)..........................   $34,727    $38,800    $ 8,130    $ 1,690    $   840
  Ratio of expenses to average net assets....................      0.87%      0.93%      0.97%      0.92%      0.95%(b)
  Ratio of net investment income to average net assets.......      6.20%      6.09%      6.46%      4.84%      5.56%(b)
  Ratio of expenses to average net assets*...................      1.03%      1.04%      1.09%      1.05%      1.44%(b)
  Ratio of net investment income to average net assets*......      6.04%      5.98%      6.34%      4.71%      5.07%(b)
  Portfolio Turnover (c).....................................     60.53%     62.70%    106.14%    377.78%    139.24%
</TABLE>

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

 *  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 March 6, 1993.
(b) Annualized.
(c) 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.

                                                                              57

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                    GOVERNMENT BOND FUND
                                                                          ----------------------------------------
                                                                                          CLASS B
                                                                          ----------------------------------------
                                                                                    YEARS ENDED JUNE 30,
                                                                          ----------------------------------------
                                                                           1997       1996       1995      1994(a)
                                                                          -------    -------    -------    -------
<S>                                                                       <C>        <C>        <C>        <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD..................................................   $  9.56    $  9.81    $  9.35    $ 10.04
                                                                          -------    -------    -------    -------
Investment Activities
  Net investment income................................................      0.54       0.54       0.55       0.18
  Net realized and unrealized gains (losses) from investments and
    futures............................................................      0.13      (0.25)      0.46      (0.69)
                                                                          -------    -------    -------    -------
    Total from Investment Activities...................................      0.67       0.29       1.01      (0.51)
                                                                          -------    -------    -------    -------
Distributions
  Net investment income................................................     (0.54)     (0.54)     (0.55)     (0.16)
  In excess of net investment income...................................        --         --         --      (0.02)
                                                                          -------    -------    -------    -------
    Total Distributions................................................     (0.54)     (0.54)     (0.55)     (0.18)
                                                                          -------    -------    -------    -------
NET ASSET VALUE,
  END OF PERIOD........................................................   $  9.69    $  9.56    $  9.81    $  9.35
                                                                          =======    =======    =======    =======
Total Return (Excludes Sales Charge)...................................      7.14%      2.95%     11.20%     (4.99)%(b)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)....................................   $11,729    $10,782    $ 2,513    $   656
  Ratio of expenses to average net assets..............................      1.52%      1.58%      1.62%      1.52%(c)
  Ratio of net investment income to average net assets.................      5.55%      5.44%      5.76%      4.60%(c)
  Ratio of expenses to average net assets*.............................      1.68%      1.69%      1.74%      1.63%(c)
  Ratio of net investment income to average net assets*................      5.39%      5.33%      5.64%      4.49%(c)
  Portfolio Turnover (d)...............................................     60.53%     62.70%    106.14%    377.78%
</TABLE>

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

 *  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 B Shares commenced offering on January 14, 1994.
(b) Not annualized.
(c) Annualized.
(d) 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.

58

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                               INCOME BOND FUND
                                                           --------------------------------------------------------
                                                                                  FIDUCIARY
                                                           --------------------------------------------------------
                                                                             YEARS ENDED JUNE 30,
                                                           --------------------------------------------------------
                                                             1997        1996        1995        1994        1993
                                                           --------    --------    --------    --------    --------
<S>                                                        <C>         <C>         <C>         <C>         <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD...................................   $   9.33    $   9.54    $   9.23    $  10.43    $  10.18
                                                           --------    --------    --------    --------    --------
Investment Activities
  Net investment income.................................       0.64        0.65        0.64        0.54        0.66
  Net realized and unrealized gains (losses) from
    investments and futures.............................       0.09       (0.21)       0.35       (0.74)       0.38
                                                           --------    --------    --------    --------    --------
    Total from Investment Activities....................       0.73        0.44        0.99       (0.20)       1.04
                                                           --------    --------    --------    --------    --------
Distributions
  Net investment income.................................      (0.64)      (0.65)      (0.64)      (0.57)      (0.66)
  Net realized gains....................................         --          --       (0.04)      (0.43)      (0.13)
                                                           --------    --------    --------    --------    --------
    Total Distributions.................................      (0.64)      (0.65)      (0.68)      (1.00)      (0.79)
                                                           --------    --------    --------    --------    --------
NET ASSET VALUE,
  END OF PERIOD.........................................   $   9.42    $   9.33    $   9.54    $   9.23    $  10.43
                                                           ========    ========    ========    ========    ========
Total Return............................................       8.10%       4.62%      11.29%      (2.54)%     10.62%

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).....................   $730,754    $520,239    $474,124    $560,071    $483,291
  Ratio of expenses to average net assets...............       0.60%       0.59%       0.59%       0.53%       0.56%
  Ratio of net investment income to average net
    assets..............................................       6.85%       6.76%       6.94%       5.35%       6.44%
  Ratio of expenses to average net assets*..............       0.80%       0.81%       0.86%       0.85%       0.90%
  Ratio of net investment income to average net
    assets*.............................................       6.65%       6.54%       6.67%       5.03%       6.10%
  Portfolio Turnover (a)................................      55.18%      95.52%     262.25%     131.04%     143.52%
</TABLE>

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

 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) 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.

                                                                             59

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                 INCOME BOND FUND
                                                                ---------------------------------------------------
                                                                                      CLASS A
                                                                ---------------------------------------------------
                                                                               YEARS ENDED JUNE 30,
                                                                ---------------------------------------------------
                                                                 1997       1996       1995       1994       1993
                                                                -------    -------    -------    -------    -------
<S>                                                             <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD........................................   $  9.32    $  9.54    $  9.22    $ 10.43    $ 10.16
                                                                -------    -------    -------    -------    -------
Investment Activities
  Net investment income......................................      0.62       0.63       0.61       0.52       0.63
  Net realized and unrealized gains (losses) from investments
    and futures..............................................      0.09      (0.23)      0.36      (0.75)      0.41
                                                                -------    -------    -------    -------    -------
    Total from Investment Activities.........................      0.71       0.40       0.97      (0.23)      1.04
                                                                -------    -------    -------    -------    -------
Distributions
  Net investment income......................................     (0.62)     (0.62)     (0.60)     (0.55)     (0.64)
  In excess of net investment income.........................        --         --      (0.01)        --         --
  Net realized gains.........................................        --         --      (0.04)     (0.43)     (0.13)
                                                                -------    -------    -------    -------    -------
    Total Distributions......................................     (0.62)     (0.62)     (0.65)     (0.98)     (0.77)
                                                                -------    -------    -------    -------    -------
NET ASSET VALUE,
  END OF PERIOD..............................................   $  9.41    $  9.32    $  9.54    $  9.22    $ 10.43
                                                                =======    =======    =======    =======    =======
Total Return (Excludes Sales Charge).........................      7.85%      4.26%     10.90%     (2.33)%    10.58%

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)..........................   $14,325    $10,127    $ 6,796    $ 5,347    $ 7,064
  Ratio of expenses to average net assets....................      0.85%      0.84%      1.01%      0.78%      0.77%
  Ratio of net investment income to average net assets.......      6.59%      6.51%      6.57%      5.25%      6.12%
  Ratio of expenses to average net assets*...................      1.15%      1.16%      1.38%      1.20%      1.26%
  Ratio of net investment income to average net assets*......      6.29%      6.19%      6.20%      4.83%      5.63%
  Portfolio Turnover (a).....................................     55.18%     95.52%    262.25%    131.04%    143.52%
</TABLE>

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

 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) 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.

60

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                      INCOME BOND FUND
                                                                           ---------------------------------------
                                                                                           CLASS B
                                                                           ---------------------------------------
                                                                                    YEARS ENDED JUNE 30,
                                                                           ---------------------------------------
                                                                            1997       1996      1995      1994(a)
                                                                           -------    ------    -------    -------
<S>                                                                        <C>        <C>       <C>        <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD...................................................   $  9.40    $ 9.62    $  9.29    $  9.97
                                                                           -------    ------    -------    -------
Investment Activities
  Net investment income.................................................      0.56      0.56       0.56       0.17
  Net realized and unrealized gains (losses) from investments and
    futures.............................................................      0.09     (0.21)      0.38      (0.70)
                                                                           -------    ------    -------    -------
    Total from Investment Activities....................................      0.65      0.35       0.94      (0.53)
                                                                           -------    ------    -------    -------
Distributions
  Net investment income.................................................     (0.56)    (0.57)     (0.57)     (0.15)
  Net realized gains....................................................        --        --      (0.04)        --
                                                                           -------    ------    -------    -------
    Total Distributions.................................................     (0.56)    (0.57)     (0.61)     (0.15)
                                                                           -------    ------    -------    -------
NET ASSET VALUE,
  END OF PERIOD.........................................................   $  9.49    $ 9.40    $  9.62    $  9.29
                                                                           =======    ======    =======    =======
Total Return (Excludes Sales Charge)....................................      7.15%     3.65%     10.63%     (5.29)%(b)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).....................................   $10,873    $6,110    $ 1,887    $   723
  Ratio of expenses to average net assets...............................      1.50%     1.49%      1.49%      1.45%(c)
  Ratio of net investment income to average net assets..................      5.95%     5.86%      6.16%      5.20%(c)
  Ratio of expenses to average net assets*..............................      1.80%     1.81%      1.86%      1.84%(c)
  Ratio of net investment income to average net assets*.................      5.65%     5.54%      5.80%      4.81%(c)
  Portfolio Turnover (d)................................................     55.18%    95.52%    262.25%    131.04%
</TABLE>

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

 *  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 B Shares commenced offering on January 17, 1994.
(b) Not annualized.
(c) Annualized.
(d) 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.

                                                                              61

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                               TREASURY & AGENCY FUND
                                                              --------------------------------------------------------
                                                                 FIDUCIARY            CLASS A             CLASS B
                                                              ----------------    ----------------    ----------------
                                                              JANUARY 20, 1997    JANUARY 20, 1997    JANUARY 20, 1997
                                                                  THROUGH             THROUGH             THROUGH
                                                                  JUNE 30,            JUNE 30,            JUNE 30,
                                                                  1997 (a)            1997 (a)            1997 (a)
                                                              ----------------    ----------------    ----------------
<S>                                                           <C>                 <C>                 <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD......................................       $  10.00             $10.00              $10.00
                                                                  --------             ------              ------
Investment Activities
  Net investment income....................................           0.28               0.29                0.26
  Net realized and unrealized gains (losses) from
    investments and futures................................          (0.01)             (0.02)              (0.01)
                                                                  --------             ------              ------
    Total from Investment Activities.......................           0.27               0.27                0.25
                                                                  --------             ------              ------
Distributions
  Net investment income....................................          (0.28)             (0.29)              (0.26)
                                                                  --------             ------              ------
NET ASSET VALUE,
  END OF PERIOD............................................       $   9.99             $ 9.98              $ 9.99
                                                                  ========             ======              ======
Total Return (Excludes Sales Charge) (b)...................           2.78%              2.78%               2.58%

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)........................       $110,084             $   94              $   80
  Ratio of expenses to average net assets (c)..............           0.45%              0.71%               1.23%
  Ratio of net investment income to average net assets
    (c)....................................................           6.44%              6.47%               6.30%
  Ratio of expenses to average net assets* (c).............           0.78%              1.15%               1.81%
  Ratio of net investment income to average net assets*
    (c)....................................................           6.11%              6.03%               5.72%
  Portfolio Turnover (d)...................................          54.44%             54.44%              54.44%
</TABLE>

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

 *  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) Not annualized.
(c) Annualized.
(d) 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.

62
<PAGE>

- --------------------------------------------------------------------------------
Report of Independent Accountants
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1997

To the Shareholders and Board of Trustees of
  The One Group Family of Mutual Funds:

We have audited the accompanying statements of assets and liabilities of the
Ultra Short-Term Income Fund (formally the Government ARM Fund), the Limited
Volatility Bond Fund, the Intermediate Bond Fund, the Government Bond Fund, the
Income Bond Fund and the Treasury & Agency Fund (six series of The One Group
Family of Mutual Funds), including the schedules of portfolio investments, as of
June 30, 1997, and the related statements of operations, statements of changes
in net assets and the financial highlights for each period presented except as
noted in the next paragraph. These financial statements and financial highlights
are the responsibility of The One Group Family of Mutual Funds' management. Our
responsibility is to express an opinion on these financial statements and the
financial highlights based on our audits.

The financial highlights for the year ended June 30, 1993 for the Intermediate
Bond 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 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, 1997 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, except as noted in the second paragraph present fairly, in all material
respects, the financial position of the Ultra Short-Term Income Fund, the
Limited Volatility Bond Fund, the Intermediate Bond Fund, the Government Bond
Fund, the Income Bond Fund and the Treasury & Agency Fund as of June 30, 1997,
the results of their operations, the changes in their net assets and the
financial highlights for the periods indicated herein, in conformity with
generally accepted accounting principles.

Columbus, Ohio                                          Coopers & Lybrand L.L.P.
August 22, 1997

                                                                              63

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS (99.8%):
Alabama (0.1%):
 $   500     Docks Department, Facilities
               Revenue, 7.30%, 10/1/01, Callable
               10/1/98 @102, BIG.................   $    528
                                                    --------
                                   Alaska (0.2%):
   1,000     Anchorage, GO, 6.00%, 10/1/10,
               FGIC..............................      1,081
                                                    --------
Arizona (2.7%):
   1,000     Educational Loan Marketing Corp.,
               AMT, 7.30%, 9/1/03, Callable
               9/1/99 @102, MBIA.................      1,054
   1,000     Educational Loan Marketing Corp.,
               AMT, 7.35%, 9/1/04, Callable
               9/1/99 @102, MBIA.................      1,054
     775     Educational Loan Marketing Corp.,
               AMT, 7.38%, 9/1/05, Callable
               9/1/99 @102, MBIA.................        815
   1,105     Maricopa County Development
               Authority, Multifamily Housing,
               5.65%, 1/1/09, Callableb 1/1/07
               @101..............................      1,112
   1,280     Maricopa County Development
               Authority, Multifamily Housing,
               6.05%, 7/1/17, Callable 1/1/07
               @101..............................      1,288
   1,000     Northern Arizona University, 6.50%,
               6/1/10, FGIC......................      1,137
     700     Phoenix Industrial Development
               Authority, 6.00%, 12/1/10,
               Callable 12/1/03 @102.............        705
   2,835     Phoenix Airport Revenue, AMT, Series
               D, 6.00%, 7/1/06, MBIA............      3,055
   2,060     Pima County, Arizona Industrial
               Development Authority, 5.45%,
               4/1/10, Callable 4/1/07 @102,
               MBIA..............................      2,096
                                                    --------
                                                      12,316
                                                    --------
Arkansas (0.7%):
   1,195     Sebastian County, Community Junior
               College, 5.30%, 4/1/09, Callable
               4/1/07 @101, AMBAC................      1,209
   1,060     Sebastian County, Community Junior
               College, 5.35%, 4/1/10, Callable
               4/1/07 @101, AMBAC................      1,068
   1,000     State Capital Appreciation, Series
               97A, 0.00%, 6/1/14................        392
     585     State Development Authority, Single
               Family Mortgage Revenue, Series G,
               5.50%, 1/1/10.....................        596
                                                    --------
                                                       3,265
                                                    --------

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
California (5.6%):
 $ 2,000     ABAG Finance Authority for Nonprofit
               Corp., Multi-Family Housing
               Revenue, AMT, 5.70%, 11/1/26,
               Callable 11/1/06 @100.............   $  2,060
   1,945     ABAG Finance Authority, Multi-Family
               Housing Revenue, AMT, 6.75%,
               4/20/07, GNMA.....................      2,115
     500     Castaic Lake Water Agency,
               Certificates Partnership, Water
               System Improvement Project, 7.00%,
               8/1/04, Callable 8/1/00 @102,
               MBIA..............................        550
   1,000     Escondido Multifamily Housing,
               Series 97B, 5.40%, 1/1/27,
               Mandatory Put 7/1/07 @100.........      1,013
   1,250     Housing Finance Agency Revenue, AMT,
               Series G, 5.70%, 8/1/07, Callable
               8/1/05 @102, MBIA.................      1,290
     290     Housing Finance Agency Revenue, Home
               Mortgage, Series F, 7.00%, 8/1/02,
               Callable 2/1/00 @102..............        303
   1,750     Riverside County, CA, 5.75%,
               6/1/09............................      1,871
   3,000     Sacramento Municipal Utility
               District, 5.40%, 11/15/06,
               Callable 11/15/03 @102, FSA.......      3,087
   1,000     San Francisco City & County
               Airports, Common International
               Airport Revenue, 6.30%, 5/1/11,
               Callable 5/1/02 @102, AMBAC.......      1,075
   5,000     San Francisco City & County
               Utilities, 5.00%, 11/1/17,
               Callable 11/1/06 @101.5...........      4,758
   1,000     Southern Public Power Authority,
               Transmission Project, Revenue,
               0.00%, 7/1/15, MBIA...............        369
   1,000     State, 7.00%, 10/1/07...............      1,180
   5,975     State Public Works, Department of
               Corrections, Bridge Lease, 5.50%,
               1/1/14, Callable 1/1/06 @102,
               AMBAC.............................      6,025
                                                    --------
                                                      25,696
                                                    --------
Colorado (10.7%):
   3,290     Arapahoe County, Capital
               Improvements, Project E-470,
               0.00%, 8/31/03....................      2,412
   1,135     Arapahoe County, School District #
               001 Englewood, 0.00%, 11/1/09.....        600
   1,580     Boulder County, Revenue, NCAR
               Project, 6.90%, 12/1/07, Callable
               12/1/01 @101......................      1,729
</TABLE>

Continued

                                                                              21

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Colorado, continued:
 $ 1,000     Denver City & County, Airport
               Revenue, AMT, 6.75%, 11/15/13,
               Callable 11/15/02 @102, MBIA......   $  1,086
   2,000     Denver City & County, Airport
               Revenue, Series B, AMT, 5.75%,
               11/15/09, Callable 11/15/06 @102,
               MBIA..............................      2,066
   2,645     Denver City & County, Airport
               Revenue, Series B, AMT, 7.50%,
               11/15/25, Callable 11/15/97
               @102..............................      2,724
   9,750     Denver City & County, School
               District # 1, GO, 0.00%,
               12/1/06...........................      6,077
   1,000     Denver City & County, School
               District, No. 001, GO Refunding,
               6.50%, 12/1/10....................      1,137
   3,000     El Paso County, School District,
               7.13%, 12/1/19, Callable 12/1/07
               @125..............................      3,693
   1,135     Health Facilities Authority Revenue,
               6.40%, 1/1/10, Callable 1/1/07
               @101..............................      1,150
     825     Highlands Ranch Metropolitan
               District Co., 5.75%, 9/1/10,
               AMBAC.............................        877
   1,750     Highlands Ranch Metropolitan
               District Co., 5.75%, 9/1/12,
               AMBAC.............................      1,853
     370     Housing Finance Authority, 5.25%,
               5/1/05............................        372
   3,250     Housing Finance Authority Series 97
               B-3, 6.80%, 11/1/28, Callable
               5/1/07 @105.......................      3,569
     275     Housing Finance Authority, AMT,
               5.63%, 5/1/04.....................        281
   3,220     Housing Finance Authority, GO,
               Series A, 6.40%, 8/1/06, Callable
               8/1/02 @102, MBIA.................      3,363
     800     Housing Finance Authority,
               Refunding, Single Family, Series
               D, 5.65%, 12/1/04, Callable 5/1/03
               @100..............................        818
     805     Housing Finance Authority, Single
               Family Program, Series F, AMT,
               6.75%, 12/1/04....................        831
     500     Jefferson County, Partnership,
               6.45%, 12/1/04, Callable 12/1/02
               @102, MBIA........................        550
   3,000     Meridian Metropolitan District,
               7.50%, 12/1/11, Callable 12/1/01
               @101..............................      3,297
   1,000     Mountain Village Metropolitan
               District, San Miguel County, GO,
               8.10%, 12/1/11, Callable 12/1/02
               @101..............................      1,125
   4,500     Northern Colorado Water Conservancy,
               6.00%, 12/1/15, Callable 7/10/97
               @100..............................      4,507
   1,620     Pueblo County, Single Family
               Mortgage Revenue, 6.40%, 11/1/13,
               Callable 11/1/04 @102.............      1,691


<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Colorado, continued:
 $ 1,065     Student Obligation, 6.00%, 9/1/01...   $  1,108
     740     Student Obligation Bond Authority,
               Student Loan Revenue, AMT, 7.25%,
               9/1/05, Callable 9/01/00 @100.....        772
   1,250     Summit County, School District No.
               1, Refunding, 6.75%, 12/1/04,
               FGIC..............................      1,411
                                                    --------
                                                      49,099
                                                    --------
Connecticut (2.3%):
   1,000     Bridgeport, Refunding, 6.50%,
               9/1/08, AMBAC.....................      1,128
   1,575     Series A, 5.30%, 5/15/10, Callable
               5/15/06 @101......................      1,586
   2,475     State GO, Series B, 6.00%,
               10/1/05...........................      2,684
   1,015     State Health & Educational
               Facilities, Series 97E, 5.50%,
               7/1/09, Callable 7/1/07 @102......      1,020
   1,765     State Housing Finance Authority,
               6.70%, 11/15/12, Callable 11/15/02
               @102..............................      1,864
   2,000     State Resource Recovery Authority,
               5.75%, 11/15/07, MBIA.............      2,134
                                                    --------
                                                      10,416
                                                    --------
Florida (5.7%):
     410     Broward County, Florida Resource
               Recovery Revenue, North, 7.95%,
               12/1/08, Callable 12/1/99 @103....        447
     435     Broward County, Florida Resource
               Recovery Revenue, South, 7.95%,
               12/1/08, Callable 12/1/99 @103....        474
   1,300     Broward County, Housing Authority,
               5.55%, 7/1/09, Callable 7/1/06
               @102..............................      1,317
   2,000     Broward County, Housing Finance
               Authority, Single Family Mortgage
               Revenue, AMT, 5.00%, 10/1/29,
               Callable 4/1/07 @102..............      2,037
   1,500     Cape Coral Special Obligation
               Revenue Water Improvements,
               Special Assessment - Water
               Utility, 6.38%, 6/1/09, Callable
               6/1/02 @102, FSA..................      1,620
     420     Cape Coral, Split Obligations, Waste
               Revenue, 6.25%, 6/1/06, Callable
               6/1/02 @102, FSA..................        456
   1,070     Clay County, Housing Finance
               Authority Revenue, Single Family
               Mortgage, AMT, 6.25%, 9/1/13,
               Callable 3/1/05 @102..............      1,106
</TABLE>

Continued

22

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Florida, continued:
 $ 1,370     Clay County, Housing Financial
               Authority Revenue, Single Family
               Mortgage, AMT, 6.20%, 9/1/11,
               Callable 3/1/05 @102..............   $  1,413
   2,010     Clay County, Housing Financial
               Authority, AMT, 5.25%, 10/1/07,
               Callable 4/1/07 @102..............      2,017
   1,000     Dade County, Aviation Revenue,
               Series A, 6.00%, 10/1/08, Callable
               10/1/05 @102, AMBAC...............      1,084
   1,155     Department of Corrections,
               Okeechobee Correctional Facility,
               6.00%, 3/1/06, Callable 3/1/05
               @102, AMBAC.......................      1,251
   2,000     Escambia County, Housing Finance
               Authority, Multifamily Housing
               Revenue, 5.75%, 4/1/04, Callable
               12/30/03 @100, GNMA...............      2,038
   1,185     Indian River County, Hospital
               Revenue, 5.95%, 10/1/09, Callable
               1/1/07 @102, FSA..................      1,266
   1,285     Indian River County, Hospital
               Revenue, 6.00%, 10/1/10, Callable
               1/1/07 @102, FSA..................      1,368
     260     Manatee County, Housing Finance
               Authority Mortgage Revenue, 6.38%,
               11/1/05...........................        263
     560     Manatee County, Housing Finance
               Authority Revenue, 6.75%,
               11/1/13...........................        588
   1,000     Orlando Water and Electricity
               Revenue, 8.00%, 4/1/03............      1,175
   1,500     Pinellas County Housing, AMT, Series
               A, 6.85%, 3/1/29, Callable 3/1/07
               @102..............................      1,593
   6,300     Plantation Water & Sewer Revenue,
               0.00%, 3/1/07, MBIA...............      3,744
     830     Tampa Capital Improvement Program,
               Series B, 8.38%, 10/1/18, Callable
               10/1/98 @100......................        863
     555     Tampa Water & Sewer Revenue, 0.00%,
               10/1/05...........................        366
                                                    --------
                                                      26,486
                                                    --------
 Georgia (0.9%):
   1,500     Atlanta Airport Facilities, 6.50%,
               1/1/08, AMBAC.....................      1,697
   1,000     Atlanta Airport Facilities Revenue,
               Series A, 6.50%, 1/1/07, AMBAC....      1,124
   1,215     Columbus Water & Sewer Revenue,
               6.30%, 5/1/06, Callable 11/1/02
               @102, FGIC........................      1,318
                                                    --------
                                                       4,139
                                                    --------

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Hawaii (1.4%):
 $ 1,000     Honolulu City & County, GO, 5.60%,
               4/1/08............................   $  1,047
   1,000     Honolulu City & County, GO, Series
               A, 5.60%, 4/1/07, FSA.............      1,053
   3,500     Honolulu City & County, GO, Series
               A, 7.35%, 7/1/08..................      4,173
                                                    --------
                                                       6,273
                                                    --------
Idaho (1.5%):
     965     Housing Agency, Single Family
               Mortgages, Series D1, 5.90%,
               7/1/06............................        996
   1,745     Student Loan Fund Marketing
               Association, Inc., 6.40%, 10/1/99,
               GSL...............................      1,775
   1,050     Student Loan Fund Marketing
               Association, Inc., Student Loan
               Revenue, 6.25%, 4/1/98............      1,057
     705     Student Loan Fund Marketing
               Association, Inc., Student Loan
               Revenue, AMT, 5.88%, 4/1/99.......        715
   1,300     University of Idaho, University
               Revenue, 5.75%, 4/1/06, FSA.......      1,387
   1,060     University of Idaho, University
               Revenue, 5.50%, 4/1/13, Callable
               4/1/07 @101, MBIA.................      1,076
                                                    --------
                                                       7,006
                                                    --------
Illinois (7.3%):
   3,500     Chicago Board of Education, 5.80%,
               12/1/17, Callable 12/1/07 @102,
               AMBAC.............................      3,565
   1,000     Chicago Metro Water Reclamation
               District - Greater Chicago Capital
               Improvements, GO, 7.25%,
               12/1/12...........................      1,211
   4,245     Chicago Metro Water Reclamation
               District - Greater Chicago Capital
               Improvements, GO, 6.25%, 12/1/14,
               Callable 12/1/05 @100.............      4,541
   3,045     Chicago Park District, GO, 6.35%,
               11/15/08, Callable 11/15/05 @102,
               MBIA..............................      3,352
   2,585     Chicago Water Revenue, 6.50%,
               11/1/10, FGIC.....................      2,904
   1,770     Chicago, Single Family Mortgage
               Revenue, 0.00%, 10/1/09, Callable
               4/1/98 @48.84, MBIA...............        757
   1,450     Chicago, Single Family Mortgage
               Revenue, 0.00%, 10/1/09, Callable
               10/1/05 @78.60, MBIA..............        660
</TABLE>

Continued

                                                                             23

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Illinois, continued:
 $ 7,000     Development Finance Authority,
               Pollution Control Revenue, 7.25%,
               6/1/11, Callable 6/1/01 @102......   $  7,596
     935     Evanston Residential Mortgage,
               6.38%, 1/1/09, Callable 7/1/02
               @102, AMBAC.......................        984
     555     Health Facilities Authority Revenue,
               7.90%, 8/15/03, Callable 8/1/97
               @102, MBIA........................        568
   1,645     Health Facilities Authority Revenue,
               6.13%, 11/15/07, Callable 11/15/04
               @102, MBIA........................      1,779
   1,500     Health Facilities Authority Revenue,
               6.75%, 1/1/10, Callable 1/1/00
               @102, FGIC........................      1,594
   2,500     Student Assistance, Student Loan
               Revenue, AMT, Series M, 6.60%,
               3/1/07, Callable 3/1/02 @102......      2,647
   1,350     Winnebago County, School District No
               122, Harlem-Loves Park, Refunding,
               6.35%, 6/1/07, FGIC...............      1,506
                                                    --------
                                                      33,664
                                                    --------
Indiana (3.2%):
   2,150     Brownsburg Indiana Building, 5.50%,
               2/1/15, Callable 2/1/07 @102,
               MBIA..............................      2,140
     500     Columbus Sewer Works Revenue, 7.10%,
               2/15/00...........................        534
   1,000     Fort Wayne Hospital Authority,
               Parkview Memorial Hospital
               Project, Series A, 7.50%,
               11/15/11, Callable 11/15/99 @102,
               FGIC..............................      1,082
     705     Fremont Middle School Building
               Corp., 6.60%, 9/15/04, Prerefunded
               3/15/02 @101, AMBAC...............        775
     700     Health Facility Financing Authority,
               Hospital Revenue, Lutheran
               Hospital Indiana, 7.25%, 2/15/06,
               Callable 3/15/02 @101, AMBAC......        747
     500     Indiana State University, 6.90%,
               8/1/03, Callable 8/1/00 @102......        546
   2,855     Indianapolis Economic Development
               Revenue, Knob-in-the-Woods
               Project, 6.38%, 12/1/04, Manadtory
               Put 12/1/04 @100..................      3,085
     500     Lawrence Township School District,
               6.75%, 1/5/05.....................        558

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Indiana, continued:
 $ 1,500     New Albany Floyd County, Indiana
               School Building, 6.20%, 7/1/03....   $  1,625
   1,500     New Albany Floyd County, Indiana
               School Building, 6.20%, 7/1/04....      1,633
   1,000     Noblesville Hamilton County,
               Building, 7.00%, 2/1/13,
               Prerefunded 2/1/01 @102...........      1,104
   1,000     State Vocational Technical College
               Building Facilities Fee, 6.50%,
               7/1/07, Callable 1/1/05 @102,
               AMBAC.............................      1,120
                                                    --------
                                                      14,949
                                                    --------
Iowa (1.4%):
     700     Des Moines Water Revenue, Series B,
               5.50%, 12/1/04, Callable 12/1/01
               @100..............................        721
   1,710     Finance Authority, 6.35%, 7/1/09,
               Callable 1/1/03 @102, AMBAC.......      1,791
   1,000     Finance Authority, Private College
               Revenue, 5.75%, 12/1/08, MBIA.....      1,063
     880     Finance Authority, Single Family
               Mortgage, Series F, 6.15%, 7/1/04,
               Callable 1/1/03 @102, AMBAC.......        903
     500     Sioux City Iowa Water Revenue,
               6.05%, 6/1/06, Callable 6/1/00
               @100..............................        515
   1,500     Student Loan Liquidity Corp.,
               Student Loan Revenue, Series C,
               6.50%, 12/1/99, AMBAC.............      1,564
                                                    --------
                                                       6,557
                                                    --------
Kansas (0.4%):
   1,750     Wichita Hospital Revenue, St.
               Francis Regional Hospital, 6.25%,
               10/1/10, Callable 10/1/02 @102,
               MBIA..............................      1,865
                                                    --------
Kentucky (1.2%):
     845     Campbell & Kenton Counties,
               Sanitation District #1, 6.50%,
               8/1/05, ETM.......................        859
   2,855     Junction City, Kentucky College
               Revenue, 5.88%, 4/1/17, Callable
               4/1/07 @102.......................      2,929
   1,000     Kenton County, Public Properties
               Corp., 5.63%, 12/1/12, Callable
               12/1/06 @101......................      1,015
   2,000     Owensboro Electric Light & Power
               Revenue, 0.00%, 1/1/09, Callable
               1/1/98 @33.44, BIG................        648
                                                    --------
                                                       5,451
                                                    --------
</TABLE>

Continued

24

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Louisiana (1.4%):
 $   246     Housing Agency Mortgage Revenue,
               7.80%, 12/1/09, Callable 6/1/04
               @105, GNMA........................   $    275
   1,710     Jefferson Parish Louisiana Home
               Mortgage, AMT, Series A, 5.45%,
               12/1/08...........................      1,733
   2,000     Public Facilities Authority Revenue,
               AMT, 6.75%, 9/1/06, Callable
               9/1/02 @102.......................      2,121
   2,000     St. Charles Parish Pollution
               Control, 8.25%, 6/1/14, Callable
               6/1/99 @103.......................      2,169
                                                    --------
                                                       6,298
                                                    --------
 Maine (0.1%):
     535     State Street Housing Preservation
               Corp., 100 State Street Project,
               7.20%, 1/1/02.....................        566
                                                    --------
 Maryland (0.3%):
   1,150     Anne Arundel County, GO, Series B,
               AMT, 7.70%, 3/15/06, Callable
               3/15/99 @102......................      1,232
     650     Prince Georges County, Maryland
               Housing Authority, 0.00%, 9/1/08,
               ETM...............................        364
                                                    --------
                                                       1,596
                                                    --------
 Massachusetts (2.1%):
   1,650     Beverly Massachusetts, 6.60%,
               3/15/09, Callable 3/15/04 @102,
               FSA...............................      1,824
     760     Education Loan Authority, AMT,
               7.25%, 1/1/09, Callable 1/1/01
               @102..............................        815
     860     Health & Educational Facilities,
               6.13%, 7/1/04, Callable 7/1/02
               @102..............................        911
   2,030     State Port Authority Revenue,
               Special Facilities, US Air
               Project, Series A, AMT, 5.50%,
               9/1/10, MBIA......................      2,038
   2,400     State, GO, Series C, 6.00%,
               8/1/09............................      2,605
   1,465     Worcester, GO, Series A, 6.10%,
               5/1/08, Callable 5/1/05 @102,
               MBIA..............................      1,590
                                                    --------
                                                       9,783
                                                    --------

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Michigan (1.0%):
 $   780     Detroit Convention Facilities,
               5.25%, 9/30/12, Callable 9/30/03
               @102..............................   $    744
   2,000     State Hospital Finance Authority
               Revenue, Mercy Mount Clemens
               Corp., 6.25%, 5/15/11, Callable
               5/15/01 @102......................      2,091
   1,500     State Hospital Finance Authority,
               Series A, 8.10%, 10/1/13, Callable
               10/1/05 @102......................      1,725
                                                    --------
                                                       4,560
                                                    --------
Minnesota (0.3%):
   1,500     Northern Municipal Power Agency,
               Minnesota Electric, Series A,
               5.90%, 1/1/07, Callable 1/1/03
               @102, AMBAC.......................      1,599
                                                    --------
Mississippi (0.3%):
   1,475     Home Corp., Single Family Series D,
               5.25%, 7/1/12, Callable 7/1/07
               @105, FNMA/GNMA...................      1,591
                                                    --------
Missouri (3.0%):
   1,895     Carthage Waterworks & Wastewater
               Treatment Systems, 6.30%, 7/1/09,
               Callable 7/1/04 @101, MBIA........      2,060
   1,520     Fort Zumwalt School District, 5.20%,
               3/1/09, Callable 3/1/07 @100,
               AMBAC.............................      1,523
   1,735     Fort Zumwalt School District, 5.30%,
               3/1/10, Callable 3/1/07 @100,
               AMBAC.............................      1,737
   1,480     Kansas City Industrial Development
               Authority, Multifamily Housing
               Revenue, Series A, AMT, 5.63%,
               7/1/05............................      1,527
   1,430     Kansas City Municipal Corp. Revenue,
               5.40%, 1/15/08, Callable 1/15/06
               @101, AMBAC.......................      1,473
   2,500     St. Louis Convention & Sports
               Complex, 5.50%, 8/15/13, Callable
               8/15/03 @102, MBIA................      2,505
   2,955     St. Louis Land Clearance
               Redevelopment Authority Housing
               Revenue, 5.95%, 7/1/22, Mandatory
               Put 4/1/07 @100, FNMA.............      3,099
                                                    --------
                                                      13,924
                                                    --------
Montana (0.3%):
   1,370     Montana Long Range Bombing Project,
               Series 96D, 5.25%, 8/1/16,
               Callable 8/1/06 @100..............      1,367
                                                    --------
</TABLE>

Continued

                                                                           25

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Nebraska (0.5%):
 $ 2,250     Higher Education Loan Program,
               Series A-6, AMT, 5.90%, 6/1/03....   $  2,317
                                                    --------
Nevada (2.9%):
   1,025     Douglas County, School District,
               Series A, 5.90%, 6/1/08, Callable
               6/1/02 @101, FGIC.................      1,073
   2,000     Las Vegas, Sewer Revenue, 6.60%,
               10/1/12, Callable 4/1/02 @102,
               FGIC..............................      2,214
     500     Municipal Bond Bank Project #32,
               7.00%, 8/1/05, ETM................        576
   1,000     Municipal Bond Bank Project #20-23A,
               7.00%, 7/1/01, ETM................      1,044
   3,010     Washoe County, School District, GO,
               6.13%, 8/1/07, Callable 8/1/02
               @101, MBIA........................      3,194
   5,000     Washoe County, Water Facilities
               Revenue, Sierra Pacific Power,
               AMT, 6.65%, 6/1/17, Callable
               12/1/02 @102, MBIA................      5,398
                                                    --------
                                                      13,499
                                                    --------
New Hampshire (0.3%):
   1,225     Higher Education & Health Facilities
               Authority Revenue, 6.25%, 1/1/06,
               Callable 7/1/04 @102..............      1,312
                                                    --------
New Jersey (0.4%):
   1,630     South Brunswick Township, 6.40%,
               8/1/07, Callable 8/1/05 @100,
               FGIC..............................      1,798
                                                    --------
New Mexico (2.9%):
     104     Albuquerque, 7.65%, 8/15/07, FGIC...        106
   1,000     Albuquerque Apartment Revenue, AMT,
               6.50%, 7/1/11, Callable 7/1/00
               @105, AMBAC.......................      1,086
   3,000     Albuquerque Gross Receipts Tax,
               5.38%, 7/1/01, Callable 7/1/99
               @100, MBIA........................      3,044
   1,195     Educational Assistance Foundation,
               Student Loan Revenue, Series A,
               AMT, 6.45%, 4/1/99, AMBAC.........      1,232
   2,070     Educational Assistance Foundation,
               Student Loan Revenue, Series A,
               AMT, 6.55%, 4/1/00, AMBAC.........      2,161
   5,455     Educational Assistance Foundation,
               Student Loan Revenue, Series A,
               AMT, 6.85%, 4/1/05, Callable
               4/1/02 @102, AMBAC................      5,816
                                                    --------
                                                      13,445
                                                    --------

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
New York (2.1%):
 $ 1,815     Islip Resource Recovery, Series D,
               6.15%, 7/1/05, AMBAC..............   $  1,978
   1,500     Metropolitan Transportation, 6.38%,
               7/1/10, Callable 7/1/02 @102,
               FGIC..............................      1,626
   2,950     Monroe County, 6.10%, 3/1/08,
               Callable 3/1/01 @102, MBIA........      3,121
   1,395     Nassau County, 5.63%, 8/1/03,
               FGIC..............................      1,475
   1,655     State Dorm Authorized Revenue Bond,
               5.25%, 5/15/09....................      1,695
                                                    --------
                                                       9,895
                                                    --------
North Dakota (3.0%):
   1,000     Bismarck North Dakota Infrastructure
               Project, 8.60%, 10/1/02, Callable
               10/1/97 @100......................      1,010
     345     Fargo District Building Authority,
               5.88%, 4/15/08, Callable 4/15/05
               @100..............................        351
   1,100     Grand Forks Health Care System,
               5.30%, 8/15/10, Callable 8/15/07
               @102, MBIA........................      1,091
   3,700     Grand Forks Health Care System,
               5.60%, 8/15/17, Callable 8/15/07
               @102, MBIA........................      3,673
   6,050     Grand Forks Sales Tax Revenue Bond,
               5.10%, 12/15/10, Callable 12/15/07
               @100..............................      6,054
     630     Housing Finance Agency, AMT, 6.25%,
               7/1/09, Callable 7/1/04 @102......        644
   1,270     Water Development, 5.70%, 7/1/17,
               Callable 7/1/07 @100; AMBAC.......      1,273
                                                    --------
                                                      14,096
                                                    --------
Ohio (1.9%):
   1,000     Cuyahoga County, Hospital Revenue,
               University Hospital Health System,
               Series 96B, 6.00%, 1/15/05........      1,075
   1,600     Eaton Industrial Development, Baxter
               International Project, 6.50%,
               12/1/12, Callable 12/1/02 @102....      1,714
     500     Hamilton Waterworks Water Utility
               Improvement, 6.40%, 10/15/07,
               Callable 10/15/01 @102, MBIA......        543
     700     Olentangy Local School District,
               5.05%, 12/1/09, Callable 12/1/07
               @100..............................        697
</TABLE>

Continued

26

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Ohio, continued:
 $ 1,270     Olentangy Local School District,
               5.15%, 12/1/10, Callable 12/1/07
               @100..............................   $  1,264
   1,500     State Higher Educational Facilities,
               5.15%, 5/15/10, Callable 5/15/07
               @102, MBIA........................      1,494
   2,000     State Higher Educational Facilities,
               5.25%, 11/1/16, Callable 11/1/06
               @101..............................      1,960
                                                    --------
                                                       8,747
                                                    --------
Oklahoma (0.6%):
   2,500     IDR, 6.25%, 8/15/12, Callable
               8/15/05 @102, AMBAC...............      2,685
                                                    --------
Oregon (2.4%):
   2,350     Jackson County, School District #5
               Ashland, GO, 5.70%, 6/1/07, FSA...      2,505
   1,000     Lane County, School District #52
               Bethel, GO, 6.00%, 6/1/06, FSA....      1,086
   3,630     Marion County, Oregon, 5.50%,
               10/1/05, AMBAC....................      3,804
   1,435     Port of Portland Airport Revenue,
               Series 7-A, 6.75%, 7/1/09,
               Callable 7/1/01 @101, MBIA........      1,557
   2,075     Washington County, School District
               No. 88, GO, 6.10%, 6/1/05,
               Callable 12/15/04 @100, FSA.......      2,253
                                                    --------
                                                      11,205
                                                    --------
Pennsylvania (4.4%):
   3,500     Allegheny County, GO, 0.00%,
               2/15/02, MBIA.....................      3,829
   3,200     Dauphin County, Industrial
               Development Authority, Pollution
               Control Revenue, 6.00%, 1/1/08,
               Callable 7/10/97 @100, MBIA.......      3,202
   1,500     Hospital Revenue Bond, 6.40%,
               1/1/06, Callable 1/1/05 @102,
               AMBAC.............................      1,653
   2,750     Indiana County, Industrial
               Development Authority, Pollution
               Control Revenue, 6.00%, 6/1/06,
               MBIA..............................      2,980
   1,000     McKeesport Area School District,
               Series B, 0.00%, 10/1/01..........        819
   2,350     Philadelphia Airport Revenue, Series
               A, AMT, 5.50%, 6/15/05, AMBAC.....      2,445
   2,500     Philadelphia Water & Waste, 5.65%,
               6/15/12, Callable 6/15/03 @102,
               FGIC..............................      2,506
   3,000     Southeastern Pennsylvania
               Transportation, 5.38%, 3/1/17,
               Callable 3/1/07 @102, FGIC........      2,967
                                                    --------
                                                      20,401
                                                    --------

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Puerto Rico (0.1%):
 $   400     Tourism Financing Authority, 5.90%,
               7/1/08, Callable 1/1/05 @102,
               MBIA..............................   $    429
                                                    --------
Rhode Island (1.6%):
   1,000     Housing & Mortgage Financial Corp.,
               Series 15-B, 6.20%, 10/1/06,
               Callable 4/1/04 @102, MBIA........      1,043
   1,015     Providence, Refunding, 5.25%,
               1/15/08, Callable 1/15/07 @101,
               FSA...............................      1,022
   1,305     Providence, Refunding, 5.35%,
               1/15/09, Callable 1/15/07 @101,
               FSA...............................      1,311
   3,985     State Capital Development, Series
               97A, 5.00%, 8/1/09, Callable
               8/1/07 @101, MBIA.................      3,933
                                                    --------
                                                       7,309
                                                    --------
South Carolina (1.6%):
   1,760     Greenville School Public Facilities,
               5.60%, 3/1/10.....................      1,815
   1,045     Hilton Head Island, GO, 5.50%,
               8/1/09, MBIA......................      1,092
     250     Piedmont, Municipal Power Agency,
               Electric Revenue, Series A, 6.55%,
               1/1/16, Callable 1/1/98 @100......        251
   2,250     State Electric Expansion System,
               5.88%, 7/1/18, Callable 7/10/97
               @100..............................      2,251
     825     State Public Service, 5.88%, 7/1/18,
               Callable 7/10/97 @100, MBIA.......        825
   1,000     York County, School District #3, GO,
               5.40%, 3/1/08, Callable 3/1/06
               @101, FSA.........................      1,035
                                                    --------
                                                       7,269
                                                    --------
South Dakota (1.8%):
     350     Building Authority, 10.50%, 9/1/00,
               ETM...............................        366
   3,675     Health & Educational Facility
               Authority Revenue, St. Luke's
               Midland Regional Medical, 6.63%,
               7/1/11, Callable 7/1/01 @102,
               MBIA..............................      3,945
     250     State Lease Revenue, Series A,
               6.48%, 9/1/05, FSA................        275
     925     Student Loan Assistance Corp.,
               Series A, 8.00%, 8/1/98, Callable
               8/1/97 @102.......................        965
   2,745     Student Loan Assistance Corp.,
               Student Loan Revenue, Series B,
               AMT, 7.63%, 8/1/06, Callable
               8/1/99 @102, MBIA.................      2,901
                                                    --------
                                                       8,452
                                                    --------
</TABLE>

Continued

                                                                             27

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Tennessee (1.5%):
 $ 1,050     Chattanooga-Hamilton County,
               Hospital Authority, Hospital
               Revenue, 5.63%, 10/1/09, FSA......   $  1,099
   2,000     Housing Development, 6.20%, 7/1/18,
               Callable 7/1/05 @102..............      2,074
   1,330     Metropolitan Government Nashville &
               Davidson County, 7.00%, 1/1/14....      1,347
   1,460     Nashville & Davidson County, H & E,
               5.10%, 7/1/09, Callable 7/1/07
               @101..............................      1,459
   1,000     Trenton Industrial Development
               Revenue, Series A, 5.40%,
               10/1/02...........................      1,001
                                                    --------
                                                       6,980
                                                    --------
Texas (9.1%):
   2,800     Austin Housing Finance Corp., Single
               Family Mortgage Revenue, AMT,
               0.00%, 12/1/11....................      1,254
   1,000     Austin Utility Systems Revenue,
               0.00%, 5/15/08, MBIA..............        573
   5,000     Coastal Bend Health Facilities,
               Incarnate World Health Services,
               5.93%, 11/15/13, Callable 11/15/02
               @102, AMBAC.......................      5,088
   3,600     Grand Prairie Health Facilities
               Refunding, Dallas/Fort Worth
               Medical Center Project, 6.50%,
               11/1/04, AMBAC....................      3,972
   3,300     Grand Prairie Health Facilities
               Refunding, Dallas/Fort Worth
               Medical Center Project, 6.88%,
               11/1/10, AMBAC....................      3,693
   5,000     Harris County, Capital Appreciation,
               Toll Road, Sub-Lien A, GO, 0.00%,
               8/15/03, MBIA.....................      3,733
   3,700     Harris County, Capital Appreciation,
               Toll Road, Sub-Lien A, GO, 0.00%,
               8/15/05, MBIA.....................      2,471
   1,455     Health Facilities Development Corp.
               Hospital Revenue, All Saints
               Episcopal Hospital, 6.25%,
               8/15/12, Callable 8/15/03 @102,
               MBIA..............................      1,549
   1,085     Housing Agency Residential
               Development Revenue, Series D,
               AMT, 8.40%, 1/1/21, Callable
               7/1/97 @102.......................      1,133
   3,000     Panhandle Plains Texas Higher
               Education Inc., AMT, 5.55%,
               3/1/05............................      3,052
   1,000     Red River Authority, Pollution
               Control Revenue, AMT, 6.88%,
               4/1/17, Callable 4/1/02 @102......      1,076

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Texas, continued:
 $ 1,500     San Antonio Electric & Gas, 6.50%,
               2/1/12, Callable 2/1/99 @101.5....   $  1,558
     600     San Antonio Electric & Gas,
               Refunding, Series B, 7.00%,
               2/1/09, Callable 2/1/99 @101.5....        628
   1,000     San Antonio Electric & Gas, Series
               B, 7.00%, 2/1/09, Callable 2/1/99
               @101.5............................      1,055
     345     Southeast Texas Housing Financial
               Corp., AMT, Series B, 6.75%,
               5/1/10............................        355
   1,330     State Higher Education Coordinating
               Board, Student Loan, AMT, 7.45%,
               10/1/06, Callable 10/1/01 @102....      1,423
   1,020     Texas Tech University Revenues,
               5.95%, 2/15/13, Callable 2/15/05
               @100, AMBAC.......................      1,058
   3,000     Turnpike Authority Dallas Northway,
               5.13%, 1/1/10, Callable 1/1/04
               @102, AMBAC.......................      2,978
   2,200     United Independent School District,
               5.25%, 8/15/14, Callable 8/15/06
               @100..............................      2,164
   3,000     University of Texas, Series 96 B,
               4.88%, 8/15/10, Callable 8/15/06
               @102..............................      2,898
                                                    --------
                                                      41,711
                                                    --------
Utah (0.8%):
   2,000     Intermountain Power Agency, Power
               Supply Revenue, Series B, 6.50%,
               7/1/09, MBIA......................      2,259
   1,385     State Housing Finance Authority,
               AMT, 6.35%, 7/1/12, Callable
               1/1/05 @102.......................      1,428
                                                    --------
                                                       3,687
                                                    --------
Vermont (0.4%):
     415     Housing Finance Agency Single
               Family, Series 4, 5.90%, 11/1/03,
               Callable 11/1/02 @102.............        427
   1,500     University of Vermont & State
               Agricultural College, Series 1973
               A, 5.80%, 7/1/13, Callable 8/1/97
               @101..............................      1,512
                                                    --------
                                                       1,939
                                                    --------
Virginia (1.2%):
   3,905     State Housing Development Authority,
               Commonwealth Mortgage, Series A,
               AMT, 6.80%, 7/1/06, AMBAC.........      4,152
   1,340     State Housing Development Authority,
               Commonwealth Mortgage, Series J,
               6.65%, 7/1/10, Callable 1/1/05
               @102%.............................      1,407
                                                    --------
                                                       5,559
                                                    --------
</TABLE>

Continued

28

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Washington (3.1%):
 $ 1,830     Chelan County, Washington Public
               Utilities Revenue, 5.90%, 7/1/13,
               Mandatory Put 7/1/03 @102.........   $  1,863
   1,360     King County, School District #400,
               GO, 6.50%, 12/1/08................      1,542
   1,084     Kitsap County, Consolidated Housing,
               7.00%, 8/20/08, GNMA..............      1,176
   1,000     Seattle Light & Power Revenue,
               6.00%, 8/1/13, Callable 8/1/02
               @102..............................      1,026
   1,000     Seattle Solid Waste, Series B,
               7.00%, 5/1/03, Callable 5/1/99
               @102, BIG.........................      1,065
   3,000     Snohomish County, Public Utility
               District #001, Electric Revenue,
               6.00%, 1/1/13, Callable 1/1/03
               @102, FGIC........................      3,101
     700     State Certificates Partnership,
               Series A, 6.80%, 4/1/06, Callable
               4/1/01 @102.......................        750
   3,500     State Nuclear Project #1, Series A,
               6.00%, 7/1/08, AMBAC..............      3,753
                                                    --------
                                                      14,276
                                                    --------
West Virginia (1.5%):
   1,500     Board of Regents Revenue, Series A,
               5.90%, 4/1/04, ETM................      1,557
   2,495     Harrison County, Community Split
               Obligation, Series A, 6.25%,
               5/15/10...........................      2,757
     500     School Building Authority Revenue
               Capital Improvement, Series B,
               6.95%, 7/1/03, Prerefunded 7/1/00
               @102, MBIA........................        546
   2,000     State Housing Development Fund,
               Housing Finance, AMT, 7.20%,
               11/1/20, Callable 5/1/02 @102.....      2,122
                                                    --------
                                                       6,982
                                                    --------

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Wisconsin (0.4%):
 $ 1,500     Center District Tax Revenue Capital
               Appreciation, Senior Dedicated,
               Series A, 0.00%, 12/15/18, MBIA...   $    452
     500     Mukwonago School District, 5.80%,
               3/1/07, Prerefunded 3/1/02 @100,
               AMBAC.............................        528
   1,000     State, Series A, 6.30%, 5/1/07,
               Prerefunded 5/1/02 @100...........      1,080
                                                    --------
                                                       2,060
                                                    --------
Wyoming (1.2%):
     875     Community Development Authority
               Single Family Mortgage, Series A,
               7.25%, 6/1/07, Callable 6/1/01
               @102..............................        910
     600     State Farm Lane Board Capital
               Facilities Revenue Refunding,
               6.00%, 10/1/05, Callable 10/1/02
               @102..............................        640
   2,200     Student Loan Corp., Student Loan
               Revenue, AMT, 4.00%, 12/1/05*.....      2,200
     400     Student Loan Corp., Student Loan
               Revenue, AMT, Series A, 4.00%,
               12/1/45*..........................        400
   1,395     Sweetwater County, School District
               #2, Green River, GO, 7.00%,
               6/1/04, MBIA......................      1,583
                                                    --------
                                                       5,733
                                                    --------
                            Total Municipal Bonds    461,861
                                                    --------
INVESTMENT COMPANIES (0.8%):
   3,601     Provident Municash..................      3,601
                                                    --------
      Total Investment Companies                       3,601
                                                    --------
Total (Cost--$449,354) (a)                          $465,462
                                                    ========
</TABLE>

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

Percentages indicated are based on net assets of $462,853.

(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 $19. Cost for federal income tax purposes differs from value
    by net unrealized appreciation of securities as follows (amounts in
    thousands):

<TABLE>
                  <S>                                                                         <C>
                  Unrealized appreciation..................................................   $16,233
                  Unrealized depreciation..................................................      (144)
                                                                                              -------
                  Net unrealized appreciation..............................................   $16,089
                                                                                              =======
</TABLE>

 * Variable rate securities having liquidity sources through bank letters of
   credit or other cards and/or liquidity agreements. The interest rate, which
   will change periodically, is based upon bank prime rates or an index of
   market rates. The rate reflected on the Schedule of Portfolio Investments is
   the rate in effect at June 30, 1997.

Continued

                                                                            29

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<S>       <C>
AMBAC     Insured by AMBAC Indemnity Corp.
AMT       Alternative Minimum Tax Paper
BIG       Insured by Bond Insurance Guarantee
ETM       Escrow to Maturity
FGIC      Insured by Federal Guarantee Insurance Corp.
FNMA      Insured by Federal National Mortgage Association
FSA       Insured by Federal Security Assurance
GNMA      Insured by Government National Mortgage Association
GO        General Obligation
GSL       Guaranteed Student Loans
IDR       Industrial Development Reveneue
MBIA      Insured by Municipal Bond Insurance Association
</TABLE>

See notes to financial statements.

30

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS (98.7%):
Alaska (0.8%):
 $ 1,250     Home Mortgage Revenue Refunding,
               8.00%, 3/1/09, Callable 3/1/02
               @102, FNMA.........................   $  1,344
     200     Juneau City & Boro Home Mortgage
               Revenue, 8.00%, 2/1/09, Callable
               2/1/02 @100, FNMA..................        215
      15     State Housing Finance Corp., Revenue,
               Local Guaranteed Housing, 8.20%,
               12/1/97............................         15
   8,440     State Housing Finance Corp., 0.00%,
               12/1/17, Callable 6/1/07 @54,
               MBIA...............................      2,514
                                                     --------
                                                        4,088
                                                     --------
Arizona (0.8%):
     325     Maricopa County, Industrial
               Development, Multi-Family Housing,
               7.25%, 7/1/17, Callable 7/1/07
               @101...............................        328
   1,500     Maricopa County, Industrial
               Development, Multi-Family Housing
               Revenue, Series A, 6.25%, 7/1/27,
               Callable 1/1/07 @101...............      1,511
      30     Salt River Project, Arizona
               Agriculture Improvement & Power,
               6.65%, 1/1/06, Callable 7/10/97
               @101.5.............................         30
       8     Salt River Project, Arizona
               Agriculture Improvement & Power,
               9.30%, 1/1/00, Callable 7/10/97
               @101.5.............................          8
      10     Salt River Project, Arizona
               Agriculture Improvement & Power,
               6.88%, 1/1/02, Callable 7/10/97
               @101.5.............................         10
      10     Salt River Project, Arizona
               Agriculture Improvement & Power,
               7.88%, 1/1/03, Callable 7/10/97
               @101.5.............................         10
       5     Salt River Project, Arizona
               Agriculture Improvement & Power,
               8.25%, 1/1/05......................          5
      10     Salt River Project, Arizona
               Agriculture Improvement & Power,
               7.15%, 1/1/05, Callable 1/1/98
               @101.5.............................         10
   2,000     University of Northern Arizona,
               University Revenue, 5.00%, 6/1/11,
               Callable 6/1/07 @101, FGIC.........      1,969
                                                     --------
                                                        3,881
                                                     --------
Arkansas (2.8%):
     365     Drew County, Public Facilities Board,
               7.90%, 8/1/11, Callable 8/1/03
               @103, FNMA.........................        393
     159     Drew County, Public Facilities Board,
               7.75%, 8/1/11, Callable 2/1/04
               @100...............................        170

<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
Arkansas, continued:
 $   546     Jacksonville, Residential Housing
               Facilities Board, Single Family
               Mortgage Revenue, 7.90%, 1/1/11,
               Callable 7/1/03 @103...............   $    595
     275     Jacksonville, Residential Housing
               Facilities Board, Single Family
               Mortgage Revenue, 7.75%, 1/1/11,
               Callable 7/1/05 @103...............        296
   1,000     Jefferson County, PCR, Power & Light
               Co. Project, 6.13%, 10/1/07,
               Callable 4/1/06 @100, BIG..........      1,001
     247     Lonoke County, Residential Housing
               Facilities Board, Single Family
               Mortgage Revenue, 7.38%, 4/1/11,
               Callable 4/1/03 @103...............        266
     659     Lonoke County, Residential Housing
               Facilities Board, Single Family
               Mortgage Revenue, Series A-2,
               7.90%, 4/1/11, FNMA................        715
   1,000     Paragould, Hospital Revenue, 6.38%,
               10/1/17, Callable 10/1/06 @102.....      1,024
   1,309     Pope County, Residential Facilities,
               Housing Board Mortgage Revenue,
               Series B, 7.75%, 9/1/11, Callable
               8/1/02 @102, FHA...................      1,403
   1,500     State Capital Appreciation, College
               Savings, Series 97A, 0.00%,
               6/1/16.............................        516
   2,000     State Capital Appreciation, College
               Savings, Series A, 0.00%, 6/1/15...        734
   2,040     State Development Authority Revenue
               Refunding, 8.00%, 8/15/11, Callable
               8/15/01 @103.......................      2,192
   3,650     State Development Finance Authority
               Revenue, 0.00%, 6/1/15.............      1,263
      90     State Development Finance Authority
               Revenue, 7.70%, 12/1/14, Callable
               12/1/97 @102.......................         92
     915     State Development Finance Authority
               Revenue, Single Family Housing,
               7.75%, 4/1/21, Callable 4/1/99
               @102, GNMA.........................        951
     529     Stuttgart Public Facilities Board
               Revenue, Series A-2, 7.90%, 9/1/11,
               Callable 9/1/03 @103...............        577
     262     Stuttgart Public Facilities Board
               Revenue, Series B, 7.75%, 9/1/11,
               Callable 3/1/06 @103...............        285
   1,000     Texarkana, Public Facilities Board,
               Waterworks Revenue, 5.40%, 9/1/15,
               Callable 9/1/07 @100, FGIC.........        997
                                                     --------
                                                       13,470
                                                     --------
</TABLE>

Continued

                                                              31

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
California (3.1%):
 $ 1,255     Fairfield, Water Revenue, 0.00%,
               4/1/15, Callable 4/1/05 @56.7,
               AMBAC..............................   $    458
   1,080     Housing Finance Agency Revenue, Home
               Mortgage, AMT, 7.50%, 2/1/23,
               Callable 8/1/05 @102, FHA..........      1,177
     220     Housing Finance Agency Revenue, Home
               Mortgage, Series B-1, AMT, 5.65%,
               2/1/16, Callable 8/1/04 @102,
               FHA................................        223
      25     Housing Finance Agency Revenue, Home
               Mortgage, Series C, AMT, 7.45%,
               8/1/11, Callable 8/1/01 @102.......         26
     680     Housing Finance Agency Revenue, Local
               or Guaranteed Housing, Series B,
               8.63%, 8/1/15, Callable 8/1/00
               @100, MBIA.........................        713
     640     Housing Finance Agency Revenue,
               Series H, AMT, 6.80%, 8/1/19,
               Callable 8/1/04 @102, FHA..........        663
     870     Housing Finance Agency Revenue,
               Single Family Housing, Series F,
               7.88%, 8/1/19, Callable 8/1/98
               @102...............................        901
   1,000     Oakland, Revenue Refunding, Series A,
               7.60%, 8/1/21, Callable 8/1/98
               @102, FGIC.........................      1,056
     855     Redondo Beach, Redevelopment Agency,
               Residential Mortgage Revenue,
               Series B, 6.25%, 6/1/11, Callable
               6/1/03 @100........................        866
     470     Rural Home Mortgage Financing
               Authority Revenue, Single Family
               Mortgage Revenue, AMT, 5.50%,
               2/1/06, GNMA.......................        481
     350     Rural Home Mortgage Financing
               Authority Revenue, Single Family
               Mortgage Revenue, AMT, 7.25%,
               12/1/24, Callable 12/1/04 @103,
               GNMA...............................        374
   1,355     Rural Home Mortgage Financing
               Authority, AMT, 5.30%, 11/1/05.....      1,380
     810     Rural Home Mortgage Financing
               Authority, AMT, 7.55%, 11/1/26.....        915
     805     Rural Home Mortgage Financing
               Authority, AMT, 7.75%, 5/1/27......        911
   2,135     Sacramento, Municipal Utility
               District, Electric Revenue, Series
               P, 6.00%, 7/1/15, Callable 7/10/97
               @100...............................      2,136
   1,180     San Joaquin Hills Toll Road, 0.00%,
               1/1/14.............................        441

<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
California, continued:
 $ 4,435     San Joaquin Hills Toll Road, 0.00%,
               1/1/16.............................   $  1,456
   1,105     State Department of Veterans'
               Affairs, AMT, 7.38%, 8/1/12,
               Callable 7/10/97 @102..............      1,129
                                                     --------
                                                       15,306
                                                     --------
Colorado (14.9%):
   5,250     Arapahoe County, Highway Revenue,
               Series C, 0.00%, 8/31/15, Callable
               8/31/05 @48.6......................      1,619
   5,030     Aurora, Single Family Mortgage
               Revenue, Series A2, 0.00%, 9/1/15,
               Prerefunded 3/1/13 @75.2...........      1,608
   2,315     Brush Creek Metropolitan District,
               GO, Refunding, 6.70%, 11/15/09,
               Callable 11/15/03 @101.............      2,476
   1,410     Central City Water Revenue, GO, Water
               Utility Improvements, 7.40%,
               12/1/07, Prerefunded 12/1/02
               @100...............................      1,601
     400     Central City Water Revenue, GO, Water
               Utility Improvements, 8.63%,
               9/15/11, Prerefunded 9/15/02
               @100...............................        422
     655     Central City Water Revenue, GO, Water
               Utility Improvements, 7.50%,
               12/1/12, Prerefunded 12/1/02
               @100...............................        747
   3,700     Colorado Springs Airport Revenue,
               AMT, 6.90%, 1/1/12, Callable 1/1/03
               @102, MBIA.........................      4,036
   1,000     Denver City & County, Airport
               Revenue, AMT, 6.75%, 11/15/13,
               Callable 11/15/02 @102, MBIA.......      1,086
   2,500     Denver City & County, Airport
               Revenue, AMT, 5.63%, 11/15/08,
               Callable 11/15/06 @102, MBIA.......      2,582
   9,850     Denver City & County, Residual
               Revenue, 0.00%, 7/10/14, Callable
               7/1/01 @39.6.......................      2,951
   1,250     Eagle's Nest Metropolitan District,
               GO, Refunding, 6.50%, 11/15/17,
               Callable 11/15/97 @107.............      1,307
     236     El Paso County, Home Mortgage, Series
               C, 8.30%, 9/20/18, Callable 12/1/97
               @100...............................        259
   1,280     El Paso County, Single Family
               Mortgage Revenue, 0.00%, 9/1/15,
               ETM................................        459
   2,500     Englewood, Multi-Family Housing,
               Marks Apartment Revenue, 6.65%,
               12/1/26, Callable 12/1/06 @102.....      2,616
</TABLE>

Continued

32

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
Colorado, continued:
 $ 1,415     Englewood, Multi-Family Housing,
               Marks Apartment Revenue, Series B,
               6.00%, 12/15/18, Callable 12/15/03
               @100, LOC: Citibank................   $  1,410
   1,685     Housing Finance Authority, GO, 6.80%,
               8/1/14, Callable 8/1/02 @102.......      1,759
   2,560     Housing Finance Authority,
               Multi-Family Mortgage Revenue,
               Series B, 6.00%, 10/1/25, Callable
               8/18/97 @101.5, FHA................      2,079
     165     Housing Finance Authority,
               Multi-Family Revenue, AMT, 5.75%,
               10/1/06, Callable 4/1/06 @102......        171
     875     Housing Finance Authority,
               Multi-Family Revenue, Series A,
               9.00%, 10/1/25, Callable 10/1/00
               @100, FHA..........................        883
     285     Housing Finance Authority, Series A,
               6.90%, 5/1/01......................        300
   2,500     Housing Finance Authority, Series
               B-2, AMT, 7.00%, 5/1/26, Callable
               5/1/07 @105........................      2,737
   3,550     Housing Finance Authority, Single
               Family, 7.45%, 11/1/27, Callable
               5/1/06 @105........................      4,012
     890     Housing Finance Authority, Single
               Family Program, Series B, 6.13%,
               5/1/13, Callable 11/1/04 @103,
               FHA................................        913
     830     Housing Finance Authority, Single
               Family Program, Series B, 7.50%,
               11/1/24, Callable 11/1/04 @105,
               FHA................................        924
     215     Housing Finance Authority, Single
               Family Program, Series B-2, 6.90%,
               8/1/17, Callable 2/1/01 @102,
               FHA................................        223
     420     Housing Finance Authority, Single
               Family Program, Series D-1, 6.60%,
               8/1/17, Callable 8/1/01 @102,
               FHA................................        427
   2,000     Housing Finance Authority, Single
               Family Program, Series D-1, 7.38%,
               6/1/26, Callable 12/1/05 @105......      2,204
     730     Housing Finance Authority, Single
               Family Program, Series E, AMT,
               6.25%, 12/1/09, Callable 12/1/04
               @103...............................        758
     415     Housing Finance Authority, Single
               Family Program, Sub Series A, AMT,
               6.50%, 12/1/02.....................        430
   9,500     Housing Finance Authority, Single
               Family Revenue, AMT, 7.25%, 5/1/27,
               Callable 5/1/07 @105...............     10,465
     970     Housing Finance Authority, Single
               Family Revenue, Series 95C, 7.45%,
               6/1/17, Callable 6/1/05 @105.......      1,092
<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
Colorado, continued:
 $   490     Housing Finance Authority, Single
               Family Revenue, Series A, 0.00%,
               9/1/14, FHA........................   $     81
     425     Housing Finance Authority, Single
               Family Revenue, Series A-3, AMT,
               6.50%, 11/1/23, Callable 5/1/02
               @102...............................        437
   3,500     Housing Finance Authority, Single
               Family Revenue, Series C-1, AMT,
               7.55%, 11/1/27, Callable 11/1/06
               @102...............................      3,905
   1,155     Jefferson County, Single Family
               Revenue, Refunding, Series A,
               8.88%, 10/1/13, Callable 4/1/01
               @103, MBIA.........................      1,238
   7,525     Meridian Metropolitan District,
               7.50%, 12/1/11, Callable 12/1/01
               @101...............................      8,270
   1,500     Mesa County, Residual Revenue
               Refunding, 0.00%, 12/1/11, ETM.....        694
   1,030     Mountain Village Metropolitan
               District, San Miguel County, GO,
               7.95%, 12/1/03, Callable 12/1/02
               @101...............................      1,159
   2,555     Mountain Village Metropolitan
               District, San Miguel County, GO,
               8.10%, 12/1/11, Callable 12/1/02
               @101...............................      2,873
                                                     --------
                                                       73,213
                                                     --------
Connecticut (0.0%):
     200     State Housing Mortgage, Series A,
               7.63%, 11/15/17, Callable 8/1/97
               @102.5.............................        205
                                                     --------
Delaware (0.0%):
     930     New Castle County, Single Family
               Mortgage Revenue, 0.00%, 11/1/16,
               FGIC...............................        139
                                                     --------
Florida (5.9%):
   1,250     Brevard County, Housing Finance
               Authority, Single Family Mortgage
               Revenue, AMT, 6.13%, 9/1/09,
               Callable 9/1/04 @102...............      1,276
   4,510     Duval County, Housing Finance
               Authority, Single Family Mortgage
               Revenue, Series C, 7.35%, 7/1/24,
               Callable 9/1/00 @103, FGIC.........      4,814
     565     Escambia County, Housing Finance
               Authority, Single Family Revenue,
               AMT, 6.60%, 10/1/12, Callable
               4/1/05 @102, GNMA..................        579
     495     Housing Finance Agency, Home
               Ownership Revenue, 7.50%, 9/1/14,
               Callable 9/1/00 @102, GNMA.........        523
   3,000     Lee County, Housing Finance
               Authority, Single Family Revenue,
               AMT, 7.20%, 3/1/27, Callable 3/1/07
               @105...............................      3,298
</TABLE>

Continued

                                                            33

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
Florida, continued:
 $ 1,000     Leon County, Housing Finance
               Authority, Multi-County Program,
               Series B, AMT, 7.30%, 1/1/28.......   $  1,109
   1,845     Manatee County, Housing Finance
               Authority, Mortgage Revenue, 8.38%,
               5/1/25, Callable 5/1/04 @105.......      2,079
   1,850     Manatee County, Housing Finance
               Authority, Mortgage Revenue, AMT,
               7.20%, 5/1/28, Callable 3/1/07
               @105, GNMA.........................      2,036
     790     Orange County, Housing Finance
               Authority, Mortgage Revenue, Series
               A, AMT, 7.25%, 9/1/19, Callable
               3/1/01 @103........................        833
     800     Orange County, Housing Finance
               Authority, Mortgage Revenue, Series
               A, AMT, 7.38%, 9/1/24, Callable
               3/1/01 @103, FHA...................        849
   1,155     Palm Beach County, Housing Finance
               Authority, Single Family Mortgage
               Revenue, Series A, AMT, 6.38%,
               10/1/06, Callable 10/1/04 @102.....      1,190
   2,500     Pinellas County, Housing Finance
               Authority, Single Family Mortgage
               Revenue, Multi-County, Series A,
               6.35%, 2/1/17, Callable 2/1/05
               @102...............................      2,579
   3,205     Pinellas County, Housing Finance
               Authority, Single Family Mortgage
               Revenue, Series 95-A, AMT, 6.25%,
               8/1/12, Callable 2/1/05 @102.......      3,312
   2,305     Polk County, Housing Finance
               Authority, Single Family Mortgage
               Revenue, Series A, AMT, 7.88%,
               9/1/22, Callable 3/1/00 @103.......      2,443
   1,320     Santa Rosa Bay Bridge Authority,
               0.00%, 7/1/08......................        692
   1,625     Santa Rosa Bay Bridge Authority,
               0.00%, 7/1/09......................        785
     500     State Finance Department, 6.25%,
               7/1/09, Callable 7/1/02 @101,
               MBIA...............................        536
                                                     --------
                                                       28,933
                                                     --------
Georgia (2.4%):
   2,500     Cobb County, Housing Authority, Pass
               through Certificates, Signature
               Series B, 9.00%, 10/1/10...........      2,587
     785     De Kalb County, Housing Authority
               Revenue, 6.40%, 5/1/05, Callable
               5/1/04 @100........................        813
   5,000     De Kalb County, Housing Authority
               Revenue, Multi-Family Housing,
               7.05%, 1/1/39, Callable 1/1/08
               @104, FHA..........................      5,378

<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
Georgia, continued:
 $   835     De Kalb County, Housing Authority
               Revenue, Single Family Housing,
               AMT, 7.65%, 6/1/18, Callable 6/1/04
               @100, GNMA.........................   $    881
   1,765     Fulton County, Housing Authority
               Revenue, Multi-Family Housing,
               Series A, AMT, 6.30%, 7/1/16,
               Callable 7/1/06 @102...............      1,800
                                                     --------
                                                       11,459
                                                     --------
Idaho (1.1%):
   1,500     Housing & Financial Assistance,
               Single Family Mortgage, Series D,
               AMT, 6.45%, 7/1/14, Callable 1/1/06
               @102, FHA..........................      1,556
   2,155     Housing & Financial Assistance,
               Single Family Mortgage, Series H,
               AMT, 6.05%, 7/1/14, Callable 1/1/07
               @102, FHA..........................      2,182
     325     Housing Agency, Single Family
               Mortgage, AMT, 6.30%, 7/1/24,
               Callable 1/1/03 @102...............        331
     190     Housing Agency, Single Family
               Mortgage, Series A-2, AMT, 6.55%,
               7/1/24, Callable 1/1/03 @102.......        196
   1,075     Housing Finance Assignment, Single
               Family Mortgage Revenue, Series
               97E-2, AMT, 5.95%, 7/1/14, Callable
               1/1/07 @101.5......................      1,084
                                                     --------
                                                        5,349
                                                     --------
Illinois (4.0%):
   5,890     Addison Alton Electric Public
               Improvements Revenue, Sub Series 1,
               0.00%, 7/1/11, Callable 7/1/04
               @62................................      2,494
     215     Aurora Kane & DuPage Counties, Single
               Family Mortgage Revenue, Series A,
               AMT, 7.95%, 10/1/25, GNMA..........        237
     355     Aurora, Single Family Mortgage
               Revenue Refunding, Series B, AMT,
               8.05%, 9/1/25, Callable 9/1/04
               @105...............................        397
   3,315     Bolingbrook Mortgage Revenue, Capital
               Appreciation, Sub Series 1, 0.00%,
               1/1/11, Callable 1/1/00 @48.6......      1,242
   1,765     Chicago, Residential Mortgage
               Revenue, 0.00%, 10/1/09, Callable
               4/1/98 @48.84, MBIA................        755
   1,500     Chicago, Single Family Mortgage
               Revenue, AMT, 7.63%, 9/1/27,
               Callable 6/15/06 @105, GNMA........      1,686
</TABLE>

Continued

34

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
Illinois, continued:
 $ 2,000     Chicago, Single Family Mortgage
               Revenue, Series 97-A, AMT, 7.25%,
               9/1/28, Callable 9/1/07 @105,
               GNMA...............................   $  2,198
   3,455     Chicago, Single Family Mortgage
               Revenue, Series A, AMT, 7.00%,
               9/1/27, Callable 3/1/06 @105.......      3,786
     790     Danville, Single Family Mortgage
               Revenue Refunding, 7.30%, 11/1/10,
               Callable 11/1/03 @102..............        834
   3,530     Freeport Single Family Mortgage
               Revenue, 0.00%, 8/1/10, Callable
               10/1/01 @49........................      1,244
     730     Housing Development Authority,
               Resident Mortgage Revenue, Series
               A, AMT, 7.35%, 8/1/10, Callable
               8/1/01 @102........................        765
   1,915     Housing Development Authority,
               Residential Mortgage Revenue,
               Series A, 0.00%, 2/1/17............        264
   4,685     Moline, Mortgage Revenue, Capital
               Appreciation, Sub Series 1, 0.00%,
               5/1/11, Callable 5/1/05 @65........      1,768
   1,040     Quincy, Single Family Mortgage
               Revenue Refunding, 6.88%, 3/1/10,
               Callable 3/1/04 @102...............      1,092
     455     Rock Island, Residential Mortgage
               Revenue Refunding, 7.70%, 9/1/08,
               Callable 9/1/02 @102...............        486
                                                     --------
                                                       19,248
                                                     --------
Indiana (1.5%):
   2,250     Marion County, Hospital Authority
               Revenue, 6.50%, 9/1/13, Callable
               9/1/99 @102........................      2,431
   1,000     State Housing Finance Authority,
               Single Family Mortgage Revenue,
               Series A-2, AMT, 6.45%, 7/1/14,
               Callable 7/1/05 @102, FHA..........      1,041
     695     State Housing Finance Authority,
               Single Family Mortgage Revenue,
               Series B-2, AMT, 7.80%, 1/1/22,
               Callable 7/1/00 @102, GNMA.........        732
   3,130     State Toll Finance Authority, Toll
               Road Revenue, 6.00%, 7/1/15,
               Callable 7/1/97 @100...............      3,133
                                                     --------
                                                        7,337
                                                     --------
Iowa (1.6%):
     650     Davenport, Home Ownership Mortgage
               Revenue Refunding, 7.90%, 3/1/10,
               Callable 9/1/04 @102...............        691
   1,105     Finance Authority, Multi-Family
               Revenue, AMT, 7.15%, 12/1/09.......      1,184

<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
Iowa, continued:
 $15,025     Finance Authority, Single Family
               Mortgage Revenue, 0.00%, 9/1/16,
               AMBAC..............................   $  1,786
   2,535     Finance Authority, Single Family
               Revenue Mortgage Backed Securities
               Program, Series C, 6.40%, 7/1/19,
               Callable 1/1/05 @102, GNMA.........      2,636
     615     Finance Authority, Single Family
               Revenue, AMT, 7.90%, 11/1/22,
               Callable 11/1/99 @102, GNMA........        645
     885     Salix, PCR, Gas & Electric Project,
               5.75%, 6/1/03, Callable 1/1/98
               @100...............................        890
                                                     --------
                                                        7,832
                                                     --------
Kansas (2.5%):
     470     Finney County, Single Family Mortgage
               Revenue, 8.95%, 10/1/09, Callable
               10/1/97 @100.......................        471
     860     Ford County, Single Family Mortgage
               Revenue, 7.90%, 8/1/10, Callable
               8/1/02 @103, FHA...................        926
   2,080     Johnson County, Single Family
               Mortgage Revenue, 7.10%, 5/1/12,
               Callable 5/1/04 @103...............      2,252
     545     Labette County, Single Family
               Mortgage Revenue, Series A, 8.40%,
               12/1/11, Callable 12/1/97 @100.....        579
     390     Olathe & Labette County, Single
               Family Mortgage Revenue, Series
               A-I, AMT, 8.10%, 8/1/23, Callable
               2/1/05 @105........................        434
   2,400     Reno & Labette County, Single Family
               Mortgage Revenue, Series A, 0.00%,
               12/1/15, ETM, FGIC.................        849
     530     Reno County, Single Family Mortgage
               Revenue, Series B, 8.70%, 9/1/11,
               Callable 9/1/01 @103...............        569
     445     Sedgwick & Shawnee County, Single
               Family Revenue, Series B, 8.05%,
               5/1/14, GNMA.......................        488
     465     Sedgwick & Shawnee County, Single
               Family Revenue, Series B-2, 7.80%,
               5/1/14, Callable 11/1/04 @103......        508
     470     Sedgwick & Shawnee County, Single
               Family Revenue, Series C-2, 7.80%,
               11/1/24, Callable 11/1/04 @105,
               GNMA...............................        521
</TABLE>

Continued

                                                                  35

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
Kansas, continued:
 $ 2,180     Sedgwick County, Mortgage Loan
               Revenue, Series B, AMT, 7.80%,
               6/1/22, Callable 6/1/00 @103,
               AMBAC, GNMA........................   $  2,309
     735     Sedgwick County, Mortgage Loan
               Revenue, Series C, 8.63%, 11/1/18,
               Callable 11/1/97 @103, GNMA........        761
   2,120     Shawnee County, Single Family
               Mortgage Revenue, 0.00%, 10/1/16,
               Callable 10/1/01 @23, MBIA.........        300
   1,070     Wichita, Single Family Mortgage
               Revenue, Series A, 7.10%, 9/1/09,
               Callable 3/1/03 @103...............      1,120
                                                     --------
                                                       12,087
                                                     --------
Kentucky (0.5%):
     590     Housing Corp. Revenue, Series D, AMT,
               6.13%, 7/1/22, Callable 7/1/98
               @100...............................        600
   1,760     Meade County, PCR, Olin Corp.
               Project, 6.00%, 7/1/07, Callable
               8/1/97 @100........................      1,769
                                                     --------
                                                        2,369
                                                     --------
Louisiana (1.3%):
     230     Calcasieu Parish, Public
               Transportation Authority Revenue,
               6.38%, 11/1/02.....................        238
     900     Calcasieu Parish, Single Family
               Mortgage Revenue, Series 92B,
               0.00%, 5/1/13, Callable 11/1/02
               @49................................        302
     865     Iberia Home Mortgage Authority,
               Single Family Mortgage Revenue
               Refunding, 7.38%, 1/1/11, Callable
               1/1/01 @100........................        932
   5,000     New Orleans, 0.00%, 9/1/14, AMBAC....      1,932
   1,080     New Orleans, Home Mortgage Authority,
               Special Obligation Refunding,
               6.25%, 1/15/11.....................      1,171
      89     Public Facilities Authority Revenue,
               Single Family Mortgage, 7.50%,
               10/1/15, Callable 4/15/98 @100.....         96
   1,462     Public Facilities Authority Revenue,
               Single Family Mortgage, Series C,
               8.45%, 12/1/12, Callable 10/1/01
               @101, FHA..........................      1,553
     180     St. Mary Public Finance Authority,
               Single Family Revenue, Series A,
               7.63%, 3/25/12, Callable 10/25/98
               @100...............................        197
                                                     --------
                                                        6,421
                                                     --------
Maine (0.5%):
   1,750     State Housing Authority, AMT, 6.10%,
               11/15/16, Callable 11/15/06 @102...      1,773
     810     State Housing Authority, Housing
               Finance Revenue, Series I, AMT,
               0.00%, 11/1/10, Callable 11/1/06
               @80.2..............................        387

<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
Maine, continued:
 $   535     State Housing Authority, Housing
               Finance Revenue, Series I, AMT,
               0.00%, 11/1/11, Callable 11/1/06
               @75.3..............................   $    239
     260     State Housing Authority, Series D-5,
               AMT, 6.90%, 11/15/01, Callable
               5/15/01 @102.......................        271
                                                     --------
                                                        2,670
                                                     --------
                                  Maryland (0.3%):
   1,240     Maryland Community Development,
               Multifamily Housing Revenue, Series
               E, AMT, 6.85%, 5/15/25, Callable
               5/15/04 @102, GNMA.................      1,304
                                                     --------
                             Massachusetts (0.7%):
     170     State Housing Finance Agency, Single
               Family Housing Revenue, AMT, 7.00%,
               12/1/23, Callable 6/1/01 @102......        173
   1,020     State Housing Finance Agency, Single
               Family Housing Revenue, AMT, 7.13%,
               6/1/25, Callable 6/1/02 @102.......      1,083
   1,920     State Port Authority Revenue, 7.13%,
               7/1/12, Callable 8/1/97 @100.5.....      1,934
                                                     --------
                                                        3,190
                                                     --------
Michigan (1.2%):
     620     Mount Clemens Housing Corp, Multi-
               Family Housing Revenue, Series A,
               6.25%, 6/1/03......................        650
   1,000     Riverview Community School District,
               5.25%, 5/1/14, Callable 5/1/04
               @102, AMBAC........................        980
   1,640     State Housing Development Authority,
               Home Improvement, Series B, AMT,
               7.65%, 12/1/12, Callable 12/1/99
               @102, FHA..........................      1,702
   1,395     State Housing Development Authority,
               Single Family Mortgage Revenue,
               7.50%, 6/1/15, Callable 1/1/99
               @100.75............................      1,465
     880     State Housing Development Authority,
               Single Family Mortgage Revenue,
               Series A, 7.70%, 12/1/16, Callable
               6/1/99 @102........................        899
                                                     --------
                                                        5,696
                                                     --------
Minnesota (0.2%):
   2,950     Minneapolis Mortgage Revenue, 0.00%,
               10/1/12, Callable 10/1/05 @100.....      1,107
                                                     --------
</TABLE>

Continued

36

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
Mississippi (2.2%):
 $ 1,000     Higher Education Assistance Corp.,
               Student Loan Revenue, AMT, 6.60%,
               1/1/05, Callable 7/1/02 @102.......   $  1,053
     915     Higher Education Assistance Corp.,
               Student Loan Revenue, Series C,
               AMT, 6.05%, 9/1/07, Callable 9/1/02
               @102...............................        947
   1,440     Higher Education, Student Loan
               Revenue, Series 92C, AMT, 6.50%,
               7/1/04, Callable 7/1/02 @102.......      1,523
   1,390     Home Corp., Single Family Revenue,
               7.10%, 12/1/10, Callable 3/1/98
               @100...............................      1,444
   2,000     Home Corp., Single Family Revenue,
               Series B, AMT, 7.90%, 3/1/25,
               Callable 3/1/05 @106, GNMA.........      2,220
   2,000     Home Corp., Single Family Revenue,
               Series F, AMT, 7.55%, 12/1/27,
               Callable 12/1/06 @105, GNMA,
               FNMA...............................      2,220
   1,440     Housing Finance Corp., Single Family
               Mortgage Revenue, AMT, 8.25%,
               10/15/18, Callable 10/15/99 @102,
               FGIC...............................      1,512
                                                     --------
                                                       10,919
                                                     --------
Missouri (2.3%):
     645     Grandview Industrial Development
               Authority, Multi-Family Housing
               Revenue, 9.25%, 5/15/08, Callable
               5/15/04 @103.......................        639
   2,295     Jackson County, Industrial
               Development Authority, Multi-Family
               Housing Revenue, 10.00%, 3/1/10....      2,311
   1,000     Jefferson City, Missouri School
               District, Series A, 6.70%,
               3/1/11.............................      1,153
   1,415     State Housing Development, Common
               Mortgage Revenue, Single Family,
               AMT, 7.38%, 8/1/23, Callable 2/1/01
               @102, GNMA.........................      1,497
     910     State Housing Development, Common
               Mortgage Revenue, Single Family,
               AMT, 7.25%, 9/1/26, Callable 3/1/06
               @105, GNMA.........................      1,003
   1,995     State Housing Development, Common
               Mortgage Revenue, Single Family,
               Series A, AMT, 7.20%, 9/1/26,
               Callable 9/1/06 @105, GNMA.........      2,180
   2,000     State Housing Development, Common
               Mortgage Revenue, Single Family,
               Series D, AMT, 7.10%, 9/1/27,
               Callable 1/1/07 @102, GNMA.........      2,167
                                                     --------
                                                       10,950
                                                     --------

<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
Montana (0.3%):
 $ 1,551     Greenwood Plaza Housing, Inc.,
               10.43%, 1/1/22, Callable 1/1/98
               @102.5, FHA........................   $  1,606
                                                     --------
Nebraska (0.2%):
   2,725     Finance Authority, Single Family
               Mortgage Revenue, 0.00%, 12/15/13,
               FHA................................        525
     235     Finance Authority, Single Family
               Mortgage Revenue, AMT, 6.35%,
               3/15/06, Callable 9/15/02 @102.....        242
                                                     --------
                                                          767
                                                     --------
Nevada (2.0%):
   1,500     Housing Division, Single Family
               Mortgage, Series C, AMT, 6.60%,
               4/1/14, Callable 4/1/06 @102.......      1,566
     430     Housing Division, Single Family
               Program, Series B-1, 6.20%,
               10/1/15, Callable 4/1/04 @102......        441
   1,255     Housing Division, Single Family
               Program, Series B-2, AMT, 7.90%,
               10/1/21, Callable 4/1/00 @102......      1,312
     890     Housing Finance Authority, Single
               Family Mortgage Revenue, Series Sub
               B-1, AMT, 6.00%, 4/1/10, Callable
               4/1/07 @102........................        903
   5,000     Washoe County, Water Facilities
               Revenue, Sierra Pacific Power, AMT,
               6.65%, 6/1/17, Callable 12/1/02
               @102, MBIA.........................      5,398
                                                     --------
                                                        9,620
                                                     --------
New Hampshire (1.5%):
   7,000     Higher Educational & Health
               Facilities, 6.13%, 10/1/13,
               Callable 10/1/03 @102..............      7,065
                                                     --------
New Jersey (0.5%):
     545     State Higher Education Assistance
               Authority, Student Loan Revenue,
               Series A, AMT, 7.00%, 7/1/05,
               Callable 7/1/01 @102...............        575
     935     State Housing & Mortgage Finance
               Agency Revenue, 7.38%, 10/1/17,
               Callable 10/1/99 @102, MBIA........        980
     710     State Housing & Mortgage Finance
               Agency, Home Mortgage Revenue,
               8.38%, 4/1/17, Callable 4/1/98
               @103, MBIA.........................        741
                                                     --------
                                                        2,296
                                                     --------
</TABLE>

Continued

                                                                             37

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
New Mexico (1.7%):
 $   335     Bernalillo County, Multi-Family
               Housing Revenue, Sub Series A2,
               7.00%, 11/1/08, Callable 11/1/03
               @103...............................   $    337
   1,000     Educational Assistance Foundation,
               Student Loan Program, AMT, 6.20%,
               11/1/08, Callable 11/01/06 @102....      1,038
     600     Educational Assistance Foundation,
               Student Loan Program, AMT, 6.30%,
               11/1/09, Callable 11/1/06 @102.....        623
     645     Hobbs, Single Family Mortgage Revenue
               Refunding, 8.75%, 7/1/11, Callable
               11/1/98 @100.......................        717
   1,140     Las Cruces, Housing Development
               Corp., Multi-family Revenue Refund
               Mortgage, Series A, 6.40%, 10/1/19,
               Callable 4/1/02 @102...............      1,158
     170     Las Cruces, Housing Development
               Corp., Multi-family Revenue Refund
               Mortgage, Sub-Series B, 9.00%,
               10/1/03............................        175
     395     Mortgage Finance Authority, Single
               Family Mortgage Refunding, Series
               A-2, 6.85%, 7/1/12, Callable 7/1/02
               @102...............................        415
   1,695     Mortgage Finance Authority, Single
               Family Mortgage Refunding, Series
               A-2, 6.90%, 7/1/24, Callable 7/1/02
               @102...............................      1,772
     890     Mortgage Finance Authority, Single
               Family Mortgage Revenue, Series 95,
               AMT, 6.45%, 7/1/25, Callable 1/1/06
               @102, GNMA.........................        912
   1,000     Mortgage Finance Authority, Single
               Family Mortgage, AMT, 6.05%,
               7/1/16, Callable 7/1/07 @102,
               GNMA...............................      1,015
     290     Mortgage Finance Authority, Single
               Family Mortgage, Series A, AMT,
               7.80%, 3/1/21, Callable 9/1/99
               @102, FHA..........................        303
                                                     --------
                                                        8,465
                                                     --------
New York (0.8%):
   1,395     Mortgage Agency Revenue, Homeowner
               Mortgage, AMT, 7.75%, 10/1/23,
               Callable 4/1/01 @102...............      1,476
   2,500     New York City, Industrial Development
               Agency Revenue, Japan Airlines,
               AMT, 6.00%, 11/1/15, Callable
               11/1/04 @102, FHA..................      2,586
                                                     --------
                                                        4,062
                                                     --------

<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
North Carolina (1.0%):
 $ 1,700     Housing Finance Agency, Single Family
               Revenue, Series O, AMT, 7.60%,
               3/1/21, Callable 1/1/98 @101.......   $  1,769
     475     Municipal Power Agency, Series B,
               6.00%, 1/1/20, Callable 7/10/97
               @100, MBIA.........................        475
   1,025     University of North Carolina, Series
               A, 5.30%, 5/15/12, Callable 5/15/07
               @101...............................      1,003
   1,425     University of North Carolina, Series
               B, 5.10%, 5/15/09, Callable 5/15/07
               @100...............................      1,441
                                                     --------
                                                        4,688
                                                     --------
North Dakota (0.8%):
   1,585     State Housing Finance Agency, Housing
               Finance Program, Series A, AMT,
               6.00%, 7/1/17, Callable 1/1/07
               @102...............................      1,603
     505     State Housing Finance Agency, Single
               Family Mortgage Revenue, Series
               95A, AMT, 7.40%, 7/1/15, Callable
               1/1/05 @102........................        534
   1,190     State Housing Finance Agency, Single
               Family Mortgage Revenue, Series A,
               AMT, 8.38%, 7/1/21, Callable 7/1/99
               @103, FHA..........................      1,251
     300     Student Loan, Series D, AMT, 5.95%,
               7/1/07, Callable 7/1/06 @100,
               AMBAC..............................        312
     300     Student Loan, Series D, AMT, 6.15%,
               7/1/09, Callable 7/1/06 @100,
               AMBAC..............................        312
                                                     --------
                                                        4,012
                                                     --------
Ohio (6.5%):
   1,000     Akron, Bath, Copley, Hospital
               Revenue, 7.00%, 1/1/12, ETM........      1,157
   4,500     Akron, Municipal Baseball Stadium,
               0.00%, 12/1/16, Callable 12/1/06
               @102...............................      3,661
   2,000     Cleveland, Stadium Project, 6.00%,
               11/15/08, AMBAC....................      2,178
   2,000     Cleveland, Stadium Project, 6.00%,
               11/15/09, AMBAC....................      2,168
   2,000     Cleveland, Stadium Project, 5.25%,
               11/15/10, Callable 11/15/07 @102,
               AMBAC..............................      2,001
   2,000     Cleveland, Waterworks Revenue, Series
               E, 6.00%, 1/1/17, Callable 8/1/97
               @100...............................      2,005
   1,000     Dayton, Special Facilities Revenue,
               Emery Air Freight Corp., 6.05%,
               10/1/09............................      1,033
</TABLE>

Continued

38

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
Ohio, continued:
 $   650     East Liverpool, Hospital Authority,
               Series 91B, 8.13%, 10/1/11,
               Callable 10/1/01 @102..............   $    712
   1,600     Forest Hills, Local School District,
               GO, 6.25%, 12/1/20, Callable
               12/1/06 @102, MBIA.................      1,711
   1,900     Hamilton County, Multi-Family Housing
               Revenue, AMT, 7.75%, 10/1/21,
               Callable 10/1/06 @102..............      1,918
   1,330     Housing Financial Agency, Single
               Family Mortgage Revenue, Series A,
               7.65%, 3/1/29, Callable 9/1/99
               @102, GNMA.........................      1,400
   1,595     Housing Financial Agency, Single
               Family Mortgage Revenue, Series D,
               7.00%, 9/1/11, GNMA................      1,689
   1,005     Housing Financial Agency, Single
               Family Mortgage Revenue, Series D,
               7.05%, 9/1/16, Callable 9/1/01
               @102, GNMA.........................      1,062
   2,500     State Educational Loan Revenue,
               Series A-1, AMT, 5.55%, 12/1/11,
               Callable 6/1/07 @102, AMBAC........      2,513
   1,000     Student Loan Funding Corp., Sub
               Series A, AMT, 6.10%, 8/1/07,
               Callable 8/1/03 @100...............      1,016
     600     University of Akron, General Receipts
               Revenue, 5.00%, 1/1/08, Callable
               1/1/07 @102, AMBAC.................        599
   1,000     University of Akron, General Receipts
               Revenue, 5.00%, 1/1/09, Callable
               1/1/07 @102, AMBAC.................        989
   1,455     University of Akron, General Receipts
               Revenue, 5.13%, 1/1/10, Callable
               1/1/07 @102, AMBAC.................      1,443
   1,000     University of Akron, General Receipts
               Revenue, 5.25%, 1/1/17, Callable
               1/1/07 @102, AMBAC.................        973
   1,200     Westlake, City School District,
               5.90%, 12/1/16, Callable 12/1/06
               @102...............................      1,239
                                                     --------
                                                       31,467
                                                     --------
Oklahoma (1.3%):
   2,730     Housing Finance Agency, Single Family
               Revenue, AMT, 7.05%, 9/1/26,
               Callable 9/1/06 @105...............      2,967
   3,000     Housing Finance Agency, Single Family
               Revenue, Series B-2, AMT, 7.63%,
               9/1/26, Callable 3/1/06 @105.......      3,292
                                                     --------
                                                        6,259
                                                     --------

<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Oregon (0.7%):
 $   600     Eugene, Trojan Nuclear Project
               Revenue, 5.90%, 9/1/09, Callable
               7/10/97 @100.......................   $    600
   1,545     Portland, Housing Authority,
               Multi-Family Housing Revenue, AMT,
               6.13%, 5/1/17, Callable 5/1/00
               @100...............................      1,561
   1,055     State Housing & Community Services,
               Single Family Mortgage Revenue,
               Series 92G, AMT, 6.80%, 7/1/27,
               Callable 11/18/02 @102.............      1,104
                                                     --------
                                                        3,265
                                                     --------
Pennsylvania (2.2%):
     395     Chester County, Hospital Authority
               Revenue, 7.00%, 7/1/10, Callable
               8/1/97 @102........................        404
   1,000     Clarion County, Hospital Authority
               Revenue, 8.10%, 7/1/12, Callable
               7/1/99 @102........................      1,057
   2,000     Greene County, Industrial Development
               Authority, Pollution Control
               Revenue, 6.10%, 2/1/07, Callable
               7/10/97 @100.......................      2,001
   1,280     Housing Finance Agency, Single Family
               Mortgage, AMT, 6.75%, 10/1/08,
               Callable 10/1/05 @102..............      1,437
   2,550     Philadelphia, Gas Works Revenue,
               Series A, 6.38%, 7/1/14, Callable
               7/1/03 @102........................      2,672
   1,380     Pittsburgh, Urban Redevelopment
               Authority, Mortgage Revenue, Series
               A, AMT, 8.35%, 10/1/14, Callable
               10/1/97 @103.......................      1,428
     705     Pittsburgh, Urban Redevelopment
               Authority, Mortgage Revenue, Sidney
               Square, Project A, AMT, 6.10%,
               9/1/10, Callable 9/1/06 @102.......        735
     640     Pittsburgh, Urban Redevelopment
               Authority, Single Family Mortgage
               Revenue, Series C, AMT, 7.88%,
               12/1/16, Callable 12/1/98 @102,
               GNMA...............................        668
     250     Scranton-Lackawanna, Hospital
               Facilities Revenue, 7.25%, 7/1/99,
               Callable 7/1/98 @102, BIG..........        263
                                                     --------
                                                       10,665
                                                     --------
</TABLE>

Continued

                                                                              39

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
Rhode Island (1.9%):
 $ 2,630     Housing & Mortgage Financial Corp.,
               Home Ownership Opportunity, AMT,
               6.15%, 4/1/17, Callable 10/1/06
               @102...............................   $  2,679
     500     Housing & Mortgage Financial Corp.,
               Home Ownership Opportunity, Series
               15-B, 6.00%, 10/1/04, Callable
               4/1/04 @102, MBIA..................        513
   1,000     Housing & Mortgage Financial Corp.,
               Home Ownership Opportunity, Series
               3A, 7.85%, 10/1/16, Callable
               10/1/00 @102.......................      1,055
     665     Housing & Mortgage Financial Corp.,
               Homeownership Opportunity, Series
               C-1, AMT, 6.80%, 10/1/23, Callable
               10/1/01 @102.......................        682
   4,500     State Capital Development, Series A,
               5.00%, 8/1/10, Callable 8/1/07
               @101, MBIA.........................      4,400
                                                     --------
                                                        9,329
                                                     --------
South Carolina (3.8%):
     655     Horry County, Airport Revenue, Series
               A, AMT, 5.60%, 7/1/17, Callable
               7/1/07 @102, FSA...................        649
   3,000     Piedmont, Municipal Power Agency,
               Electric Revenue Refunding, Series
               A, 6.60%, 1/1/21, Callable 1/1/98
               @100...............................      3,011
   5,000     Piedmont, Municipal Power Agency,
               Electric Revenue Refunding, Series
               B, 5.25%, 1/1/12, Callable 1/1/07
               @101.5, MBIA.......................      4,930
   6,175     Piedmont, Municipal Power Agency,
               Electric Revenue, Series A, 6.55%,
               1/1/16, Callable 1/1/98 @100.......      6,202
   1,000     Resource Authority, Local Government
               Program Revenue, Series A, 7.25%,
               6/1/20, Callable 6/1/00 @102.......      1,068
   2,500     State Housing Authority, Single
               Family Mortgage, Series B, 7.00%,
               7/1/11, Callable 7/1/02 @100, FHA,
               VA.................................      2,555
                                                     --------
                                                       18,415
                                                     --------

<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
South Dakota (0.7%):
 $   400     Housing Development Authority,
               Homeowner Mortgage, Series D-1,
               AMT, 6.80%, 5/1/12, Callable 5/1/03
               @102...............................   $    421
   1,490     Student Loan Assistance Corp.,
               Student Loan Revenue, Series B,
               AMT, 7.63%, 8/1/06, Callable 8/1/99
               @102, MBIA.........................      1,574
   1,335     Student Loan Finance Corp., Student
               Loan Revenue, Series A, AMT, 6.65%,
               8/1/08, Callable 8/1/01 @102.......      1,391
                                                     --------
                                                        3,386
                                                     --------
Tennessee (1.6%):
     910     Bristol, Multi-Family Home Revenue,
               Shelby Heights Project, Series 97,
               6.10%, 3/1/12, Callable 3/1/07
               @101...............................        917
   2,000     Housing Development Agency,
               Homeownership Program, AMT, 7.38%,
               7/1/23, Callable 7/1/01 @102.......      2,095
     825     Housing Development Agency,
               Homeownership Program, Series P,
               7.70%, 7/1/16, Callable 7/1/00
               @103...............................        869
   1,305     Housing Development Agency,
               Homeownership Program, Series V,
               AMT, 7.65%, 7/1/22, Callable 7/1/01
               @102...............................      1,372
     665     La Follette, Housing Development
               Corp., Mortgage Revenue Refunding,
               Series A, 6.25%, 1/1/16, Callable
               7/1/05 @102, MBIA, FHA.............        682
     380     La Follette, Housing Development
               Corp., Mortgage Revenue Refunding,
               Series A, 6.37%, 1/1/20, Callable
               7/1/05 @102, MBIA, FHA.............        391
   1,285     Memphis Health, Educational & Housing
               Revenue Refunding, 7.37%, 1/20/27,
               Callable 1/20/02 @103, GNMA, FHA...      1,371
                                                     --------
                                                        7,697
                                                     --------
Texas (10.9%):
   1,580     Beaumont, Housing Finance Corp.
               Single Family Mortgage Revenue
               Refunding, 9.20%, 3/1/12, Callable
               9/1/01 @103........................      1,757
   1,765     Bexar County, Housing Finance Corp.,
               Residual Revenue, GO, 0.00%,
               3/1/15, Callable 1/1/99 @35.2......        585
     175     Cameron County, Housing Finance
               Corp., Single Family Housing
               Revenue Refunding, 6.20%, 3/1/13,
               Callable 9/1/02 @103, GNMA, FNMA...        179
</TABLE>

Continued

40

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
Texas, continued:
 $ 2,500     Central Housing Finance Corp., Single
               Family Mortgage Revenue, Series A,
               0.00%, 9/1/16, ETM.................   $    840
   4,000     Dallas-Fort Worth, Regulation Airport
               Revenue, 6.10%, 11/1/07, Callable
               7/1/98 @100........................      4,007
   4,225     Dallas County, Housing Finance Corp.,
               Single Family Mortgage Revenue,
               0.00%, 1/1/17, FGIC................        645
   1,000     Dallas County, Improvement &
               Refunding, Series A, 6.50%,
               8/15/09, Callable 8/15/01 @100.....      1,075
     640     El Paso, Housing Finance Corp.,
               Single Family Mortgage Revenue
               Refunding, Series A, AMT, 8.75%,
               10/1/11, Callable 10/1/00 @100,
               FHA................................        711
     410     El Paso, Housing Finance Corp.,
               Single Family Mortgage Revenue,
               AMT, 7.75%, 9/1/19, Callable 9/1/98
               @103...............................        427
     450     El Paso, Housing Finance Corp.,
               Single Family Mortgage Revenue,
               AMT, 8.20%, 3/1/21, Callable 3/1/99
               @103...............................        472
   3,630     Fort Worth, Housing Finance Corp.,
               Home Mortgage Revenue Refunding,
               Series A, 8.50%, 10/1/11, Callable
               10/1/00 @100.......................      3,949
   1,465     Galveston, Property Finance
               Authority, Single Family Mortgage
               Revenue Refunding, Series A, 8.50%,
               9/1/11, Callable 9/1/01 @103.......      1,586
   1,000     Houston, Hotel Occupancy Tax Revenue,
               Series A, 7.00%, 7/1/15, Callable
               7/1/01 @100, FGIC..................      1,096
   2,365     Houston, Housing Financial Corp.,
               Single Family Mortgage Revenue
               Refunding, Series B-2, 0.00%,
               6/1/14, Callable 12/1/06 @58.......        676
   2,500     Houston, Single Family Mortgage
               Revenue, Series B-1, 8.00%, 6/1/14,
               Callable 12/1/06 @102..............      2,711
     855     Laredo, Housing Finance Corp., Single
               Family Mortgage Revenue, AMT,
               6.20%, 10/1/19, Callable 4/1/04
               @103, GNMA.........................        874
     730     Lubbock, Housing Finance Corp.,
               Single Family Mortgage Revenue,
               8.00%, 12/1/20, Callable 1/1/99
               @100, GNMA.........................        745

<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Texas, continued:
 $ 1,000     Lufkin, Health Facilities Development
               Corp, Health Systems Revenue
               Refunding, 6.50%, 2/15/06..........   $  1,053
     600     North Texas Higher Education
               Authority, Student Loan Revenue,
               Series D, 6.88%, 4/1/02, Callable
               4/1/00 @102, AMBAC.................        636
   9,000     Nueces County, Port Corpus Christi
               Authority, PCR, AMT, 6.88%, 4/1/17,
               Callable 4/1/02 @102...............      9,662
   7,100     Red River Authority, PCR, AMT, 6.88%,
               4/1/17, Callable 4/1/02 @102.......      7,638
   2,000     San Antonio, Hotel Occupancy Revenue,
               0.00%, 8/15/17, FGIC...............        643
   1,555     Southeast Texas Housing Finance
               Corp., Residual Revenue, Series A,
               0.00%, 11/1/14.....................        560
   1,500     State Department of Housing &
               Community Affairs, Multi-Family
               Housing Revenue, Series A, 6.30%,
               1/1/16, Callable 1/1/07 @102.......      1,535
     510     State Department of Housing &
               Community Affairs, Multi-Family
               Revenue, Series A, 5.90%, 7/1/06...        519
  10,060     State Department of Housing &
               Community Affairs, Single Family
               Revenue Refunding, Series A, 0.00%,
               3/1/15, Callable 8/1/97 @30........      3,089
   2,985     State Higher Education Coordinating
               Board, Student Loan Revenue, AMT,
               0.00%, 10/1/25, Callable 10/1/01
               @100...............................      2,668
     810     State Veterans Housing Assistance,
               AMT, 6.05%, 12/1/12, Callable
               12/1/02 @102.......................        823
     200     Travis County, Housing Finance Corp.,
               Residential Mortgage Revenue,
               Series A, 7.00%, 12/1/11, Callable
               12/1/01 @103.......................        212
     730     Travis County, Housing Finance Corp.,
               Single Family Mortgage Revenue
               Refunding, Series A, 6.25%, 4/1/19,
               Callable 4/1/99 @100, GNMA.........        756
   1,220     Winter Garden Housing Finance Corp.,
               Single Family Mortgage Revenue,
               AMT, 6.20%, 10/1/19, Callable
               4/1/99 @100, GNMA..................      1,243
                                                     --------
                                                       53,372
                                                     --------
</TABLE>

Continued

                                                                             41

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
Utah (1.3%):
 $ 1,725     Provo City Housing Authority, Multi
               Family Revenue, 5.80%, 7/20/22,
               Callable 7/20/07 @102, GNMA........   $  1,720
   1,000     State Housing Finance Agency, Single
               Family Mortgage, AMT, 5.95%,
               7/1/09, Callable 1/1/07 @102,
               FHA................................      1,012
   1,125     State Housing Finance Agency, Single
               Family Mortgage, AMT, 6.25%,
               7/1/14, Callable 1/1/07 @102,
               FHA................................      1,153
   2,250     State Housing Finance Agency, Single
               Family Mortgage, Issue A-1, 6.00%,
               7/1/14, Callable 1/1/07 @102,
               FHA................................      2,269
     245     State Housing Finance Agency, Single
               Family Mortgage, Series A-1, 6.90%,
               7/1/12, Callable 1/1/03 @102,
               FHA................................        258
                                                     --------
                                                        6,412
                                                     --------
Virginia (1.1%):
   4,700     Metropolitan Washington D.C.
               Airports, Series B, AMT, 5.25%,
               10/1/11, Callable 10/1/07 @101,
               FGIC...............................      4,639
     755     Virginia Beach Development Authority,
               Multi-Family Housing Revenue, 2nd
               Mortgage, Series B, 8.75%, 1/15/09,
               Callable 7/15/97 @100..............        749
                                                     --------
                                                        5,388
                                                     --------
Washington (0.6%):
   2,750     State Public Power Supply, Nuclear
               Project No. 2, Revenue Refunding,
               Series B, 5.63%, 7/1/12, Callable
               7/1/03 @102, FSA...................      2,776
                                                     --------
West Virginia (1.3%):
     315     Charleston, Common Parking Facilities
               Revenue, 0.00%, 12/1/11............        129
     340     Charleston, Common Parking Facilities
               Revenue, 0.00%, 12/1/12............        129
     340     Charleston, Common Parking Facilities
               Revenue, 0.00%, 12/1/13............        119
     385     Charleston, Common Parking Facilities
               Revenue, 0.00%, 12/1/15............        115
     410     Charleston, Common Parking Facilities
               Revenue, 0.00%, 12/1/16............        112
   1,000     Charleston, Common Parking Facilities
               Revenue, 0.00%, 12/1/20............        205
   1,595     Charleston, Common Parking Facilities
               Revenue, 0.00%, 12/1/21............        306
   1,630     Charleston, Common Parking Facilities
               Revenue, 0.00%, 12/1/22............        292

<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
West Virginia, continued:
 $ 1,665     Charleston, Common Parking Facilities
               Revenue, 0.00%, 12/1/23............   $    279
   8,370     Kanawha-Putnam County, Single Family
               Mortgage, Series A, 0.00%, 12/1/16,
               AMBAC..............................      2,826
   1,500     State Housing Development Fund,
               Housing Finance, AMT, 7.20%,
               11/1/20, Callable 5/1/02 @102,
               FHA................................      1,592
      60     State Housing Development Fund,
               Single Family Mortgage, 6.13%,
               7/1/13, Callable 7/1/97 @100,
               FHA................................         60
                                                     --------
                                                        6,164
                                                     --------
Wisconsin (0.5%):
     990     Housing & Economic Development, Home
               Ownership Revenue, AMT, 8.00%,
               3/1/21, Callable 9/1/00 @102,
               FHA................................      1,017
     440     State, Series A, 7.50%, 1/1/15,
               Callable 7/9/97 @101.5.............        448
   1,000     State, Series A, AMT, 7.50%, 1/1/21,
               Callable 7/1/00 @100...............      1,041
                                                     --------
                                                        2,506
                                                     --------
Wyoming (4.9%):
     120     Community Development Authority,
               Single Family Mortgage, Series A,
               6.88%, 6/1/14, Callable 6/1/01
               @102, FHA..........................        123
     350     Community Development Authority,
               Single Family Mortgage, Series E,
               AMT, 7.75%, 6/1/09, Callable
               11/30/98 @100.9....................        362
   4,400     Student Loan Corp., Student Loan
               Revenue, AMT, 4.00%, 12/1/05*......      4,400
   9,900     Student Loan Corp., Student Loan
               Revenue, AMT, Series A, 4.00%,
               12/1/45*...........................      9,899
   8,900     Student Loan Corp., Student Loan
               Revenue, Series A, AMT, 4.00%,
               2/1/32*............................      8,900
                                                     --------
                                                       23,684
                                                     --------
                             Total Municipal Bonds    480,539
                                                     --------
INVESTMENT COMPANIES (1.2%):
   5,672     Provident Municash...................      5,672
                                                     --------
                        Total Investment Companies      5,672
                                                     --------
                        Total (Cost--$476,532) (a)   $486,211
                                                     ========
</TABLE>

Continued

42

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

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

Percentages indicated are based on net assets of $486,664.
(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 $74. Cost for federal income tax purposes differs from value
    by net unrealized appreciation of securities as follows (amounts in
    thousands):

<TABLE>
                  <S>                                                                         <C>
                  Unrealized appreciation..................................................   $10,279
                  Unrealized depreciation..................................................      (674)
                                                                                              -------
                  Net unrealized appreciation..............................................   $ 9,605
                                                                                              =======
</TABLE>

 * Variable rate securities having liquidity sources through bank letters of
   credit or other cards and/or liquidity agreements. The interest rate, which
   will change periodically, is based upon bank prime rates or an index of
   market rates. The rate reflected on the Schedule of Portfolio Investments is
   the rate in effect at June 30, 1997.

<TABLE>
<S>       <C>
AMBAC     Insured by AMBAC Indemnity Corp.
AMT       Alternative Minimum Tax Paper
BIG       Insured by Bond Insurance Guarantee
ETM       Escrowed to Maturity
FGIC      Insured by Federal Guarantee Insurance Corp.
FHA       Insured by Federal Housing Authority
FNMA      Insured by Federal National Mortgage Association
FSA       Insured by Federal Security Assurance
GNMA      Insured by Government National Mortgage Association
GO        General Obligation
LOC       Letters of Credit
MBIA      Insured by Municipal Bond Insurance Association
PCR       Pollution Control Revenue
VA        Veterans Administration
</TABLE>

See notes to financial statements.

                                                                              43

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Kentucky Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS (98.6%):
Arizona (0.3%):
 $ 1,000     Tucson & Pima County, Single Family
               Mortgage Revenue, 0.00%, 12/1/14,
               ETM...............................   $    378
                                                    --------
Colorado (0.6%):
   2,000     El Paso County, Single Family
               Mortgage Revenue, 0.00%, 9/1/15,
               ETM...............................        718
                                                    --------
Kansas (0.8%):
   1,600     Kansas City, Single Family Mortgage
               Revenue, Series 1983 A, 0.00%,
               12/1/14, ETM......................        604
   1,000     Saline County, Single Family
               Mortgage Revenue, Series 1983 A,
               0.00%, 12/1/15, ETM...............        354
                                                    --------
                                                         958
                                                    --------
Kentucky (95.1%):
     225     Ashland Utility Refunding Revenue,
               6.65%, 4/1/04, Callable 10/1/97
               @102..............................        231
   1,500     Berea College Utility Revenue, AMT,
               5.90%, 6/1/17, Callable 6/1/07
               @102..............................      1,515
     200     Boone County, Certificates of
               Participation, Public Golf, 6.35%,
               11/15/02..........................        215
     200     Boone County, Certificates of
               Participation, Public Golf, 6.40%,
               11/15/03, Callable 11/15/02
               @102..............................        217
     250     Boone County, School District
               Finance Corp., School Building
               Revenue, 6.70%, 9/1/06, Callable
               9/1/01 @103.......................        275
     310     Boone County, School District
               Finance Corp., School Building
               Revenue, 7.10%, 8/1/07, Callable
               8/1/00 @103.......................        341
   1,000     Boone County, School District
               Finance Corp., School Building
               Revenue, 6.70%, 9/1/07, Callable
               9/1/01 @103.......................      1,097
     395     Boone County, School District
               Finance Corp., School Building
               Revenue, 7.10%, 8/1/08, Callable
               8/1/00 @103.......................        435
     230     Bowling Green, Key Municipal
               Projects Corp., Lease Revenue,
               7.20%, 10/1/01, Callable 4/1/99
               @102..............................        245
     280     Bowling Green, Key Municipal
               Projects Corp., Lease Revenue,
               7.40%, 10/1/04, Callable 4/1/99
               @102..............................        299
     250     Campbell & Kenton Counties,
               Sanitation District #1, Sanitation
               District Revenue, 7.10%, 8/15/99,
               Callable 8/15/97 @100.5...........        252

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Kentucky, continued:
 $   315     Campbell & Kenton Counties,
               Sanitation District #1, Sanitation
               District Revenue, 6.38%, 8/1/03,
               ETM...............................   $    330
     630     Campbell & Kenton Counties,
               Sanitation District #1, Sanitation
               District Revenue, 7.13%, 8/1/05,
               ETM...............................        662
     415     Clinton County, School District
               Finance Corp., School Building
               Revenue, 6.10%, 6/1/09, Callable
               6/1/02 @102.......................        439
     445     Clinton County, School District
               Finance Corp., School Building
               Revenue, 6.10%, 6/1/10, Callable
               6/1/02 @102.......................        469
     325     Clinton County, School District
               Finance Corp., School Building
               Revenue, 6.10%, 6/1/11, Callable
               6/1/02 @102.......................        342
     510     Clinton County, School District
               Finance Corp., School Building
               Revenue, 6.10%, 6/1/12, Callable
               6/1/02 @102.......................        535
     250     Danville, Hospital Revenue, Hospital
               Revenue Refunding, Esphraim
               McDowell Region, 6.20%, 4/1/98,
               FGIC..............................        254
     345     Danville, Hospital Revenue, Hospital
               Revenue Refunding, Esphraim
               McDowell Region, 6.40%, 4/1/00,
               FGIC..............................        363
     100     Danville, Multi-City Lease Revenue,
               Metro Sewer District, 6.35%,
               2/1/02, Prerefunded 2/1/01 @102,
               MBIA..............................        108
     225     Danville, Multi-City Lease Revenue,
               Metro Sewer District, 6.50%,
               2/1/04, Prerefunded 2/1/01 @102,
               MBIA..............................        245
     500     Daviess County, Hospital Revenue,
               Owensboro-Daviess County, 6.00%,
               8/1/04, Callable 8/1/02 @102,
               MBIA..............................        536
     500     Development Finance Authority,
               Hospital Revenue, Baptist
               Hospital, Inc., 6.88%, 9/1/99,
               ETM, BIG..........................        528
   4,500     Development Finance Authority,
               Hospital Revenue, Elizabeth,
               Med-A, 6.00%, 11/1/10, Callable
               11/1/01 @100, FGIC................      4,692
     500     Development Finance Authority,
               Pooled Loan Program, 6.80%,
               12/1/97, FGIC.....................        506
     500     Eastern Kentucky University,
               Revenue, 6.00%, 5/1/99, AMBAC.....        516
</TABLE>

Continued

44

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Kentucky Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Kentucky, continued:
 $   250     Eastern Kentucky University,
               Revenues Construction, Educational
               Buildings, Series 0, 6.70%,
               5/1/07, Callable 5/1/01 @102,
               AMBAC.............................   $    272
     655     Fayette County, School District
               Finance Corp., School Building
               Refunding Revenue, 6.00%, 5/1/02,
               Callable 5/1/00 @102..............        693
   1,255     Fayette County, School District
               Finance Corp., School Building
               Revenue, Series A, 5.35%, 1/1/13,
               Callable 1/1/07 @102..............      1,253
     200     Hardin County, Water District #1,
               Waterworks Refunding Revenue,
               6.70%, 9/1/05, Callable 3/1/01
               @102..............................        217
     180     Henderson Electric Light & Power
               Revenue, 5.70%, 3/1/03, Callable
               7/10/97 @100......................        180
   1,025     Higher Education Student Loan Corp.,
               Insured Student Loan Revenue,
               Series C, 6.50%, 6/1/02, GSL......      1,098
   1,500     Higher Education Student Loan Corp.,
               Insured Student Loan Revenue,
               Series C, AMT, 5.45%, 6/1/03,
               GSL...............................      1,540
   1,705     Higher Education Student Loan Corp.,
               Insured Student Loan Revenue,
               Series D, AMT, 7.00%, 12/1/06,
               Callable 12/1/01 @102, GSL........      1,861
     760     Housing Corp. Revenue, 7.40%,
               1/1/10, Callable 7/1/00 @102......        802
     500     Housing Corp. Revenue, Series A,
               5.40%, 1/1/05, Callable 7/1/03
               @102, FHA, FNMA, VA...............        517
     500     Housing Corp. Revenue, Series A,
               5.50%, 1/1/06, Callable 7/1/03
               @102, FHA, FNMA, VA...............        518
     500     Housing Corp. Revenue, Series A,
               5.60%, 1/1/07, Callable 7/1/03
               @102, FHA, FNMA, VA...............        518
     400     Housing Corp. Revenue, Series B,
               5.85%, 7/1/00, FHA, FNMA, VA......        414
     275     Housing Corp. Revenue, Series B,
               6.20%, 7/1/03, Callable 7/1/02
               @102, FHA, FNMA, VA...............        287
   1,745     Housing Corp. Revenue, Series D,
               5.80%, 7/1/13, Callable 7/1/06
               @102..............................      1,776
     410     Infrastructure Authority Revenue,
               Governmental Agencies Program
               Revenue, 5.25%, 8/1/04, Callable
               8/1/03 @102.......................        422
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
MUNICIPAL BONDS, CONTINUED:
Kentucky, continued:
 $   110     Infrastructure Authority Revenue,
               Governmental Agencies Program
               Revenue, 6.00%, 8/1/11, Callable
               8/1/01 @100.......................   $    112
     500     Infrastructure Authority Revenue,
               Governmental Agencies Program
               Revenue, 5.75%, 8/1/13, Callable
               8/1/03 @102.......................        508
     500     Infrastructure Authority Revenue,
               Governmental Agencies Program,
               Refunding Revenue, 5.40%, 8/1/06,
               Callable 8/1/03 @102..............        516
   1,000     Infrastructure Authority Revenue,
               Revolving Fund Program, Series E,
               6.40%, 6/1/04, Callable 6/1/01
               @102..............................      1,076
     710     Infrastructure Authority Revenue,
               Revolving Fund Program, Series E,
               6.50%, 6/1/05, Callable 6/1/01
               @102..............................        764
     250     Infrastructure Authority Revenue,
               Series G, 6.10%, 6/1/02...........        267
     250     Interlocal School Transportation
               Assoc., Equipment Lease Revenue,
               6.00%, 3/1/01.....................        263
     405     Interlocal School Transportation
               Assoc., Equipment Lease Revenue,
               6.00%, 3/1/02.....................        429
     135     Jefferson County, Capital Projects,
               7.70%, 6/1/01, Callable 12/1/97,
               ETM...............................        151
     500     Jefferson County, Capital Projects,
               First Mortgage Refunding Revenue,
               6.38%, 12/1/07, ETM...............        527
     725     Jefferson County, Capital Projects,
               Series A, 6.10%, 8/15/07, Callable
               2/15/03 @102......................        778
   1,000     Jefferson County, Capital Projects,
               Series A, 5.50%, 4/1/10, Callable
               4/1/06 @102, AMBAC................      1,022
   1,000     Jefferson County, Capital Projects,
               Series A, 5.50%, 4/1/11, Callable
               4/1/06 @102, AMBAC................      1,018
     500     Jefferson County, Health Facilities
               Revenue, Jewish Hospital
               Healthcare Services, Inc., 6.05%,
               5/1/02, AMBAC.....................        533
   1,000     Jefferson County, Health Facilities
               Revenue, Jewish Hospital
               Healthcare Services, Inc., 6.10%,
               5/1/03, Callable 5/1/02 @102,
               AMBAC.............................      1,076
</TABLE>

Continued

                                                                              45

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Kentucky Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Kentucky, continued:
 $   300     Jefferson County, Health Facilities
               Revenue, Jewish Hospital
               Healthcare Services, Inc., 6.20%,
               5/1/04, Callable 5/1/02 @102,
               AMBAC.............................   $    324
     500     Jefferson County, Health Facilities
               Revenue, Jewish Hospital
               Healthcare Services, Inc., 6.38%,
               5/1/08, Callable 5/1/02 @102,
               AMBAC.............................        538
     930     Jefferson County, Health Facilities
               Revenue, Jewish Hospital
               Healthcare Services, Inc., 5.65%,
               1/1/10, Callable 1/1/07 @102......        951
   2,000     Jefferson County, Hospital Revenue,
               Alliant Hospital Systems, 6.20%,
               10/1/04, Callable 10/1/02 @102,
               MBIA..............................      2,171
     550     Jefferson County, Pollution Control
               Revenue, Louisville Gas & Electric
               Co., 7.45%, 6/15/15, Callable
               6/15/00 @102......................        601
   1,000     Jefferson County, School District
               Finance Corp., School Building
               Revenue, 6.00%, 1/1/04, Callable
               7/1/02 @102, MBIA.................      1,073
     625     Jefferson County, School District
               Finance Corp., School Building
               Revenue, 7.15%, 9/1/04,
               Prerefunded 9/1/00 @103...........        694
     675     Jefferson County, School District
               Finance Corp., School Building
               Revenue, 7.20%, 9/1/05,
               Prerefunded 9/1/00 @103...........        751
   1,430     Jefferson County, School District
               Finance Corp., School Building
               Revenue, 5.25%, 7/1/07, Callable
               7/1/05 @102, MBIA.................      1,471
   2,315     Junction City, College Revenue,
               Centre College Project, 5.70%,
               4/1/12, Callable 4/1/07 @102......      2,394
     500     Kenton County, Airport Revenue,
               International, Series AR-A, AMT,
               6.10%, 3/1/04, Callable 3/1/02
               @101, FSA.........................        531
   1,000     Kenton County, Airport Revenue,
               International, Series AR-A, AMT,
               6.20%, 3/1/05, Callable 3/1/02
               @101, FSA.........................      1,063
     500     Kenton County, Airport Revenue,
               International, Series B, AMT,
               5.75%, 3/1/07, Callable 3/1/03
               @102, FSA.........................        524
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
MUNICIPAL BONDS, CONTINUED:
Kentucky, continued:
 $   500     Kenton County, Airport Revenue,
               International, Series B, AMT,
               5.75%, 3/1/08, Callable 3/1/03
               @102, FSA.........................   $    520
     380     Kenton County, Public Properties
               Corp. Revenue, Community Health
               Care Facilities Project, 7.00%,
               10/1/06, Prerefunded 10/1/99
               @102..............................        410
     200     Kenton County, School District
               Finance Corp., School Building
               Revenue, 6.30%, 12/1/00...........        212
     100     Kenton County, School District
               Finance Corp., School Building
               Revenue, 6.50%, 12/1/02, Callable
               12/1/01 @102......................        110
     325     Kenton County, School District
               Finance Corp., School Building
               Revenue Refunding, 5.25%, 7/1/07,
               Callable 7/1/03 @102..............        334
     495     Kenton County, Water District,
               Waterworks Revenue, District #001,
               6.30%, 2/1/02, FGIC...............        532
   1,015     Kenton County, Water District,
               Waterworks Revenue, District #001,
               6.38%, 2/1/04, Callable 2/1/02
               @103, FGIC........................      1,110
     265     Lexington-Fayette Urban County
               Government, Economic Development
               Revenue, 7.54%, 12/1/03...........        265
     300     Lexington-Fayette Urban County
               Government, Educational Facilities
               Revenue, Transylvania University,
               7.15%, 2/1/00, Callable 2/1/99
               @102, MBIA........................        319
     250     Lexington-Fayette Urban County
               Government, Educational Facilities
               Revenue, Transylvania University,
               7.25%, 2/1/02, Callable 2/1/99
               @102, MBIA........................        265
     335     Lexington-Fayette Urban County
               Government, Public Facilities
               Corp., Capital Projects Mortgage
               Revenue, 6.20%, 4/1/05,
               Prerefunded 4/1/02 @102...........        366
     355     Lexington-Fayette Urban County
               Government, Public Facilities
               Corp., Capital Projects Mortgage
               Revenue, 6.30%, 4/1/06,
               Prerefunded 4/1/02 @102...........        389
</TABLE>

Continued

46

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Kentucky Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Kentucky, continued:
 $   380     Lexington-Fayette Urban County
               Government, Public Facilities
               Corp., Capital Projects Mortgage
               Revenue, 6.40%, 4/1/07,
               Prerefunded 4/1/02 @102...........   $    418
     405     Lexington-Fayette Urban County
               Government, Public Facilities
               Corp., Capital Projects Mortgage
               Revenue, 6.40%, 4/1/08,
               Prerefunded 4/1/02 @102...........        445
     425     Lexington-Fayette Urban County
               Government, Public Facilities
               Corp., Capital Projects Mortgage
               Revenue, 6.40%, 4/1/09,
               Prerefunded 4/1/02 @102...........        467
     425     Lexington-Fayette Urban County
               Government, Public Facilities
               Corp., Greenspace Project Revenue,
               6.75%, 12/1/05, Prerefunded
               12/1/00 @102......................        466
     240     Lexington-Fayette Urban County
               Government, Public Facilities
               Corp., Greenspace Project Revenue,
               6.75%, 12/1/07, Prerefunded
               12/1/00 @102......................        263
     350     Lexington-Fayette Urban County
               Government, Public Facilities
               Corp., Mortgage Revenue, 6.70%,
               2/1/02, Callable 2/1/00 @102......        376
     210     Lexington-Fayette Urban County
               Government, Public Facilities
               Corp., Mortgage Revenue, 6.88%,
               2/1/06, Callable 2/1/00 @102......        225
     430     Lexington-Fayette Urban County
               Government, Public Facilities
               Corp., Mortgage Revenue, 6.75%,
               7/1/07, Prerefunded 7/1/00 @102...        468
     500     Lexington-Fayette Urban County
               Government, Public Facilities
               Corp., Sewer System Revenue,
               6.35%, 7/1/07, Callable 7/1/02
               @102, MBIA........................        545
     240     Lexington-Fayette Urban County
               Government, School Building
               Revenue, 6.90%, 11/1/97...........        242
     250     Lexington-Fayette Urban County
               Government, School Building
               Revenue, 6.85%, 6/1/01, Callable
               12/1/99 @103......................        272
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
MUNICIPAL BONDS, CONTINUED:
Kentucky, continued:
 $   625     Lexington-Fayette Urban County
               Government, School Building
               Revenue, 7.00%, 6/1/04, Callable
               12/1/99 @103......................   $    683
   1,930     Lexington-Fayette Urban County
               Government, Sewer System Revenue,
               6.35%, 7/1/09, Callable 7/1/02
               @102, MBIA........................      2,102
     935     Lexington-Fayette Urban County
               Government, University of Kentucky
               Alumni Assoc., Inc., 6.50%,
               11/1/07, Callable 11/1/04 @102,
               MBIA..............................      1,046
   1,420     Louisville & Jefferson County,
               Airport Authority Revenue, AMT,
               6.00%, 7/1/10, Callable 7/1/07
               @102, MBIA........................      1,504
     200     Louisville & Jefferson County,
               Metropolitan Sewer District, Sewer
               Revenue, 6.25%, 6/1/99, ETM.......        208
     300     Louisville & Jefferson County,
               Metropolitan Sewer District, Sewer
               Revenue, 6.90%, 5/1/01,
               Prerefunded 5/1/99 @102, MBIA.....        320
     825     Louisville & Jefferson County, Sewer
               & Drain System Revenue, 6.40%,
               5/15/08, Callable 11/15/04 @102,
               AMBAC.............................        916
     205     Louisville Packaging Authority
               Revenue, 6.60%, 12/1/03, Callable
               6/1/01 @103.......................        224
     100     Louisville Public Properties Corp.
               Revenue, 6.25%, 5/1/98, Callable
               11/1/97 @101......................        102
     300     Louisville Public Properties Corp.
               Revenue, 6.00%, 4/1/04, Callable
               4/1/99 @102.......................        313
     300     Louisville Public Properties Corp.
               Revenue, 6.00%, 4/1/05, Callable
               4/1/99 @102.......................        314
     295     Louisville Public Properties Corp.,
               First Mortgage Revenue, 6.15%,
               12/1/05, Callable 12/1/02 @102....        318
     200     Louisville Public Properties Corp.,
               First Mortgage Revenue Refunding,
               6.40%, 12/1/07, Callable 12/1/02
               @102..............................        217
   1,000     Louisville Water Works Board, Water
               System Revenue, Louisville Water
               Co., 5.40%, 11/15/04, Callable
               11/15/00 @102.....................      1,035
</TABLE>

Continued

                                                                              47

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Kentucky Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Kentucky, continued:
 $   500     Louisville Water Works Board, Water
               System Revenue, Louisville Water
               Co., 5.63%, 11/15/07, Callable
               11/15/00 @102.....................   $    520
   1,540     Louisville Water Works Board, Water
               System Revenue, Louisville Water
               Co., 5.75%, 11/15/09, Callable
               11/15/00 @102.....................      1,595
   1,530     Louisville Water Works Board, Water
               System Revenue, Louisville Water
               Co., 5.75%, 11/15/10, Callable
               11/15/00 @102.....................      1,577
   2,090     McCracken County, Hospital Revenue,
               Mercy Health System, 6.40%,
               11/1/07, Callable 11/1/04 @102,
               MBIA..............................      2,317
   1,000     McCracken County, Hospital Revenue,
               Mercy Health System, Series A,
               6.20%, 11/1/05, Callable 11/1/04
               @102, MBIA........................      1,096
     505     McCreary County, School District
               Finance Corp., School Building
               Revenue, 6.60%, 10/1/08, Callable
               10/1/01 @103......................        556
     215     Mercer County, School District
               Finance Corp., School Building
               Revenue, 6.38%, 12/1/07, Callable
               12/1/01 @103......................        231
     300     Morehead State University, Housing &
               Dining System Revenue, 6.10%,
               11/1/05, Callable 11/1/01 @102,
               AMBAC.............................        321
     200     Morehead State University, Housing &
               Dining System Revenue, Series M,
               6.30%, 11/1/08, Callable 11/1/01
               @102, AMBAC.......................        217
     215     Muhlenberg County, School District
               Finance Corp., School Building
               Revenue, 5.85%, 8/1/09, Callable
               8/1/02 @102.......................        224
     750     Muhlenberg County, School District
               Finance Corp., School Building
               Revenue, Second Series, 5.85%,
               8/1/10, Callable 8/1/02 @102......        779
     460     Murray State University Revenues,
               Series G, Second Series, 5.60%,
               5/1/07, Callable 5/1/03 @102......        478
     240     Murray State University, Educational
               Buildings Refunding Revenue,
               5.60%, 5/1/06, Callable 5/1/03
               @102..............................        250
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
MUNICIPAL BONDS, CONTINUED:
Kentucky, continued:
 $   530     Northern Kentucky University,
               Educational Buildings Revenue,
               6.10%, 5/1/06, Callable 5/1/02
               @102, AMBAC.......................   $    568
     300     Owensboro, Electric Light & Power
               Revenue, 6.75%, 1/1/03, ETM.......        319
     205     Paducah Electric Plant Board
               Revenue, 6.30%, 1/1/08, Callable
               1/1/01 @102, AMBAC................        220
     300     Paducah Waterworks Revenue, 6.10%,
               7/1/00, MBIA......................        316
     300     Paducah Waterworks Revenue, 6.60%,
               7/1/05, Callable 7/1/01 @102,
               MBIA..............................        325
   1,085     Perry County, School District,
               Financial Corp. School Building
               Revenue, 6.25%, 7/1/09, Callable
               7/1/02 @102.......................      1,157
     130     Richmond Water & Gas Revenue, 5.40%,
               12/1/99, ETM......................        134
     250     Richmond Water, Gas & Sewer Revenue
               Refunding Bonds, 6.50%, 6/1/99,
               ETM, MBIA.........................        261
     410     Rowan County, School Building
               Revenue, 6.35%, 6/1/03, Callable
               12/1/97 @103, MBIA................        425
     330     Scott County, School District
               Financial Corp., School Building
               Revenue, 7.10%, 12/1/02, Callable
               12/1/98 @103......................        353
     545     Shelby County, School District
               Financial Corp., School Building
               Revenue, 6.10%, 9/1/02, Callable
               9/1/01 @103.......................        582
     100     Shelby County, School District
               Financial Corp., School Building
               Revenue, 6.25%, 9/1/03, Callable
               9/1/01 @103.......................        108
     500     Shelby County, School District
               Financial Corp., School Building
               Revenue, 6.50%, 9/1/05, Callable
               9/1/01 @103.......................        549
     200     Shelby County, School District
               Financial Corp., School Building
               Revenue, 6.50%, 9/1/07, Callable
               9/1/01 @103.......................        217
   1,000     State Property & Buildings
               Commission Revenues, Revenue
               Refunding, Project #26, 7.40%,
               6/1/00, Callable 12/1/98 @102.....      1,065
   2,300     State Property & Buildings
               Commission Revenues, Revenue
               Refunding, Project #50, 6.00%,
               2/1/10, Prerefunded 2/1/01 @100...      2,427
</TABLE>

Continued

48

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Kentucky Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Kentucky, continued:
 $ 1,475     State Property & Buildings
               Commission Revenues, Revenue
               Refunding, Project #53, 6.25%,
               10/1/02, Callable 10/1/01 @102....   $  1,593
   1,000     State Property & Buildings
               Commission Revenues, Revenue
               Refunding, Project #54, 5.10%,
               9/1/00............................      1,023
   1,000     State Property & Buildings
               Commission Revenues, Revenue
               Refunding, Project #54, 5.90%,
               9/1/07, Callable 9/1/02 @102......      1,061
   1,000     State Property & Buildings
               Commission Revenues, Revenue
               Refunding, Project #56, 5.70%,
               9/1/06, Callable 9/1/04 @102......      1,061
   1,000     State Property & Buildings
               Commission Revenues, Revenue
               Refunding, Project #56, 5.80%,
               9/1/07, Callable 9/1/04 @102......      1,065
   1,000     State Property & Buildings
               Commission Revenues, Revenue
               Refunding, Project #59, 5.30%,
               5/1/07, Callable 11/1/05 @102.....      1,030
   1,000     State Property & Buildings
               Commission Revenues, Revenue
               Refunding, Project #59, 5.38%,
               11/1/09, Callable 11/1/05 @102....      1,016
     275     State Property & Buildings
               Commission Revenues, Revenue
               Refunding, Toyota Corp., 6.40%,
               11/1/01...........................        296
     250     State Turnpike Authority, Economic
               Development, Recovery Road
               Revenue, 6.13%, 7/1/07, ETM.......        265
     500     State Turnpike Authority, Economic
               Development, Road Revenue,
               Revitalization Project, 7.13%,
               5/15/01, Prerefunded 5/15/00
               @101.5............................        545
     750     State Turnpike Authority, Economic
               Development, Road Revenue,
               Revitalization Project, 5.70%,
               1/1/03............................        787
   1,000     State Turnpike Authority, Economic
               Development, Road Revenue,
               Revitalization Project, 5.20%,
               7/1/03, AMBAC.....................      1,032
   1,000     State Turnpike Authority, Economic
               Development, Road Revenue,
               Revitalization Project, 5.40%,
               7/1/05, AMBAC.....................      1,040
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
MUNICIPAL BONDS, CONTINUED:
Kentucky, continued:
 $ 1,000     State Turnpike Authority, Economic
               Development, Road Revenue,
               Revitalization Project, 7.38%,
               5/15/07, Prerefunded 5/15/00
               @101.5............................   $  1,097
   1,000     State Turnpike Authority, Economic
               Development, Road Revenue,
               Revitalization Project, 6.50%,
               7/1/08, AMBAC.....................      1,130
   1,000     State Turnpike Authority, Economic
               Development, Road Revenue,
               Revitalization Project, 5.50%,
               7/1/09, AMBAC.....................      1,045
   1,000     State Turnpike Authority, Economic
               Development, Road Revenue,
               Revitalization Project, 0.00%,
               1/1/10, FGIC......................        518
   2,600     State Turnpike Authority, Economic
               Development, Road Revenue,
               Revitalization Project, 5.63%,
               7/1/10, Callable 7/1/05 @102,
               AMBAC.............................      2,690
     500     State Turnpike Authority, Economic
               Development, Road Revenue,
               Revitalization Project, 5.75%,
               7/1/11, Callable 7/1/05 @102,
               AMBAC.............................        520
   2,750     State Turnpike Authority, Economic
               Development, Road Revenue,
               Revitalization Project S, 5.50%,
               7/1/08, AMBAC.....................      2,893
     250     State Turnpike Authority, Economic
               Development, Toll Road Revenue
               Refunding Bonds, 5.80%, 7/1/99,
               ETM...............................        258
     500     State Turnpike Authority, Resource
               Recovery Revenue, 6.63%, 7/1/08,
               ETM...............................        548
   1,000     State Turnpike Authority, Resource
               Recovery Revenue, 1985 Series A,
               6.00%, 7/1/09, Callable 7/16/97
               @100..............................      1,001
     225     State Turnpike Authority, Toll Road
               Revenue Refunding, 6.13%, 7/1/08,
               ETM...............................        240
     535     University of Kentucky Revenues,
               Community Colleges, Educational
               Buildings Revenue, 6.30%, 5/1/02,
               Callable 11/1/01 @102.............        575
   1,000     University of Kentucky Revenues,
               Community Colleges, Educational
               Buildings Revenue Bonds, 6.60%,
               5/1/01............................      1,076
</TABLE>

Continued

                                                                              49

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Kentucky Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Kentucky, continued:
 $   475     University of Kentucky Revenues,
               Community Colleges, Educational
               Buildings Revenue, Southeast,
               6.30%, 5/1/05, Callable 11/1/01
               @102..............................   $    511
     500     University of Louisville Revenues,
               Construction of Educational
               Buildings, Series I, Refunding
               Revenue, 5.40%, 5/1/07, Callable
               5/1/03 @102.......................        517
     500     University of Louisville Revenues,
               Construction of Educational
               Buildings, Series I, Refunding
               Revenue, 5.40%, 5/1/08, Callable
               5/1/03 @102.......................        512
     500     University of Louisville Revenues,
               Construction of Educational
               Buildings, Series I, Refunding
               Revenue, 5.40%, 5/1/09, Callable
               5/1/03 @102.......................        508
   1,000     University of Louisville,
               Educational Buildings Refunding
               Revenue, 5.38%, 5/1/06, Callable
               5/1/03 @102.......................      1,035
     330     Versailles County, Water & Sewer,
               6.30%, 12/1/09, Callable 12/1/01
               @103..............................        355
     305     Warren County, Water District
               Revenue, 7.13%, 1/1/03, Callable
               7/1/99 @103, MBIA.................        329
     715     Winchester Utilities Revenue, 7.45%,
               7/1/08, Prerefunded 7/1/98 @103,
               MBIA..............................        761
     280     Winchester Utilities Revenue, 7.45%,
               7/1/09, Prerefunded 7/1/98 @103,
               MBIA..............................        298
     950     Winchester Utilities Revenue, 5.30%,
               7/1/09, Callable 7/1/03 @102......        954
                                                    --------
                                                     118,834
                                                    --------
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
MUNICIPAL BONDS, CONTINUED:
Louisiana (0.9%):
 $ 3,000     Public Facilities Authority Revenue,
               Multi-Family, Series A, 0.00%,
               2/1/20, ETM.......................   $    823
   1,000     Public Facilities Authority Revenue,
               Series B, 0.00%, 12/1/19, ETM.....        284
                                                    --------
                                                       1,107
                                                    --------
Mississippi (0.6%):
   2,500     Home Corp., Residual Revenue, 0.00%,
               9/15/16, Callable 3/15/04 @ 41.6,
               ETM...............................        755
                                                    --------
Texas (0.3%):
   1,000     Central Housing Finance Corp.,
               Single Family Mortgage Revenue,
               Series A, 0.00%, 9/1/16, ETM......        336
                                                    --------
Total Municipal Bonds                                123,086
                                                    --------
INVESTMENT COMPANIES (0.3%):
     342     The One Group Municipal Money Market
               Fund, Fiduciary Class.............        342
                                                    --------
     Total Investment Companies                          342
                                                    --------
Total (Cost--$117,316) (a)                          $123,428
                                                    ========
</TABLE>

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

Percentages indicated are based on net assets of $124,783.
(a) Represents cost for federal income tax purposes and differs from value by
    net unrealized appreciation of securities as follows (amounts in thousands):

<TABLE>
                  <S>                                                                         <C>
                  Unrealized appreciation..................................................   $6,112
                  Unrealized depreciation..................................................       --
                                                                                              ------
                  Net unrealized appreciation..............................................   $6,112
                                                                                              ======
AMBAC     Insured by AMBAC Indemnity Corp.
AMT       Alternative Minimum Tax Paper
BIG       Insured by Bond Insurance Guarantee
ETM       Escrowed to Maturity
FGIC      Insured by Federal Guarantee Insurance Corp.
FHA       Insured by Federal Housing Administration
FNMA      Insured by Federal National Mortgage Association
FSA       Insured by Federal Security Assurance
GSL       Guaranteed Student Loans
MBIA      Insured by Municipal Bond Insurance Association
VA        Veterans Administration
</TABLE>

See notes to financial statements.

50

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Ohio Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS (98.7%):
California (0.6%):
 $ 1,000     Escondido Multifamily Housing
               Revenue, 5.40%, 1/1/27, Callable
               7/1/05 @101.5, FNMA...............   $  1,014
                                                    --------
Colorado (1.0%):
   2,810     El Paso County, Single Family
               Mortgage Revenue, Series A, 0.00%,
               5/1/15, ETM.......................      1,028
   1,890     Housing Finance Authority, Revenue,
               0.00%, 9/1/14, ETM................        724
                                                    --------
                                                       1,752
                                                    --------
Kansas (0.5%):
   1,000     Kansas City, Single Family Mortgage
               Revenue, Series 1983 A, 0.00%,
               12/1/14, ETM......................        378
   1,390     Saline County, Single Family
               Mortgage Revenue, Series 1983 A,
               0.00%, 12/1/15, ETM...............        491
                                                    --------
                                                         869
                                                    --------
Massachusetts (0.7%):
   1,000     State GO, 6.75, 8/1/09, Callable
               8/1/01 @102, AMBAC................      1,094
                                                    --------
Mississippi (0.6%):
   3,000     Home Corp., Residual Revenue, 0.00%,
               9/15/16, Callable 3/15/04 @41.6,
               ETM...............................        906
                                                    --------
Missouri (0.7%):
   1,000     State Health, 6.40%, 6/1/10, MBIA...      1,117
                                                    --------
Ohio (93.4%):
   1,000     Adams County, GO, School District,
               5.45%, 12/1/08, Callable 12/1/07
               @102, MBIA........................      1,039
   1,000     Air Quality Development Authority,
               Pollution Control Revenue, Ohio
               Edison, 7.45%, 3/1/16, Callable
               3/1/00 @102, FGIC.................      1,087
   1,045     Akron Sewer Systems, 5.30%, 12/1/05,
               MBIA..............................      1,085
   1,000     Akron Sewer Systems, 5.65%, 12/1/08,
               Callable 12/1/06 @102, MBIA.......      1,055
     820     Akron, Bath, Copley Ohio Hospital
               Revenue, 4.40%, 1/1/00, AMBAC.....        821
   1,000     Akron, Bath, Copley Ohio Hospital
               Revenue, 7.45%, 11/15/20,
               Prerefunded 11/15/00 @102, AMBAC..      1,116
   1,000     Allen County, Justice Center, 7.00%,
               12/1/15, Prerefunded 12/1/01 @101,
               AMBAC.............................      1,114
   3,000     Bexley School District, GO, 6.50%,
               12/1/16, Prerefunded 12/1/01
               @102..............................      3,294

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Ohio, continued:
 $ 1,000     Big Walnut Ohio School District, GO,
               7.30%, 6/1/15, Prerefunded 6/1/01
               @102, AMBAC.......................   $  1,122
     725     Bowling Green State University,
               5.65%, 6/1/11, Callable 6/1/06
               @101, AMBAC.......................        749
   1,000     Butler County, Hospital Facilities,
               6.75%, 11/15/10, Callable 11/15/01
               @102, FGIC........................      1,088
     750     Cincinnati, GO, 6.75%, 12/1/00......        810
   2,775     Clermont County, Waterworks, 6.63%,
               12/1/15, Prerefunded 12/1/01 @102,
               AMBAC.............................      3,073
   4,500     Cleveland Public Power System,
               6.40%, 11/15/06, Callable 11/15/04
               @102, MBIA........................      5,000
   3,000     Cleveland Public Power System,
               0.00%, 11/15/11, MBIA.............      1,403
   2,000     Cleveland Waterworks, 5.50%, 1/1/13,
               MBIA..............................      2,062
   1,850     Cleveland Waterworks, Series F-92B,
               6.25%, 1/1/06, Callable 1/1/02
               @102, AMBAC.......................      1,986
   3,750     Cleveland Waterworks, Series F-92B,
               6.50%, 1/1/11, Callable 1/1/02
               @102, AMBAC.......................      4,068
      50     Cleveland Waterworks, Series F-92B,
               6.50%, 1/1/11, Prerefunded 1/1/02
               @102, AMBAC.......................         55
   1,000     Cleveland, GO, 6.88%, 7/1/09,
               Prerefunded 7/1/99 @102, MBIA.....      1,071
     500     Cleveland, GO, 7.50%, 8/1/07,
               Prerefunded 2/1/03 @100, AMBAC....        573
   1,000     Cleveland, GO, 6.38%, 7/1/12,
               Callable 7/1/02 @102, MBIA........      1,086
   1,225     Columbus Municipal Airport No.
               30-E-U, GO, 6.20%, 4/15/04,
               Callable 4/15/01 @100.............      1,295
   1,000     Columbus Sewer Improvements, GO,
               6.75%, 9/15/06, Callable 9/15/01
               @100..............................      1,097
</TABLE>

Continued

                                                                             51

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Ohio Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Ohio, continued:
 $ 2,285     Columbus Waterworks Enlargement No.
               44, GO, 6.00%, 5/1/11, Callable
               5/1/03 @102.......................   $  2,428
   1,000     Columbus Waterworks Enlargement No.
               44, GO, 6.00%, 5/1/12, Callable
               5/1/03 @102.......................      1,060
   1,000     Columbus, GO, 6.40%, 1/1/07,
               Callable 1/1/02 @102..............      1,088
   1,000     Cuyahoga County, Hospital Revenues,
               Series A, 5.50%, 1/15/10, Callable
               1/15/06 @102, MBIA................      1,024
   1,000     Cuyahoga County, Jail Facilities,
               GO, 7.00%, 10/1/13, Prerefunded
               10/1/01 @102......................      1,115
   1,500     Cuyahoga County, Public
               Improvements, GO, 6.70%, 10/1/10,
               Prerefunded 10/1/99 @102..........      1,609
   1,000     Delaware County, Library District,
               GO, 7.25%, 11/1/10, Prerefunded
               11/1/00 @102......................      1,113
   1,000     Delaware County, Sewer, GO, 5.60%,
               12/1/10, Callable 12/1/05 @101....      1,019
   1,000     Fairfield County, Hospital
               Improvement Revenue,
               Lancaster-Fairfield Community
               Hospital, 7.10%, 6/15/21,
               Prerefunded 6/15/01 @102, MBIA....      1,115
     500     Fairfield County, School District,
               GO, 7.75%, 12/1/09, Callable
               12/1/98 @102, AMBAC...............        536
   1,290     Franklin County, Hospital Revenue,
               Children's Hospital, 5.65%,
               11/1/08, Callable 11/1/06 @101....      1,354
   1,065     Franklin County, Hospital Revenue,
               Children's Hospital, 5.75%,
               11/1/09, Callable 11/1/06 @101....      1,117
     800     Franklin County, Hospital Revenue,
               Children's Hospital, 5.80%,
               11/1/10, Callable 11/1/06 @101....        836
   2,000     Franklin County, Hospital Revenue,
               Children's Hospital Project,
               Series A, 6.50%, 5/1/07, Callable
               11/1/02 @102......................      2,158
   1,000     Franklin County, Hospital Revenue,
               Children's Hospital Project,
               Series A, 6.60%, 11/1/11, Callable
               11/1/01 @102......................      1,102
   1,000     Franklin County, Hospital Revenue,
               Holy Cross Health, 7.65%, 6/1/10,
               Prerefunded 6/1/00 @102, AMBAC....      1,109
   2,500     Franklin County, Hospital Revenue,
               Holy Cross Health Systems, 4.15%,
               6/1/16*...........................      2,500
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
MUNICIPAL BONDS, CONTINUED:
Ohio, continued:
 $ 1,000     Franklin County, Hospital Revenue,
               Riverside United, Series B, 7.60%,
               5/15/20, Prerefunded 5/15/00
               @102..............................   $  1,106
   1,000     Greater Cleveland Regional
               Transportation Authority, GO,
               5.60%, 12/1/11, Callable 12/1/06
               @101, FGIC........................      1,030
   1,600     Greene County, GO, 6.25%, 12/1/09,
               Callable 12/1/02 @102, AMBAC......      1,739
   1,000     Greene County, Water System, 6.85%,
               12/1/11, Callable 12/1/01 @102,
               AMBAC.............................      1,101
   1,500     Hamilton County Electric Systems,
               6.13%, 10/15/08, Callable 10/15/02
               @102, FGIC........................      1,613
   1,500     Hamilton County, Building
               Improvement & Refunding, Museum
               Center, GO, 6.50%, 12/1/09,
               Callable 12/1/01 @102.............      1,629
   1,500     Hamilton County, Hospital
               Facilities, Bethesda Hospital,
               Series A, 6.25%, 1/1/12, Callable
               1/1/03 @102.......................      1,565
   1,265     Hamilton County, Hospital
               Facilities, Christ Hospital,
               Series B, 6.63%, 1/1/06, Callable
               1/1/01 @100, FGIC.................      1,343
     380     Hamilton County, Sewer System,
               6.30%, 12/1/01, Prerefunded 6/1/01
               @102..............................        412
   1,000     Hamilton County, Sewer System
               Refunding & Improvements, Series
               A, 4.30%, 12/1/98, FGIC...........      1,005
   1,000     Hamilton Waterworks Water Utility
               Improvement, 6.40%, 10/15/07,
               Callable 10/15/01 @102, MBIA......      1,087
   1,250     Housing Finance Agency, Mortgage,
               Series A-1, 6.20%, 9/1/14,
               Callable 3/1/05 @102, GNMA........      1,301
   1,000     Huron County, Correctional Facility,
               Issue I, GO, 5.70%, 12/1/11,
               Callable 12/1/07 @102, MBIA.......      1,044
   1,000     Kent State University, 6.45%,
               5/1/12, Callable 5/1/02 @102,
               AMBAC.............................      1,087
   3,000     Lakewood Sanitation Sewer System,
               Special Obligation, 6.40%,
               12/1/11, Callable 12/1/01 @102....      3,220
   1,000     Logan County School District, GO,
               7.10%, 12/1/12, Prerefunded
               12/1/01 @101, AMBAC...............      1,118
   1,000     Lorain County, Hospital Revenue,
               6.00%, 9/1/05, MBIA...............      1,082
</TABLE>

Continued

52

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Ohio Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Ohio, continued:
 $ 1,000     Lorain County, Hospital Revenue,
               5.63%, 9/1/12, Callable 9/1/07
               @102, MBIA........................   $  1,027
   1,000     Marysville School District, GO,
               7.20%, 12/1/10, Callable 12/1/00
               @102, AMBAC.......................      1,110
   2,500     Middleburg Heights Hospital, 5.70%,
               8/15/10, Callable 8/15/08 @102,
               FSA...............................      2,611
   2,000     Montgomery County, Sisters of
               Charity, Series A, 6.50%, 5/15/08,
               Callable 5/15/01 @102, MBIA.......      2,150
   1,000     North Royalton, GO, 7.50%, 12/1/11,
               Callable 12/1/00 @102.............      1,106
   1,000     Northeast Ohio Regional Sewer
               District Wastewater, 6.50%,
               11/15/08, Prerefunded 11/15/01
               @101, AMBAC.......................      1,093
     980     Ohio Capital Corp. for Housing,
               5.60%, 1/1/07, Callable 7/1/03
               @102, MBIA........................      1,003
     710     Ohio Housing Finance, 7.50%, 9/1/10,
               Callable 9/1/00 @102, GNMA........        751
   1,805     Ohio State Natural Resources, GO,
               4.70%, 4/1/03.....................      1,823
   1,000     Ohio State University, University &
               College Improvements, 5.50%,
               12/1/03, Callable 12/1/02 @102....      1,051
     500     Olentangy Local School District, GO,
               7.75%, 12/1/11, BIG...............        628
     565     Olmstead Falls Ohio School District,
               GO, 6.85%, 12/15/11, Callable
               12/15/04 @102, FGIC...............        640
     500     Orrville Electric Revenue, 7.50%,
               12/1/10, Callable 12/1/98 @102,
               AMBAC.............................        533
   1,000     Ottawa County, GO, 7.00%, 9/1/11,
               Callable 9/1/01 @102, AMBAC.......      1,102
   1,000     Pickerington Local School District,
               GO, 7.00%, 12/1/13, Prerefunded
               12/1/00 @102, AMBAC...............      1,104
   2,600     Portage County, Robinson Memorial
               Hospital Project, 5.63%, 11/15/07,
               Callable 11/15/04 @102, MBIA......      2,741
   2,220     Rocky River City School District,
               School Improvements, GO, 6.90%,
               12/1/11, Callable 2/1/00 @102.....      2,441
   1,000     Saint Mary's Electric Systems
               Mortgage, 7.15%, 12/1/10, Callable
               2/1/00 @102, AMBAC................      1,109
   1,000     Sandusky City School District, GO,
               7.30%, 12/1/10, Callable 12/1/00
               @102..............................      1,101
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
MUNICIPAL BONDS, CONTINUED:
Ohio, continued:
 $ 1,000     Shaker Heights City Schools, GO,
               7.10%, 12/15/10...................   $  1,157
   1,710     Springfield County, School District,
               GO, 0.00%, 12/1/12, AMBAC.........        751
   1,000     Springfield, GO, 6.88%, 9/1/06,
               Callable 9/1/01 @102, AMBAC.......      1,100
   1,000     State Building Authority, 7.35%,
               4/1/09, Prerefunded 4/1/00 @102,
               MBIA..............................      1,098
   2,000     State Building Authority, Adult
               Correctional Building, Series A,
               6.13%, 10/1/09, Callable 10/1/03
               @102..............................      2,141
   1,000     State Building Authority, Adult
               Correctional Building, Series A,
               5.50%, 4/1/13, Callable 4/1/07
               @101, AMBAC.......................      1,012
   1,000     State Building Authority, Highway
               Safety Building, 5.00%, 10/1/04,
               AMBAC.............................      1,020
     500     State Building Authority, Highway
               Safety Building, 7.75% 10/1/08,
               Prerefunded 10/1/98 @102..........        533
   1,000     State Building Authority, Highway
               Safety Building, 5.38%, 10/1/09,
               AMBAC.............................      1,022
   1,000     State Building Authority, State
               Correctional Facilities, Series A,
               6.50%, 10/1/01....................      1,082
   1,165     State Building Authority, State
               Facilities Transportation Building
               Fund, Series A, 6.50%, 9/1/09,
               Callable 9/1/04 @102, AMBAC.......      1,290
   1,000     State Building Authority, State
               Facilities, Administration
               Building Funds, Series A, 5.75%,
               10/1/06, Callable 10/1/04 @102,
               MBIA..............................      1,068
   2,000     State Building Authority, State
               Facilities, J. Rhodes, Series A,
               6.38%, 6/1/07, Callable 6/1/01
               @102..............................      2,142
   1,000     State Educational Loan Revenue,
               Series A-1, AMT, 5.40%, 12/1/09,
               Callable 6/1/07 @102, AMBAC.......      1,006
   1,750     State Elementary & Secondary
               Education, 5.63%, 12/1/06.........      1,852
   2,510     State Fresh Water Development, GO,
               5.80%, 6/1/11, Callable 6/1/05
               @102, AMBAC.......................      2,618
   1,000     State Higher Educational Facilities,
               Case Western, 7.63%, 10/1/08,
               Callable 10/1/97 @102.............      1,028
</TABLE>

Continued

                                                                            53

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Ohio Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Ohio, continued:
 $ 1,000     State Higher Educational Facilities,
               Case Western, 7.13%, 10/1/14,
               Callable 10/1/00 @102.............   $  1,094
   1,000     State Higher Educational Facilities,
               University of Dayton, 7.25%,
               12/1/12, Callable 12/1/00 @102,
               FGIC..............................      1,099
   1,000     State Liquor Profits Revenue, 6.85%,
               9/1/00............................      1,076
   1,000     Strongsville, GO, 6.70%, 12/1/11,
               Callable 12/1/06 @102.............      1,122
     800     Toledo Sewer Revenue, 6.20%,
               11/15/02, AMBAC...................        866
   1,000     Toledo Sewer System Revenue, 7.38%,
               11/15/10, Callable 11/15/98 @102,
               MBIA..............................      1,064
   1,000     Toledo, GO, 5.63%, 12/1/11, Callable
               12/1/06 @102, AMBAC...............      1,035
   1,000     University of Akron, General
               Receipts, 5.00%, 1/1/00, LOC:
               AMBAC.............................      1,017
   1,000     University of Cincinnati, 7.30%,
               6/1/09, Prerefunded 6/1/99 @100...      1,058
   1,000     University of Cincinnati,
               Certificates of Participation,
               University & College Improvements,
               6.75%, 12/1/09, Callable 12/1/01
               @102, MBIA........................      1,094
   1,000     University of Cincinnati, General
               Receipts, 5.75%, 6/1/13, Callable
               6/1/06 @101.......................      1,032
   1,000     University of Cincinnati, General
               Receipts, Health & Hospital
               Improvements, 7.10%, 6/1/10,
               Callable 6/1/99 @102..............      1,073
   1,000     University of Cincinnati, General
               Receipts, University & College
               Improvements, 7.00%, 6/1/11,
               Prerefunded 6/1/01 @102...........      1,097
   1,000     University of Cincinnati, Series R2,
               Refund Bonds, 6.25%, 6/1/09,
               Callable 12/1/02 @102.............      1,101
   1,000     Water Development Authority,
               Pollution Control Facilities,
               5.50%, 12/1/09, Callable 6/1/05
               @101, MBIA........................      1,030
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
MUNICIPAL BONDS, CONTINUED:
Ohio, continued:
 $ 1,500     Water Development Authority, Water
               Development Revenue, 7.00%,
               12/1/09, Callable 6/1/00 @102,
               ETM, AMBAC........................   $  1,729
   1,000     Westerville, Minerva Park & Blendon
               Joint Township, Saint Ann's
               Hospital, Series B, 6.80%,
               9/15/06, Callable 9/15/01 @102,
               AMBAC.............................      1,115
   2,750     Westerville, Minerva Park & Blendon
               Joint Township, Saint Ann's
               Hospital, Series B, 7.00%,
               9/15/12, Callable 9/15/01 @102,
               AMBAC.............................      3,126
     500     Westlake Ohio Safety, GO, 7.65%,
               12/1/08, Callable 12/1/98 @102....        535
     500     Wood County, 7.88%, 12/1/13,
               Prerefunded 12/1/98 @102, AMBAC...        536
   1,000     Worthington City School District,
               GO, 7.45%, 12/1/12, Prerefunded
               12/1/99 @102, MBIA................      1,094
                                                    --------
                                                     152,951
                                                    --------
Texas (0.5%):
   2,500     Southeast Texas Housing Financial
               Corp., 0.00%, 9/1/17, ETM, MBIA...        791
                                                    --------
Washington (0.7%):
   1,000     State, Series A & AT-6, GO, 6.25%,
               2/1/11............................      1,109
                                                    --------
Total Municipal Bonds                                161,603
                                                    --------
INVESTMENT COMPANIES (1.2%):
     766     Fidelity Ohio Tax Free Money Market
               Fund..............................        766
   1,116     The One Group Ohio Municipal Money
               Market Fiduciary Class............      1,116
                                                    --------
Total Investment Companies                             1,882
                                                    --------
Total (Cost--$153,990) (a)                          $163,485
                                                    ========
</TABLE>

Continued

54

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Ohio Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

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

Percentages indicated are based on net assets of $163,602.
(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 $38. Cost for federal income tax purposes differs from value
    by net unrealized appreciation of securities as follows (amounts in
    thousands):

<TABLE>
                  <S>                                                                         <C>
                  Unrealized appreciation..................................................   $9,457
                  Unrealized depreciation..................................................       --
                                                                                              ------
                  Net unrealized appreciation..............................................   $9,457
                                                                                              ======
</TABLE>

 * Variable rate securities having liquidity sources through bank letters of
   credit or other cards and/or liquidity agreements.The interest rate, which
   will change periodically, is based upon bank prime rates or an index of
   market rates. The rate reflected on the Schedule of Portfolio Investments is
   the rate in effect at June 30, 1997.

<TABLE>
<S>       <C>
AMBAC     Insured by AMBAC Indemnity Corp.
AMT       Alternative Minimum Tax Paper
BIG       Insured by Bond Insurance Guarantee
ETM       Escrowed to Maturity
FGIC      Insured by Federal Guarantee Insurance Corp.
FNMA      Insured by Federal National Mortgage Association
FSA       Insured by Federal Security Assurance
GNMA      Insured by Government National Mortgage Association
GO        General Obligation
LOC       Letter of Credit
MBIA      Insured by Municipal Bond Insurance Association
</TABLE>

See notes to financial statements.

                                       55

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Louisiana Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS (98.9%):
Louisiana (98.9%):
 $ 1,165     Ascension Parish, Gravity Drain,
               Sales & Use Tax, 5.40%, 12/1/07,
               Callable 12/1/06 @100, FGIC.......   $  1,211
   1,230     Ascension Parish, Gravity Drain,
               Sales & Use Tax, 5.50%, 12/1/08,
               Callable 12/1/06 @100, FGIC.......      1,275
   2,500     Bastrop, Industrial Development
               Board, Pollution Control Revenue
               Refunding, International Paper Co.
               Project, 6.90%, 3/1/07, Callable
               3/1/02 @102.......................      2,727
     700     Baton Rouge, Public Improvements
               Sales & Use Tax, 6.85%, 8/1/00,
               Callable 8/1/99 @102, AMBAC.......        748
     800     Baton Rouge, Public Improvements
               Sales & Use Tax, 6.90%, 8/1/01,
               Callable 8/1/99 @102, AMBAC.......        854
     765     Baton Rouge, Public Improvements
               Sales & Use Tax, 6.38%, 8/1/09,
               Callable 8/1/01 @101.5, FSA.......        821
   2,000     Baton Rouge, Public Improvements
               Sales & Use Tax, Series A, 6.00%,
               8/1/04, Callable 8/1/01 @101.5,
               FSA...............................      2,122
     700     Bossier City, Public Improvements
               Sales & Use Tax, Revenue
               Refunding, 5.05%, 11/01/11,
               Callable 11/1/07 @100, FGIC.......        689
     805     Bossier City, Public Improvements
               Sales & Use Tax, Revenue
               Refunding, Series ST, 6.20%,
               11/1/07, Callable 11/1/01 @102,
               AMBAC.............................        863
     400     Bossier City, Public Improvements
               Sales & Use Tax, Series ST-1989,
               6.88%, 11/1/06, Callable 11/1/99
               @101.5, FGIC......................        430
     400     Bossier City, Public Improvements
               Sales & Use Tax, Series ST-1989,
               6.88%, 11/1/07, Callable 11/1/99
               @101.5, FGIC......................        430
     550     Bossier City, Public Improvements
               Sales & Use Tax, Series ST-1989,
               6.88%, 11/1/08, Callable 11/1/99
               @101.5, FGIC......................        591
   1,415     Caddo Parish, GO, Refunding, 5.25%,
               2/1/06, Callable 2/1/05 @100,
               MBIA..............................      1,453

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Louisiana, continued:
 $   750     Caddo Parish, GO, Refunding, 5.25%,
               2/1/08, Callable 2/1/05 @100,
               MBIA..............................   $    761
     470     Caddo Parish, Industrial
               Developement Board, Wal-Mart
               Stores, Inc. Project, 5.95%,
               11/1/07, Callable 11/1/97
               @101.5............................        478
     500     Calcasieu Parish, School District
               #22, Ward 3, Series A, GO, 7.10%,
               2/1/01, Callable 2/1/99 @100,
               BIG...............................        521
   1,500     De Soto Parish, Pollution Control
               Revenue, International Paper Co.
               Project--Series A, 5.05%,
               12/1/02...........................      1,539
     910     East Baton Rouge Parish, Sales & Use
               Tax, 5.80%, 2/1/09, Callable
               2/1/05 @101.5, FGIC...............        959
   2,280     East Baton Rouge Parish, Sales & Use
               Tax, Series A, 8.00%, 2/1/02,
               FGIC..............................      2,604
   1,085     East Baton Rouge Parish, Sales & Use
               Tax, Series ST, 5.15%, 2/1/05,
               Callable 2/1/03 @101.5............      1,105
     500     East Baton Rouge Parish, Sales & Use
               Tax, Series ST, 5.80%, 2/1/07,
               Callable 2/1/05 @101.5, FGIC......        534
   1,000     East Baton Rouge Parish, Sales & Use
               Tax, Series ST, 5.10%, 2/1/07,
               Callable 2/1/06 @101.5, FGIC......      1,017
     845     East Baton Rouge Parish, Sales & Use
               Tax, Series ST, 5.80%, 2/1/08,
               Callable 2/1/05 @101.5, FGIC......        896
   1,280     East Baton Rouge, Mortgage Finance
               Authority, Single Family Mortgage,
               Series B, 5.45%, 10/1/03, GNMA....      1,293
     500     East Baton Rouge, Parish Sales & Use
               Tax, 7.10%, 2/1/99, MBIA..........        522
     500     East Baton Rouge, Parish Sales & Use
               Tax, 7.10%, 2/1/00, Callable
               2/1/99 @101.5, MBIA...............        530
   1,390     Greater Baton Rouge Parking
               Authority, East Baton Rouge Parish
               Revenue, 6.38%, 7/1/03, Callable
               7/10/97 @100......................      1,393
   1,560     Houma Utilities Revenue, 6.13%,
               1/1/07, Callable 1/1/02 @102,
               FGIC..............................      1,671
     510     Housing Finance Agency, Mortgage
               Revenue, Series D-2, AMT, 6.10%,
               12/1/11, Callable 12/1/06 @102....        514
     665     Housing Finance Agency, Mortgage
               Revenue, Single Family A-1, 5.70%,
               6/1/15, Callable 6/1/05 @102......        677
</TABLE>

Continued

56

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Louisiana Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Louisiana, continued:
 $ 1,205     Iberia Home Mortgage Authority,
               Single Family Mortgage Revenue
               Refunding, 7.38%, 1/1/11, Callable
               7/1/03 @103.......................   $  1,299
     400     Jefferson Parish, Construction
               Waterworks, District #2, 7.25%,
               1/15/00, Callable 7/15/97 @100....        406
   2,180     Jefferson Parish, Drain Sales Tax
               Revenue, 6.50%, 11/1/06, Callable
               11/1/01 @100, AMBAC...............      2,341
     315     Jefferson Parish, Home Mortgage
               Authority, Single Family Mortgage
               Revenue Refunding, Sub-Series B,
               4.50%, 6/1/13, Callable 12/1/03
               @102..............................        312
     500     Jefferson Parish, Refunding, GO,
               7.10%, 9/1/97, FGIC...............        503
     500     Jefferson Parish, Refunding, GO,
               7.40%, 9/1/99, Callable 9/1/97
               @100, FGIC........................        503
     250     Jefferson Parish, Refunding, GO,
               7.70%, 9/1/02, Callable 9/1/97
               @100, FGIC........................        252
   2,500     Jefferson Parish, School Board Sales
               & Use Tax, Revenue Refunding,
               6.05%, 2/1/02, MBIA...............      2,666
   1,270     Jefferson Parish, School Board Sales
               & Use Tax, Revenue Refunding,
               6.15%, 2/1/03, Callable 2/1/02
               @102, MBIA........................      1,370
   6,500     Jefferson Parish, School Board Sales
               & Use Tax, Revenue Refunding,
               6.25%, 2/1/08, Callable 2/1/02
               @102, MBIA........................      7,020
   4,920     Jefferson, Sales Tax District
               Special, Tax Revenue Refunding,
               Series A, 6.75%, 12/1/06, Callable
               12/1/02 @100, FGIC................      5,389
     880     Kenner, Sales & Use Tax Revenue
               Refunding, 5.75%, 6/1/06, Callable
               6/1/02 @103, FGIC.................        929
   1,000     Lafayette Parish, Refunding, GO,
               7.80%, 3/1/01, Callable 3/1/98
               @102, FGIC........................      1,043
     750     Lafourche Parish, Hospital Service,
               District #3, Hospital Revenue,
               5.50%, 10/1/04, Callable 10/1/03
               @102..............................        754
     650     Lafourche Parish, Water District #1,
               Water Revenue Refunding, 5.63%,
               1/1/01............................        670
     500     Lincoln Parish, School District #1,
               Ruston Refunding, 6.20%, 3/1/03,
               Callable 3/1/01 @100, MBIA........        526

<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
Louisiana, continued:
 $ 1,465     Lincoln Parish, School District #1,
               Ruston Refunding, 6.40%, 3/1/05,
               Callable 3/1/01 @100, MBIA........   $  1,558
   1,000     Louisiana State University &
               Agriculture & Mechanical College,
               University Revenues, 6.00%,
               7/1/07, Callable 7/1/06 @102,
               MBIA..............................      1,081
   1,120     Louisiana State University &
               Agriculture & Mechanical College,
               University Revenues, 5.50%,
               7/1/13, Callable 7/1/06 @102,
               MBIA..............................      1,124
   1,220     Monroe Parish, Special School
               District, GO, 8.00%, 3/1/01,
               MBIA..............................      1,366
   1,300     Monroe Parish, Special School
               District, GO, 7.00%, 3/1/02,
               MBIA..............................      1,436
   1,390     Monroe Parish, Special School
               District, GO, 7.00%, 3/1/03,
               MBIA..............................      1,556
   1,230     Monroe Parish, Special School
               District, GO, 5.35%, 3/1/05,
               FGIC..............................      1,275
   1,320     Monroe Parish, Special School
               District, GO, 5.35%, 3/1/06,
               Callable 3/1/05 @100, FGIC........      1,364
     550     New Orleans, GO, Public Improvement,
               5.85%, 11/1/07, Callable 11/1/05
               @100, FGIC........................        583
   1,000     New Orleans, GO, Refunding, 5.88%,
               10/1/11, Callable 10/1/05 @101,
               AMBAC.............................      1,039
   3,250     New Orleans, GO, Refunding, 0.00%,
               9/1/17, AMBAC.....................      1,042
   1,000     Ouachita Parish, Hospital Service
               District #1, Glenwood Regional
               Medical Center, 5.70%, 5/15/16,
               Callable 5/15/10 @100, FSA........      1,015
   2,525     Ouachita Parish, Hospital Service
               District #1, Glenwood Regional
               Medical Center, Health Care
               Revenue, 7.50%, 7/1/06, Callable
               7/1/01 @102.......................      2,845
   2,000     Ouachita Parish, West School
               District, Refunding, Series A,
               6.50%, 3/1/03, Callable 3/1/01
               @102, FSA.........................      2,182
   2,695     Ouachita Parish, West School
               District, Refunding, Series A, GO,
               6.65%, 3/1/05, Callable 3/1/01
               @102, FSA.........................      2,929
   1,655     Ouachita Parish, West School
               District, Refunding, Series A, GO,
               6.70%, 3/1/06, Callable 3/1/01
               @102, FSA.........................      1,799
   1,440     Plaquemines Parish, GO, Refunding,
               6.40%, 8/1/04, Callable 8/1/01
               @102, AMBAC.......................      1,566
</TABLE>

Continued

                                                           57

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Louisiana Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Louisiana, continued:
 $   420     Plaquemines Parish, Sales & Use Tax,
               6.70%, 12/1/08, Callable 12/1/01
               @102..............................   $    449
     410     Plaquemines Parish, Sales & Use Tax,
               6.70%, 12/1/09, Callable 12/1/01
               @102..............................        436
     605     Plaquemines Parish, School Board,
               Sales & Use Tax, 6.65%, 3/1/05,
               Callable 3/1/02 @102..............        658
   2,280     Public Facilities Authority Revenue,
               Alton Ochsner Medical Foundation,
               Series A, 6.30%, 5/15/04, Callable
               5/15/02 @102, MBIA................      2,473
   1,000     Public Facilities Authority Revenue,
               Alton Ochsner Medical Project,
               Series B, 5.75%, 5/15/11, Callable
               5/15/02 @100, MBIA................      1,020
   1,000     Public Facilities Authority Revenue,
               Indexed Caps, 5.88%, 2/15/11,
               Callable 2/15/03 @102, FGIC.......      1,040
   1,000     Public Facilities Authority Revenue,
               Lafayette General Medical Center
               Project, Hospital Revenue, 6.05%,
               10/1/04, Callable 10/1/02 @102,
               FSA...............................      1,075
   1,960     Public Facilities Authority Revenue,
               Loyola University, 6.60%, 4/1/05,
               Callable 4/1/02 @102..............      2,150
   2,525     Public Facilities Authority Revenue,
               Loyola University Project, 5.63%,
               10/1/10, Callable 10/1/07 @102,
               MBIA..............................      2,615
     500     Public Facilities Authority Revenue,
               Loyola University Project, Series
               A, 7.20%, 10/1/00, Callable
               10/1/99 @102......................        540
   1,135     Public Facilities Authority Revenue,
               Mary Bird Perkins Cancer Center,
               5.50%, 1/1/04, FSA................      1,182
   5,000     Public Facilities Authority Revenue,
               Multi-Family, Series A, 0.00%,
               2/1/20, ETM.......................      1,371
     500     Public Facilities Authority Revenue,
               Our Lady of Lake Regional, Series
               C, Healthcare Revenue, 5.70%,
               12/1/04, Callable 12/1/01 @102,
               MBIA..............................        525
   7,500     Public Facilities Authority Revenue,
               Series B, 0.00%, 12/1/19, ETM.....      2,132
     110     Public Facilities Authority Revenue,
               Sisters of Mercy, 7.38%, 6/1/09,
               Callable 6/1/99 @102..............        118
   2,145     Public Facilities Authority Revenue,
               Tulane University, 6.25%, 7/15/06,
               Callable 7/15/01 @102.............      2,286

<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
Louisiana, continued:
 $   735     Public Facilities Authority Revenue,
               Tulane University, 5.55%, 10/1/07,
               Callable 10/1/06 @102, AMBAC......   $    775
   1,605     Public Facilities Authority Revenue,
               Tulane University, 5.75%, 10/1/09,
               Callable 10/1/06 @102, AMBAC......      1,693
     300     Public Facilities Authority Revenue,
               Tulane University, Series A,
               7.50%, 5/15/00, Callable 5/15/98
               @102..............................        315
     325     Public Facilities Authority Revenue,
               Tulane University, Series A1,
               5.80%, 2/15/04, Callable 2/15/03
               @102, FGIC........................        345
     170     Public Facilities Authority Revenue,
               Tulane University, Series B,
               7.20%, 8/15/98, Callable 8/15/97
               @102..............................        174
     300     Public Facilities Authority Revenue,
               Tulane University, Series C,
               7.20%, 8/15/98, Callable 8/15/97
               @102..............................        307
     500     Public Facilities Authority Revenue,
               Womens Hospital Foundation,
               Healthcare Revenue, 6.00%,
               10/1/10, FSA......................        534
     500     Public Facilities Authority Revenue,
               Womens Hospital Foundation,
               Healthcare Revenue, 7.20%,
               10/1/97, FGIC.....................        504
   1,235     Public Facilities Authority Revenue,
               Womens Hospital Foundation,
               Healthcare Revenue, 6.85%,
               10/1/05, Callable 10/1/02 @102....      1,386
     730     Public Facilities Authority Revenue,
               Womens Hospital Foundation,
               Healthcare Revenue, 5.40%,
               10/1/05, Callable 10/1/04 @102,
               FGIC..............................        757
   1,715     Public Facilities Authority Revenue,
               Womens Hospital Foundation,
               Healthcare Revenue, 5.50%,
               10/1/06, Callable 10/1/04 @102,
               FGIC..............................      1,788
     500     Rapides Parish, Consolidated School
               District #62, GO, 7.25%, 4/1/00,
               Callable 4/1/99 @100, MBIA........        526
     670     Rapides Parish, School District #11,
               Rigolette--Series 1990, GO, 6.90%,
               2/1/01, Callable 2/1/00 @100,
               FGIC..............................        711
</TABLE>

Continued

58

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Louisiana Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Louisiana, continued:
 $ 1,475     Rapides Parish, School District #11,
               Rigolette--Series 1990, GO, 6.95%,
               2/1/02, Callable 2/1/00 @100,
               FGIC..............................   $  1,563
   2,350     Saint Charles Parish, School
               District #1, GO, 6.45%, 3/1/06,
               Callable 3/1/02 @100, AMBAC.......      2,520
     480     Shreveport, GO, 6.20%, 3/1/02,
               Callable 3/1/01 @100, AMBAC.......        507
     500     Shreveport, GO, 6.70%, 2/1/03,
               Prerefunded 2/1/00 @100, AMBAC....        530
     480     Shreveport, GO, 5.90%, 2/1/07,
               Callable 2/1/03 @100..............        501
     930     Shreveport, Water & Sewer Revenue,
               Series A, 7.75%, 12/1/02, FGIC....      1,073
     500     Shreveport, Water & Sewer Revenue,
               Series A, 6.25%, 12/1/03, FGIC....        546
   1,000     South Port Community, Port Revenue
               Refunding, Cargill, Inc. Project,
               5.85%, 4/1/17, Callable 4/1/07
               @102..............................      1,016
     750     St. Charles Parish, Public
               Improvements Sales Tax, Refunding,
               6.60%, 11/1/07, Callable 11/1/99
               @102..............................        795
     870     St. John Baptist Parish, School
               District #1, GO, 6.25%, 3/1/05,
               Callable 3/1/02 @100..............        914
     750     St. Landry Parish, Consolidated
               School District #1, GO, 6.10%,
               5/1/07, Callable 5/1/01 @100,
               MBIA..............................        783
   1,815     St. Tammany Parish, Hospital
               Service, District #1, Hospital
               Revenue, 6.30%, 7/1/07, Callable
               7/1/02 @102.......................      1,914
     300     St. Tammany Parish, Refunding, GO,
               7.40%, 3/1/98, FGIC...............        307
   1,000     St. Tammany Parish, Sales & Use Tax,
               District #3, Series A, 6.50%,
               12/1/02, Callable 12/1/99 @102,
               FGIC..............................      1,066
   1,000     St. Tammany Parish, Sales & Use Tax,
               District #3, Series A, 6.50%,
               12/1/03, Callable 12/1/99 @102,
               FGIC..............................      1,069
     750     St. Tammany Parish, Sales & Use Tax,
               District #3, Series A, 6.50%,
               12/1/05, Callable 12/1/99 @102,
               FGIC..............................        799
     400     St. Tammany Parish, School District
               #12, GO, 6.50%, 3/1/04, Callable
               3/1/01 @100, FGIC.................        424
   1,665     Stadium & Exposition District, Hotel
               Occupancy, Tax & Stadium Revenue,
               5.65%, 7/1/07, Callable 7/1/04
               @102, FGIC........................      1,758

<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
Louisiana, continued:
 $ 3,020     State Energy & Power Authority,
               Power Project Revenue Refunding--
               Rodemacher Unit #2, 6.75%, 1/1/08,
               Callable 1/1/01 @102, FGIC........   $  3,276
     800     State Gas & Fuels Tax Revenue,
               Series A, 7.20%, 11/15/99.........        850
   1,500     State Gas & Fuels Tax Revenue,
               Series A, 7.25%, 11/15/04,
               Callable 11/15/99 @102............      1,619
   2,750     State GO, 7.10%, 9/1/03, Callable
               9/1/00 @102, FSA..................      3,022
   4,000     State GO, Refunding, Series A,
               6.00%, 8/1/04, FGIC...............      4,316
   2,875     State GO, Refunding, Series A,
               5.80%, 08/01/10, MBIA.............      3,070
   3,000     State GO, Refunding, Series B,
               5.63%, 8/1/13, MBIA...............      3,116
   3,000     State GO, Series A, 6.50%, 4/15/06,
               FGIC..............................      3,356
     430     State GO, Series A, 6.00%, 5/1/08,
               Callable 5/1/04 @102, AMBAC.......        461
     500     State GO, Series A, 6.10%, 5/1/11,
               Callable 5/1/04 @102, AMBAC.......        530
     400     State Offshore Terminal Authority,
               Deepwater Port Revenue, Refunding,
               1st Stage, Series B, 6.00%,
               9/1/01............................        418
     600     State Offshore Terminal Authority,
               Deepwater Port Revenue, Refunding,
               1st Stage, Series B, 6.10%,
               9/1/02............................        634
   1,325     State Offshore Terminal Authority,
               Deepwater Port Revenue, Refunding,
               1st Stage, Series B, 6.25%,
               9/1/04............................      1,424
     150     Sulphur Public Improvements, Sales &
               Use Tax, Series B, 6.00%, 3/1/00,
               Callable 9/1/97 @100, MBIA........        150
     615     Sulphur Public Improvements, Sales &
               Use Tax, Series B, 6.00%, 3/1/01,
               Callable 9/1/97 @100, MBIA........        617
   1,435     Tangipahoa Parish, Consolidated
               School District #1, Refunding, GO,
               6.15%, 12/1/07, Callable 12/1/02
               @100..............................      1,521
   1,250     Tangipahoa Parish, Hospital Service
               District #1, Hospital Revenue
               Refunding, 6.13%, 2/1/14, Callable
               2/1/04 @102, AMBAC................      1,309
   1,285     Terrebonne Parish, Hospital Service
               District #1, Hospital Revenue
               Refunding, Terrebonne General
               Medical Center Project, 7.40%,
               4/1/03, Callable 4/1/98 @102,
               BIG...............................      1,339
</TABLE>

Continued

                                                            59

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Louisiana Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Louisiana, continued:
 $   500     Terrebonne Parish, Waterworks
               District #1, Water Revenue, 5.75%,
               11/1/08, Callable 11/1/03 @102,
               FGIC..............................   $    527
     690     Terrebonne Parish, Waterworks
               District #1, Water Revenue
               Refunding, 5.70%, 11/1/06,
               Callable 11/1/03 @102, FGIC.......        732
     555     Vermilion Parish, Hospital Service,
               District #2, Health Care Revenue
               Refunding, Series A, 6.35%,
               5/1/00, MBIA......................        585
                                                    --------
     Total Municipal Bonds                           163,813
                                                    --------

<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
INVESTMENT COMPANIES (0.2%):
 $   339     The One Group Municipal Money Market
               Fund, Fiduciary Class.............   $    339
                                                    --------
     Total Investment Companies                          339
                                                    --------
Total (Cost--$157,802) (a)                          $164,152
                                                    ========
</TABLE>

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

Percentages indicated are based on net assets of $165,671.
(a) Represents cost for federal income tax purposes and differs from value by
    net unrealized appreciation of securities as follows (amounts in thousands):

<TABLE>
                  <S>                                                                         <C>
                  Unrealized appreciation..................................................   $6,355
                  Unrealized depreciation..................................................       (5)
                                                                                              ------
                  Net unrealized appreciation..............................................   $6,350
                                                                                              ======
AMBAC     Insured by AMBAC Indemnity Corp.
AMT       Alternative Minimum Tax Paper
BIG       Insured by Bond Insurance Guarantee
ETM       Escrowed to Maturity
FGIC      Insured by Federal Guarantee Insurance Corp.
FSA       Insured by Federal Security Assurance
GO        General Obligation
GNMA      Government National Mortgage Association
MBIA      Insured by Municipal Bond Insurance Association
</TABLE>

See notes to financial statements.

60

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
West Virginia Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   -------
<C>          <S>                                     <C>
MUNICIPAL BONDS (98.5%):
Arizona (0.5%):
 $   500     Flagstaff, GO, 8.50%, 7/1/97, FGIC...   $   500
                                                     -------
Hawaii (0.4%):
     400     Hawaii State, GO, Series B, 8.13%,
               2/1/00.............................       436
                                                     -------
Ohio (0.9%):
     500     Columbus, GO, 8.13%, 5/1/04..........       602
     250     Public Community Facilities, Higher
               Education Cap, Series II-B, 5.38%,
               11/1/00, AMBAC.....................       259
                                                     -------
                                                         861
                                                     -------
Puerto Rico (1.1%):
   1,000     Puerto Rico Industrial Tourist
               Educational, Medical and
               Environmental Control Facilities,
               Auxilio Mutuo Hospital Obligation
               Group, 5.80%, 7/1/06, Callable
               1/1/05 @102, MBIA..................     1,077
                                                     -------
Rhode Island (0.2%):
     200     State Construction Capital
               Development, GO, Series B, 6.00%,
               5/15/98............................       204
                                                     -------
Virginia (0.2%):
     200     State Public School Authority
               Revenue, Series A, 6.30%, 8/1/01...       215
                                                     -------
West Virginia (95.2%):
     515     Berkeley County, Building Community,
               Hospital Revenue, City Hospital
               Project, 5.25%, 11/1/97............       517
     200     Berkeley County, Building Community,
               Hospital Revenue, City Hospital
               Project, 5.40%, 11/1/98............       203
   1,000     Berkeley County, Building Community,
               Hospital Revenue, City Hospital
               Project, 6.50%, 11/1/09, Callable
               11/1/02 @102.......................     1,057
   1,000     Berkeley County, Education Board, GO,
               5.50%, 4/1/01......................     1,036
     800     Berkeley County, Education Board, GO,
               5.55%, 4/1/02......................       833
     900     Berkeley County, Education Board, GO,
               5.60%, 4/1/03......................       942
     500     Berkeley County, Education Board, GO,
               5.00%, 6/1/08, Callable 6/1/05
               @100, FGIC.........................       501
   1,525     Brooke Pleasants Tyler Wetzed
               Counties, Single Family Mortgage
               Revenue, 7.40%, 8/15/10, ETM.......     1,824
     225     Cabell County, Education Board, GO,
               6.10%, 5/1/99, MBIA................       233
   1,000     Cabell County, Education Board, GO,
               4.20%, 5/1/99......................       998
     150     Cabell County, Education Board, GO,
               6.20%, 5/1/00, MBIA................       158

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   -------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
West Virginia, continued:
 $ 1,000     Cabell County, Education Board, GO,
               5.00%, 5/1/00......................   $ 1,016
   1,670     Cabell County, Education Board, GO,
               6.60%, 5/1/04, MBIA................     1,861
   1,500     Cabell County, Education Board, GO,
               6.00%, 5/1/06, MBIA................     1,630
     100     Charles Town Residential Mortgage,
               Revenue, Series A, 5.40%, 9/1/02...       103
     100     Charles Town Residential Mortgage,
               Revenue, Series A, 5.55%, 3/1/03...       103
     105     Charles Town Residential Mortgage,
               Revenue, Series A, 5.70%, 9/1/04,
               Callable 3/1/03 @102...............       109
   1,555     Charleston Building Community,
               Parking Facility Revenue, Capital
               Appreciation, 0.00%, 12/1/17.......       414
   1,570     Charleston Building Community,
               Parking Facility Revenue, Capital
               Appreciation, 0.00%, 12/1/18.......       392
   1,570     Charleston Building Community,
               Parking Facility Revenue, Capital
               Appreciation, 0.00%, 12/1/19.......       367
   1,000     Charleston Building Community,
               Parking Facility Revenue,
               Charleston Town Center, 6.00%,
               12/1/10............................     1,009
   1,010     Charleston Parking Revenue, Series B,
               6.75%, 6/1/08, Callable 12/1/04
               @102...............................     1,129
     500     Clarksburg Water Revenue, Asset
               Guaranty, 5.00%, 9/1/97............       501
     790     Fairmont Waterworks, 5.30%, 7/1/09,
               Callable 7/1/07 @102, MBIA.........       799
     925     Fairmont Waterworks, 5.50%, 7/1/12,
               Callable 7/1/07 @102, MBIA.........       937
   2,500     Harrison County, Board of Education,
               GO, 6.40%, 5/1/07, FGIC............     2,805
   2,000     Harrison County, Community Special
               Obligation, Series A, 6.25%,
               5/15/10, ETM.......................     2,210
   1,500     Harrison County, Education Board, GO,
               6.30%, 5/1/05, FGIC................     1,652
      95     Huntington Residential Mortgage
               Revenue Refunding, 6.30%, 9/1/98...        98
     735     Jackson County, Residential Mortgage
               Revenue, 7.38%, 6/1/10, Callable
               12/1/97 @100, FGIC, ETM............       863
   1,000     Kanawha County, Community Building
               Revenue, Charleston Hospital,
               7.50%, 11/1/08, Prerefunded 11/1/99
               @102, AMBAC........................     1,092
</TABLE>

Continued

                                                                   61

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
West Virginia Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   -------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
West Virginia, continued:
 $ 2,910     Kanawha Mercer Nicholas Counties
               Single Family Mortgage Revenue,
               0.00%, 2/1/15, Prerefunded 2/1/14
               @89.8..............................   $ 1,051
   4,435     Kanawha-Putnam County, Single Family
               Mortgage, Series A, 0.00%, 12/1/16,
               AMBAC, ETM.........................     1,497
   1,696     Keyser Housing Corp. Mortgage
               Revenue, 7.25%, 4/1/21, Callable
               7/24/97 @101.5, FHA................     1,722
     265     Marion County, Single Family Mortgage
               Revenue, 7.05%, 8/1/98, FGIC,
               ETM................................       274
   1,065     Marion County, Single Family Mortgage
               Revenue, 7.38%, 8/1/11, FGIC,
               ETM................................     1,265
     150     Marshall County, Special Obligation,
               5.60%, 5/15/98, ETM................       152
     500     Marshall County, Special Obligation,
               6.50%, 5/15/10, ETM................       555
   1,000     Monongalia County, Board of
               Education, GO, 7.00%, 4/1/03,
               MBIA...............................     1,124
     440     Monongalia County, Board of
               Education, GO, 7.00%, 4/1/04,
               MBIA...............................       500
     300     Monongalia County, Board of
               Education, GO, 7.00%, 4/1/05,
               MBIA...............................       344
     610     Morgantown Waterworks & Sewer System,
               4.40%, 10/1/97, FGIC...............       611
   1,295     Parkersburg Waterworks & Sewer System
               Revenue, 5.50%, 3/1/10, Callable
               9/1/06 @102, FSA...................     1,331
   1,335     Parkersburg Waterworks & Sewer System
               Revenue, 5.50%, 9/1/10, Callable
               9/1/06 @102, FSA...................     1,373
   2,610     Pleasants County, Pollution Control
               Revenue, Monongahela Power, 6.38%,
               11/1/07, Callable 7/24/97 @100.....     2,612
   1,000     Pleasants County, Pollution Control
               Revenue, Potomac Power, 6.15%,
               5/1/15, Callable 5/1/05 @102,
               MBIA...............................     1,057
   1,750     Pleasants County, Pollution Control
               Revenue, Potomac Power, 6.15%,
               5/1/15, Callable 5/1/05 @102,
               AMBAC..............................     1,845
   1,000     Pleasants County, Pollution Control
               Revenue, West Penn Power, 6.15%,
               5/1/15, Callable 5/1/05 @102,
               AMBAC..............................     1,057
     200     Raleigh Fayette & Nicholas Counties,
               Special Obligation, 5.40%,
               8/1/97.............................       200
   1,000     School Building Authority Revenue
               Capital Improvement, 6.00%, 7/1/98,
               MBIA...............................     1,021
   1,500     School Building Authority Revenue
               Capital Improvement, 5.25%, 7/1/99,
               MBIA...............................     1,533

<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
West Virginia, continued:
 $ 1,750     School Building Authority Revenue
               Capital Improvement, 6.25%, 7/1/01,
               MBIA...............................   $ 1,873
   1,000     School Building Authority Revenue
               Capital Improvement, 5.50%, 7/1/11,
               Callable 7/1/07 @102, AMBAC........     1,020
     800     School Building Authority Revenue
               Capital Improvement, Series B,
               6.80%, 7/1/00, MBIA................       858
   1,000     School Building Authority Revenue
               Capital Improvement, Series B,
               6.90%, 7/1/02, Callable 7/1/00
               @102, MBIA.........................     1,090
     500     School Building Authority Revenue
               Capital Improvement, Series B,
               6.95%, 7/1/03, Prerefunded 7/1/00
               @102, MBIA.........................       546
     200     School Building Authority Revenue
               Capital Improvement, Series B,
               6.75%, 7/1/06, MBIA................       228
   1,000     School Building Authority Revenue
               Capital Improvement, Series B,
               6.00%, 7/1/12, Callable 7/1/02
               @100, MBIA.........................     1,044
     500     State Building Common Lease Revenue,
               6.70%, 7/1/02, Callable 7/1/00
               @102, MBIA.........................       544
   1,000     State Building, Series A, 5.25%,
               7/1/08, Callable 7/1/07 @102,
               MBIA...............................     1,020
   1,000     State Building, Series A, 5.25%,
               7/1/09, Callable 7/1/07 @102,
               MBIA...............................     1,009
   1,000     State College Revenues, 5.10%,
               4/1/99, AMBAC......................     1,017
     250     State GO, 5.25%, 3/1/01, Callable
               7/24/97 @100.......................       250
     200     State GO, 5.70%, 6/1/01, Callable
               7/24/97 @100.......................       201
   1,200     State GO, 6.10%, 6/1/03, Callable
               7/24/97 @101.......................     1,213
   1,085     State GO, Series A, 5.00%, 2/1/98....     1,092
     250     State GO, Series A, 5.20%, 2/1/99....       254
     300     State GO, Series A, 5.30%, 2/1/00....       308
     600     State GO, Series A, 5.40%, 2/1/01....       621
   2,500     State GO, Series A, 5.50%, 2/1/02....     2,607
   1,000     State GO, Series B, AMT, 5.80%,
               11/1/11, Callable 11/1/06 @102,
               FGIC...............................     1,051
   1,000     State GO, Series B, AMT, 5.85%,
               11/1/12, Callable 11/1/06 @102,
               FGIC...............................     1,051
     200     State Hospital Finance Authority,
               Hospital Revenue, 6.80%, 8/1/97,
               FSA................................       200
</TABLE>

Continued

62

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
West Virginia Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   -------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
West Virginia, continued:
 $   100     State Hospital Finance Authority,
               Hospital Revenue, 6.80%, 8/1/98,
               FSA................................   $   103
     625     State Hospital Finance Authority,
               Hospital Revenue, 5.50%, 1/1/02,
               MBIA...............................       650
     500     State Hospital Finance Authority,
               Hospital Revenue, 5.70%, 1/1/04,
               Callable 1/1/02 @102, MBIA.........       527
     500     State Hospital Finance Authority,
               Hospital Revenue, 7.00%, 8/1/04,
               Callable 8/1/99 @102, FSA..........       532
   2,350     State Hospital Finance Authority,
               Hospital Revenue, 5.10%, 6/1/06,
               Callable 6/1/03 @102, MBIA.........     2,386
   1,000     State Hospital Finance Authority,
               Hospital Revenue, 5.13%, 9/1/06,
               Callable 9/1/05 @102, MBIA.........     1,019
   1,000     State Hospital Finance Authority,
               Hospital Revenue, 7.00%, 8/1/09,
               Callable 8/1/99 @102, FSA..........     1,065
     150     State Housing Development, 6.60%,
               11/1/97, FHA.......................       151
     140     State Housing Development, 5.50%,
               11/1/98, FHA.......................       143
     450     State Housing Development, 7.00%,
               5/1/99, Callable 11/1/97 @102,
               FHA................................       462
     200     State Housing Development, 6.90%,
               7/1/99, FHA........................       201
     190     State Housing Development, 6.30%,
               11/1/03, Callable 5/1/02 @103,
               FHA................................       201
     195     State Housing Development, 6.40%,
               5/1/04, Callable 5/1/02 @103,
               FHA................................       206
     205     State Housing Development, 6.40%,
               11/1/04, Callable 5/1/02 @103,
               FHA................................       217
     500     State Housing Development, 7.38%,
               11/1/05, Callable 11/1/97 @102,
               FHA................................       514
     245     State Housing Development, 6.75%,
               11/1/10, Callable 5/1/02 @103,
               FHA................................       258
     315     State Housing Development, 6.75%,
               5/1/11, Callable 5/1/02 @103,
               FHA................................       331
   1,000     State Housing Development, 7.40%,
               11/1/11, Callable 11/1/97 @102,
               FHA................................     1,029
     320     State Housing Development, 6.75%,
               11/1/11, Callable 5/1/02 @103,
               FHA................................       336
   1,000     State Housing Development, 7.40%,
               11/1/13, Callable 11/1/97 @102,
               FHA................................     1,029
     500     State Housing Development, 7.40%,
               11/1/13, Callable 11/1/97 @102,
               FHA, AMBAC.........................       513
   1,000     State Housing Development, 5.80%,
               5/1/17, Callable 5/1/07 @102.......     1,008

<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
West Virginia, continued:
 $    25     State Housing Development Fund,
               Single Family Mortgage, 6.13%,
               7/1/13, Callable 7/1/97 @100.......   $    25
   1,500     State University Revenue, 5.75%,
               4/1/03, AMBAC......................     1,592
   1,500     State University Revenue, 5.75%,
               4/1/04, Callable 4/1/03 @102,
               AMBAC..............................     1,597
   1,000     State University Revenue, 6.00%,
               4/1/07, Callable 4/1/03 @102,
               AMBAC..............................     1,073
   1,000     State University Revenue, 6.00%,
               4/1/12, Callable 4/1/03 @102,
               AMBAC..............................     1,049
     130     State Water Development Authority
               Revenue, Loan Program II, Series A,
               6.90%, 11/1/01.....................       141
     160     State Water Development Authority
               Revenue, Loan Program II, Series A,
               7.10%, 11/1/04, Callable 11/1/01
               @102...............................       177
   2,000     State Water Development Authority
               Revenue, Loan Program, Series A,
               7.00%, 11/1/11, Callable 11/1/01
               @102, FSA..........................     2,200
     100     State Water Development Authority
               Revenue, Series A, 7.30%,
               11/1/99............................       106
     100     State Water Development Authortiy
               Revenue, Series A, 7.40%,
               11/1/00............................       109
     225     University Dormitory Revenue, Series
               A, 5.60%, 5/1/99, MBIA.............       231
     750     University Revenues, State University
               System, Marshall University
               Library, 5.60%, 4/1/11, Callable
               4/1/06 @101, AMBAC.................       772
   1,000     Weirton Municipal Hospital Building
               Community Revenue, 5.10%, 12/1/98,
               AMBAC..............................     1,016
   1,000     Wheeling Waterworks & Sewer System
               Revenue, Refunding, 5.40%, 6/1/11,
               Callable 6/1/07 @100, FGIC.........     1,008
   1,200     Wheeling Waterworks & Sewer System
               Revenue, Series C, 6.60%, 6/1/12,
               Prerefunded 6/1/02 @100, FGIC......     1,313
                                                     -------
                                                      92,903
                                                     -------
      Total Municipal Bonds                           96,196
                                                     -------
INVESTMENT COMPANIES (3.3%):
   3,241     The One Group Municipal Money Market
               Fund, Fiduciary Class..............     3,241
                                                     -------
      Total Investment Companies                       3,241
                                                     -------
Total (Cost--$94,924) (a)                            $99,437
                                                     =======
</TABLE>

Continued

                                                                63

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
West Virginia Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

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

Percentages indicated are based on net assets of $97,692.
(a) Represents cost for federal income tax purposes and differs from value by
    net unrealized appreciation of securities as follows (amounts in thousands):

<TABLE>
                  <S>                                                                         <C>
                  Unrealized appreciation..................................................   $4,513
                  Unrealized depreciation..................................................       --
                                                                                              ------
                  Net unrealized appreciation..............................................   $4,513
                                                                                              ======
</TABLE>

AMBAC     Insured by AMBAC Indemnity Corp.
ETM       Escrowed to Maturity
FGIC      Insured by Federal Guarantee Insurance Corp.
FHA       Insured by Federal Housing Authority
FSA       Insured by Federal Security Assurance
GO        General Obligation
MBIA      Insured by Municipal Bond Insurance Association

See notes to financial statements.

64

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Arizona Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS (99.1%):
Arizona (99.1%):
 $ 1,175     Apache County, Public Finance Corp.,
               Certificates of Participation,
               5.25%, 5/1/04, Callable 5/1/00
               @102..............................   $  1,190
     500     Apache County, Public Finance Corp.,
               Certificates of Participation,
               5.50%, 5/1/10, Callable 5/1/00
               @102..............................        507
   1,000     Arizona State University Revenues
               Refunding System, Series A, 5.60%,
               7/1/05, Callable 7/1/02 @101......      1,043
   1,000     Arizona State University Revenues
               System, 6.90%, 7/1/04, Callable
               7/1/02 @101, AMBAC................      1,112
   1,315     Arizona State University Revenues
               System, 7.00%, 7/1/06, Prerefunded
               7/1/01 @102.......................      1,464
   1,950     Arizona State University Revenues,
               Series A, 5.85%, 7/1/08, Callable
               7/1/02 @101.......................      2,037
   1,820     Arizona State University Revenues,
               Series A, 5.90%, 7/1/09, Callable
               7/1/02 @101.......................      1,896
     650     Bullhead City, Municipal Property
               Corp., Municipal Facilities
               Revenue, 7.20%, 7/1/10,
               Prerefunded 7/1/00 @101, FGIC.....        710
     725     Casa Grande, Excise Tax Revenue,
               5.90%, 4/1/09, Callable 4/1/04
               @100, FGIC........................        761
     750     Central Arizona Water Conservation
               District, Contract Revenue, 7.15%,
               11/1/99...........................        798
   6,290     Central Arizona Water Conservation
               District, Contract Revenue, 7.00%,
               11/1/03, Prerefunded 11/1/00
               @102..............................      6,929
   1,000     Central Arizona Water Conservation
               District, Contract Revenue, 7.65%,
               11/1/09, Prerefunded 11/1/00
               @102..............................      1,122
   3,300     Central Arizona Water Conservation
               District, Contract Revenue, 7.13%,
               11/1/11, Prerefunded 11/1/00
               @102..............................      3,649
   2,875     Central Arizona Water Conservation
               District, Contract Revenue,
               Central Arizona Project, 4.75%,
               11/1/07, Callable 5/1/04 @102,
               MBIA..............................      2,860

<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Arizona, continued:
 $ 1,460     Central Arizona Water Conservation
               District, Contract Revenue,
               Central Arizona Project - Series
               A, 5.20%, 11/1/03.................   $  1,504
   4,000     Central Arizona Water Conservation
               District, Contract Revenue,
               Central Arizona Project - Series
               A, 5.40%, 11/1/05.................      4,157
   4,750     Central Arizona Water Conservation
               District, Contract Revenue,
               Central Arizona Project - Series
               A, 5.40%, 11/1/06.................      4,946
   4,175     Central Arizona Water Conservation
               District, Contract Revenue, Series
               B, Power Sales Co., 6.50%,
               11/1/11, Prerefunded 5/1/01
               @102..............................      4,560
     625     Coconino & Yavapai Counties Arizona,
               School District #9, Sedona Oak
               Creek Project of 1992-C, GO,
               5.60%, 7/1/06, Callable 7/1/02
               @101, FGIC........................        653
   1,000     Coconino & Yavapai Counties Arizona,
               School District #9, Sedona Oak
               Creek Project of 1992-D, GO,
               5.20%, 7/1/01, FGIC...............      1,030
     905     Coconino County, Arizona University,
               School District #001, Flagstaff,
               GO, 5.70%, 7/1/01, Callable 7/1/00
               @101, AMBAC.......................        947
   2,400     Coconino County, Arizona University,
               School District #001, Flagstaff,
               GO, 5.50%, 7/1/08, Callable 7/1/05
               @101, AMBAC.......................      2,492
   2,500     East Valley Institute of Technology,
               District #401, Project of 1994,
               Series B, GO, 6.00%, 7/1/05,
               AMBAC.............................      2,698
   1,000     East Valley Institute of Technology,
               District #401, Series A, GO,
               6.00%, 7/1/04, Callable 7/1/00
               @101, AMBAC.......................      1,046
     740     Flagstaff Street & Highway User
               Revenue, 6.90%, 7/1/04,
               Prerefunded 7/1/98 @102...........        776
     870     Flagstaff, GO, 4.60%, 7/1/04,
               FGIC..............................        868
   1,000     Gilbert Improvement District #011,
               GO, 7.60%, 1/1/04, Callable 1/1/98
               @102.5, FGIC......................      1,044
   1,000     Glendale Municipal Property Corp.,
               Refunding, 7.00%, 7/1/05, Callable
               7/1/99 @101, MBIA.................      1,058
   1,000     Glendale Municipal Property Corp.,
               Refunding, 7.00%, 7/1/09, Callable
               7/1/99 @101, MBIA.................      1,058
</TABLE>

Continued

                                                                       65

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Arizona Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Arizona, continued:
 $ 4,000     Glendale University High School,
               District #205, Projects of 1993 -
               Series A, GO, 5.30%, 7/1/07,
               Callable 7/1/03 @101..............   $  4,114
   2,900     Glendale University High School,
               District #205, Projects of 1993 -
               Series B, GO, 5.45%, 7/1/09,
               Callable 7/1/05 @101, FGIC........      2,990
   2,000     Glendale, GO, 5.05%, 7/1/02, FGIC...      2,057
   2,000     Maricopa County, Community College
               District, 5.00%, 7/1/13, Callable
               7/1/06 @101.......................      1,941
   1,570     Maricopa County, Community College
               District, Building Revenue, 5.10%,
               7/15/05, MBIA.....................      1,610
   1,000     Maricopa County, Community College
               District, Series A, 6.00%, 7/1/07,
               Callable 7/1/03 @101..............      1,068
     500     Maricopa County, Industrial
               Development Authority, Hospital
               Facility Revenue, St. Joseph's
               Hospital & Medical Centers
               Project, 6.20%, 11/1/11, Putable
               11/1/97 @100, ETM.................        505
   1,000     Maricopa County, School District
               #001, Phoenix Elementary, GO,
               5.50%, 7/1/10, Callable 7/1/07
               @101, MBIA........................      1,030
     850     Maricopa County, School District
               #006, Washington Elementary,
               Series A, GO, 5.75%, 7/1/05,
               Callable 7/1/02 @101, AMBAC.......        896
     900     Maricopa County, School District
               #006, Washington Elementary,
               Series A, GO, 5.75%, 7/1/06,
               Callable 7/1/02 @101, AMBAC.......        946
   2,000     Maricopa County, School District
               #038, Madison Elementary Project
               of 1995 - Series B, GO, 5.80%,
               7/1/15, Callable 7/1/06 @101,
               MBIA..............................      2,076
   1,015     Maricopa County, School District
               #038, Madison Elementary
               Refunding, GO, 5.30%, 7/1/08,
               Callable 7/1/03 @101, AMBAC.......      1,039
   2,000     Maricopa County, School District
               #097, Deer Valley Project
               1986 - Series D, GO, 6.90%,
               7/1/01, Prerefunded 7/1/00 @101,
               MBIA..............................      2,167
   1,000     Maricopa County, School District
               #097, Deer Valley Project of
               1986 - Series F, GO, 5.90%,
               7/1/03, Callable 7/1/02 @101,
               FGIC..............................      1,070

<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
Arizona, continued:
 $   750     Maricopa County, School District
               #097, Deer Valley Project of
               1996 - Series C, GO, 5.35%,
               7/1/09, Callable 7/1/07 @100,
               FSA...............................   $    763
   2,000     Maricopa County, School District
               #210, Phoenix Refunding, GO,
               5.25%, 7/1/04, Callable 7/1/03
               @101..............................      2,076
   2,000     Maricopa County, School District
               #210, Project of 1995 - Series B,
               GO, 5.38%, 7/1/13.................      2,003
   1,200     Maricopa County, School District
               #210, Series A, GO, 5.60%, 7/1/13,
               Callable 7/1/05 @101..............      1,229
   2,250     Maricopa County, School District
               #210, Series D, GO, 6.70%, 7/1/03,
               Prerefunded 7/1/01 @101...........      2,452
   1,000     Maricopa County, School District
               #210, Series E, GO, 7.10%,
               7/1/03............................      1,135
   2,000     Maricopa County, School District
               #210, Series E, GO, 6.20%, 7/1/06,
               Prerefunded 7/1/02 @101...........      2,174
   1,440     Maricopa County, School District
               #28, Kyrene Elementary, Series G,
               GO, 6.75%, 7/1/99, ETM............      1,516
   1,250     Maricopa County, School District #4,
               GO, 5.25%, 7/1/03, FGIC...........      1,299
   2,000     Maricopa County, School District #4,
               GO, 5.50%, 7/1/09, Callable 7/1/05
               @102, FGIC........................      2,071
   2,500     Maricopa County, School District #4,
               GO, 5.00%, 7/1/10, Callable 7/1/06
               @101, FGIC........................      2,468
     750     Maricopa County, School District #4,
               GO, 5.65%, 7/1/11, Callable 7/1/05
               @102, FGIC........................        777
   1,000     Maricopa County, School District
               #48, Scottsdale Refunding, GO,
               5.20%, 7/1/06, Callable 7/1/03
               @101..............................      1,033
   1,475     Maricopa County, School District
               #48, Scottsdale Refunding, GO,
               4.90%, 7/1/06, Callable 7/1/02
               @101..............................      1,492
   1,000     Maricopa County, School District
               #48, Scottsdale Refunding, GO,
               5.25%, 7/1/08, Callable 7/1/03
               @101..............................      1,025
   1,500     Maricopa County, School District
               #48, Scottsdale Refunding, GO,
               6.75%, 7/1/09, Prerefunded 7/1/01
               @101..............................      1,644
   2,000     Maricopa County, School District
               #48, Scottsdale Refunding, Series
               B, GO, 6.10%, 7/1/02..............      2,154
</TABLE>

Continued

66

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Arizona Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Arizona, continued:
 $ 1,000     Maricopa County, School District
               #48, Scottsdale Refunding, Series
               B, GO, 6.30%, 7/1/04..............   $  1,104
   2,000     Maricopa County, School District
               #48, Scottsdale School
               Improvements, GO, 7.50%, 7/1/04,
               Prerefunded 7/1/97 @103...........      2,060
   2,500     Maricopa County, School District
               #48, Scottsdale School
               Improvements, GO, 5.00%, 7/1/14,
               Callable 7/1/04 @101..............      2,410
   3,100     Maricopa County, School District
               #69, Paradise Valley Refunding,
               GO, 5.80%, 7/1/09, AMBAC..........      3,335
   2,400     Maricopa County, School District
               #69, Paradise Valley Refunding,
               GO, 5.00%, 7/1/09, Callable 7/1/03
               @102, AMBAC.......................      2,392
   1,000     Maricopa County, School District
               #69, Paradise Valley Refunding,
               GO, 6.35%, 7/1/10, MBIA...........      1,125
   2,000     Maricopa County, School District
               #69, Paradise Valley, Series B,
               GO, 6.50%, 7/1/08, Prerefunded
               7/1/01 @100.......................      2,157
   1,000     Maricopa County, School District
               #80, Chandler Projects of
               1995 - Series C, GO, 5.10%,
               7/1/08, FGIC......................      1,014
   1,000     Maricopa County, School District
               #80, Chandler, GO, 5.80%, 7/1/08,
               Callable 7/1/05 @101, FGIC........      1,064
     920     Maricopa County, School District #9,
               Wickenburg, GO, 5.50%, 7/1/13,
               Callable 7/1/07 @100, AMBAC.......        928
   1,625     Mesa, GO, 6.00%, 7/1/02, AMBAC......      1,739
   1,000     Mesa, GO, 5.70%, 7/1/03, FGIC.......      1,062
     725     Mesa, GO, 5.00%, 7/1/03, MBIA.......        743
   2,040     Mesa, Project of 1987, GO, 9.00%,
               7/1/01, ETM, MBIA.................      2,384
   2,000     Mesa, Project of 1987, GO, 5.70%,
               7/1/08, Callable 7/1/03 @101.5,
               MBIA..............................      2,096
   2,000     Mesa, Utility System Revenue, 5.38%,
               7/1/12, Callable 7/1/05 @101,
               FGIC..............................      2,015
   1,205     Mohave County, Elementary School
               District #16, GO, 5.25%, 7/1/09,
               Callable 7/1/07 @100, MBIA........      1,219
   1,200     Mohave County, School District # 1,
               Lake Havasu Refunding, GO, 5.20%,
               7/1/09, Callable 7/1/03 @101,
               AMBAC.............................      1,211


<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
Arizona, continued:
 $ 1,000     Northern Arizona University,
               Revenues, 7.50%, 6/1/03,
               Prerefunded 6/1/99 @100...........   $  1,063
   2,750     Northern Arizona University,
               Revenues, 6.40%, 6/1/07, Callable
               6/1/02 @101, FGIC.................      2,979
   2,000     Northern Arizona University,
               Revenues, 7.50%, 6/1/08,
               Prerefunded 6/1/99 @100...........      2,125
   1,215     Northern Arizona University,
               Revenues, Series A, 5.60%, 6/1/05,
               Callable 6/1/02 @102, AMBAC.......      1,274
   1,000     Oro Valley Municipal Property Corp.,
               Municipal Water System Revenue,
               Canada Hills, 5.45%, 7/1/14,
               Callable 7/1/08 @101, MBIA........      1,009
   2,000     Phoenix Civic Improvement Corp.,
               Water System Revenue, 5.63%,
               7/1/09, Callable 7/1/06 @100......      2,080
   1,320     Phoenix Street & Highway User
               Revenue, 6.10%, 7/1/01, ETM.......      1,406
     725     Phoenix Street & Highway User
               Revenue, 6.25%, 7/1/06, Callable
               7/1/02 @102.......................        784
   2,000     Phoenix Street & Highway User
               Revenue, 6.50%, 7/1/09, ETM.......      2,169
   1,255     Phoenix Street & Highway User
               Revenue, Series A, 5.80%, 7/1/05,
               Callable 7/1/02 @102, FGIC........      1,332
   3,000     Phoenix, GO, 6.50%, 7/1/11,
               Prerefunded 7/1/99 @102...........      3,192
   2,450     Phoenix, GO, 6.38%, 7/1/13, Callable
               7/1/02 @102.......................      2,649
   1,125     Phoenix, GO, Series A, 5.10%,
               7/1/04............................      1,161
   2,500     Phoenix, GO, Series A, 5.20%,
               7/1/05............................      2,590
   1,000     Phoenix, GO, Series A, 5.40%,
               7/1/07............................      1,051
   1,000     Pima County, Arizona College
               District, Certificates of
               Participation, Series B, 6.00%,
               7/1/07, Callable 7/1/01 @101,
               AMBAC.............................      1,049
     725     Pima County, GO, 5.60%, 7/1/07,
               Callable 7/1/03 @101..............        758
     555     Pima County, GO, 6.20%, 7/1/08,
               Callable 7/1/02 @101..............        590
   1,500     Pima County, Industrial Development
               Authority, HealthPartners - Series
               A, 5.30%, 4/1/07, MBIA............      1,547
   1,000     Pima County, Industrial Development
               Authority, Single Family Mortgage
               Revenue Refunding, Series B, AMT,
               6.15%, 11/1/23, Callable 5/1/07
               @102, GNMA........................      1,075
</TABLE>

Continued

                                                                             67

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Arizona Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Arizona, continued:
 $ 1,165     Pima County, Industrial Development
               Authority, Single Family Mortgage
               Revenue, Series A, 6.40%, 8/1/11,
               Callable 8/1/05 @102..............   $  1,215
     315     Pima County, Industrial Development
               Authority, Single Family Mortgage
               Revenue, Series A, 7.63%, 2/1/12,
               Callable 2/1/01 @101..............        330
   1,585     Pima County, Sewer Revenue, Series
               A, 4.90%, 7/1/08, Callable 7/1/04
               @102, FGIC........................      1,572
   1,000     Pima County, Union School District
               #1, Project of 1989 - Series G,
               GO, 5.00%, 7/1/06, Callable 7/1/05
               @101, MBIA........................      1,013
   2,205     Pima County, Union School District
               #1, Project of 1989 - Series G,
               GO, 5.00%, 7/1/07, Callable 7/1/05
               @101, MBIA........................      2,235
   1,000     Pima County, Union School District
               #1, Series B, GO, 7.20%, 7/1/09,
               Prerefunded 7/1/00 @101...........      1,091
   1,500     Pima County, Union School District
               #1, Series C, GO, 6.88%, 7/1/10,
               Prerefunded 7/1/01 @101, MBIA.....      1,652
   2,000     Pima County, Union School District
               #1, Tucson School Improvements,
               Series D, GO, 6.10%, 7/1/11,
               Callable 7/1/02 @102, FGIC........      2,110
   1,200     Pinal County, School District #004,
               Casa Grande Elementary School
               Improvement, GO, 6.00%, 7/1/04,
               Callable 7/1/01 @101, AMBAC.......      1,271
   1,270     Salt River Project, Arizona
               Agriculture, Improvement & Power
               District, Electric Systems Revenue
               Refunding, Series A, 5.40%,
               1/1/04............................      1,325
   2,000     Salt River Project, Arizona
               Agriculture, Improvement & Power
               District, Electric Systems Revenue
               Refunding, Series A, 5.63%,
               1/1/06............................      2,118
   1,000     Salt River Project, Arizona
               Agriculture, Improvement & Power
               District, Electric Systems Revenue
               Refunding, Series A, 6.50%,
               1/1/07, Callable 1/1/01 @102......      1,078
   5,000     Salt River Project, Arizona
               Agriculture, Improvement & Power
               District, Electric Systems Revenue
               Refunding, Series B, 5.05%,
               1/1/06............................      5,095

<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
Arizona, continued:
 $ 3,250     Salt River Project, Arizona
               Agriculture, Improvement & Power
               District, Electric Systems Revenue
               Refunding, Series B, 5.20%,
               1/1/08............................   $  3,339
   2,500     Salt River Project, Arizona
               Agriculture, Improvement & Power
               District, Electric Systems Revenue
               Refunding, Series B, 5.38%,
               1/1/09, Callable 1/1/03 @102......      2,546
   2,200     Salt River Project, Arizona
               Agriculture, Improvement & Power
               District, Electric Systems Revenue
               Refunding, Series C, 4.70%,
               1/1/06............................      2,186
   3,000     Salt River Project, Arizona
               Agriculture, Improvement & Power
               District, Electric Systems Revenue
               Refunding, Series D, 6.00%,
               1/1/13, Callable 1/1/02 @102......      3,128
   2,085     Scottsdale Municipal Property Corp.,
               Excise Tax Revenue, 5.38%,
               7/1/05............................      2,172
   1,000     Scottsdale Municipal Property Corp.,
               Lease Revenue Refunding, Excise
               Tax Revenue, 6.38%, 5/1/05,
               Callable 11/1/02 @100.............      1,074
   1,900     Scottsdale Project of 1989, Series
               E, GO, 5.50%, 7/1/14, Callable
               7/1/02 @101.......................      1,916
   1,065     Scottsdale Street & Highway User
               Revenue, 5.50%, 7/1/07............      1,118
   2,200     Scottsdale, GO, 6.90%, 7/1/06,
               Prerefunded 7/1/00 @102...........      2,401
   1,700     Scottsdale, GO, 5.25%, 7/1/06.......      1,770
   1,100     Scottsdale, GO, 6.90%, 7/1/07,
               Prerefunded 7/1/00 @102...........      1,201
     500     Scottsdale, GO, 5.50%, 7/1/09.......        525
     850     Scottsdale, GO, 5.00%, 7/1/09,
               Callable 7/1/03 @101..............        852
   1,615     Scottsdale, GO, Series A, 4.80%,
               7/1/08, Callable 7/1/03 @101......      1,605
     750     Scottsdale, GO, Series B, 6.00%,
               7/1/09, Prerefunded 7/1/01 @101...        801
   2,500     State Certificates of Participation,
               6.63%, 9/1/08, Callable 9/1/01
               @102, FSA.........................      2,714
   1,000     State Municipal Financing Program,
               Certificates of Participation,
               Series 20, 7.70%, 8/1/10, ETM,
               BIG...............................      1,214
   1,000     State Municipal Financing Program,
               Certificates of Participation,
               Series 27, 7.00%, 8/1/04, Callable
               8/1/98 @101, BIG..................      1,038
   1,250     State Power Authority Resource
               Revenue Refunding, Hoover Uprating
               Project, 4.80%, 10/1/01, MBIA.....      1,277
</TABLE>

Continued

68

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Arizona Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT              SECURITY DESCRIPTION            VALUE
- ---------    ------------------------------------   --------
<C>          <S>                                    <C>
MUNICIPAL BONDS, CONTINUED:
Arizona, continued:
 $ 2,035     State Power Authority Resource
               Revenue Refunding, Hoover Uprating
               Project, 5.40%, 10/1/07, Callable
               10/1/03 @102, MBIA................   $  2,111
   2,000     State Transportation Board Excise
               Tax Revenue, Maricopa County
               Regional Area Road Fund - A,
               7.60%, 7/1/05, Prerefunded 7/1/98
               @102, FGIC........................      2,113
   2,000     State Transportation Board Highway
               Revenue, 7.00%, 7/1/06,
               Prerefunded 7/1/00 @101...........      2,173
   3,000     State Transportation Board Highway
               Revenue, 5.25%, 7/1/07, Callable
               7/1/03 @102.......................      3,098
   1,000     State Transportation Board Highway
               Revenue, Sub-Series B, 6.50%,
               7/1/08, Prerefunded 7/1/02
               @101.5............................      1,106
   1,000     State Transportation Board Revenue,
               Sub-Series A, 6.50%, 7/1/11,
               Prerefunded 7/1/01 @101.5.........      1,092
   1,635     Tempe, GO, 5.00%, 7/1/10, Callable
               7/1/06 @101.......................      1,614
   1,000     Tempe, GO, Series A, 5.10%,
               7/1/05............................      1,025
     580     Tempe, GO, Series B, 6.00%, 7/1/06,
               Callable 7/1/02 @101..............        616
   2,235     Tempe, Union High School District
               #213, Project of 1989 - Series B,
               GO, 5.90%, 7/1/04, Callable 7/1/01
               @101..............................      2,351
   1,000     Tucson Street & Highway User
               Revenue, 5.30%, 7/1/05, Callable
               7/1/03 @102, MBIA.................      1,035
   2,000     Tucson Water Revenue Refunding,
               Series A, 5.75%, 7/1/12, Callable
               7/1/02 @102, MBIA, IBC............      2,053
     700     University of Arizona, Foundation
               Certificates of Participation,
               Series 8, 4.90%, 8/1/09, MBIA.....        693

<CAPTION>
SHARES OR
PRINCIPAL                                             MARKET
 AMOUNT              SECURITY DESCRIPTION             VALUE
- ---------    -------------------------------------   --------
<C>          <S>                                     <C>
MUNICIPAL BONDS, CONTINUED:
Arizona, continued:
 $ 1,000     University of Arizona, University
               Revenues, 6.25%, 6/1/11, Callable
               6/1/02 @102.......................   $  1,072
   2,215     University of Arizona, University
               Revenues, Series A, 7.00%, 6/1/10,
               Prerefunded 6/1/00 @102...........      2,419
   1,100     Yavapai County, Industrial
               Development Authority, Hospital
               Facility Revenue, Yavapai Regional
               Medical Center - Series A, 5.13%,
               12/1/13, Callable 6/1/07 @102,
               FSA...............................      1,073
   1,750     Yuma County, GO, 6.13%, 7/1/12,
               Callable 7/1/03 @101, AMBAC.......      1,845
   1,305     Yuma County, GO, Elementary School
               District #1, 5.25%, 7/1/10,
               Callable 7/1/07 @101, MBIA........      1,306
   1,000     Yuma County, Industrial Development
               Authority, Hospital Revenue
               Refunding, Yuma Regional Medical
               Center, 5.50%, 8/1/09, Callable
               8/1/07 @102, MBIA.................      1,021
   1,000     Yuma County, Municipal Property
               Corp. Revenue, Series A, 5.20%,
               7/1/09, Callable 7/1/03 @101,
               AMBAC.............................      1,005
   1,575     Yuma County, Union High School,
               District #70, GO, 5.00%, 7/1/06,
               Callable 7/1/02 @101, FGIC........      1,597
                                                    --------
      Total Municipal Bonds                          255,076
                                                    --------
INVESTMENT COMPANIES (0.3%):
     693     The One Group Municipal Money Market
               Fund, Fiduciary Class.............        693
                                                    --------
      Total Investment Companies                         693
                                                    --------
Total (Cost--$243,140) (a)                          $255,769
                                                    ========
</TABLE>

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

Percentages indicated are based on net assets of $257,255.
(a) Represents cost for federal income tax purposes and differs from value by
    net unrealized appreciation of securities as follows (amounts in thousands):

<TABLE>
                  <S>                                                                         <C>
                  Unrealized appreciation..................................................   $12,666
                  Unrealized depreciation..................................................       (37)
                                                                                              -------
                  Net unrealized appreciation..............................................   $12,629
                                                                                              =======
</TABLE>

AMBAC     Insured by AMBAC Indemnity Corp.
BIG       Insured by Bond Insurance Guarantee
ETM       Escrowed to Maturity
FGIC      Insured by Federal Guarantee Insurance Corp.
FSA       Insured by Federal Security Assurance
GNMA      Insured by Government National Mortgage Association
GO        General Obligation
MBIA      Insured by Municipal Bond Insurance Association

See notes to financial statements.

                                                                            69

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                               JUNE 30, 1997

<TABLE>
<CAPTION>
                                                                 (Amounts in Thousands, except per share amounts)
                                                        INTERMEDIATE     MUNICIPAL         KENTUCKY              OHIO
                                                       TAX-FREE BOND       INCOME       MUNICIPAL BOND      MUNICIPAL BOND
                                                            FUND            FUND             FUND                FUND
                                                       --------------    ----------     --------------      --------------
<S>                                                    <C>               <C>           <C>                 <C>
ASSETS:
Investments, at value (cost $449,354; $476,532;
  $117,316; $153,990; respectively).................      $465,462        $486,211         $123,428            $163,485
Interest receivable.................................         6,636           7,610            1,969               1,699
Receivable for capital shares issued................            30             759                9                  98
Prepaid expenses and other assets...................             1               2               --                  --
                                                          --------        --------         --------            --------
TOTAL ASSETS........................................       472,129         494,582          125,406             165,282
                                                          --------        --------         --------            --------
LIABILITIES:
Dividends payable...................................         1,861           2,059              526                 688
Payable to brokers for investments purchased........         7,115           5,442               --                 820
Payable for capital shares redeemed.................            20             109               --                  48
Accrued expenses and other payables:
    Investment advisory fees........................           146             138               37                  41
    Administration fees.............................            64              67               17                  23
    12b-1 fees......................................             4              34                3                  14
    Other...........................................            66              69               40                  46
                                                          --------        --------         --------            --------
TOTAL LIABILITIES...................................         9,276           7,918              623               1,680
                                                          --------        --------         --------            --------
NET ASSETS:
Capital.............................................       444,793         485,576          120,470             158,243
Undistributed net investment income.................           233              18               --                   5
Accumulated undistributed net realized gains
  (losses) from investment transactions.............         1,719          (8,609)          (1,799)             (4,141)
Net unrealized appreciation from investments........        16,108           9,679            6,112               9,495
                                                          --------        --------         --------            --------
NET ASSETS..........................................      $462,853        $486,664         $124,783            $163,602
                                                          ========        ========         ========            ========
NET ASSETS:
    Fiduciary.......................................      $451,089        $408,577         $116,830            $133,172
    Class A.........................................         8,457          41,829            5,554              16,114
    Class B.........................................         3,307          36,258            2,399              14,316
                                                          --------        --------         --------            --------
    Total...........................................      $462,853        $486,664         $124,783            $163,602
                                                          ========        ========         ========            ========
OUTSTANDING UNITS OF BENEFICIAL INTEREST (SHARES):
    Fiduciary.......................................        41,315          41,518           11,450              12,245
    Class A.........................................           775           4,237              544               1,478
    Class B.........................................           303           3,686              236               1,304
                                                          --------        --------         --------            --------
    Total...........................................        42,393          49,441           12,230              15,027
                                                          ========        ========         ========            ========
Net Asset Value:
    Fiduciary
        Offering and redemption price per share.....      $  10.92        $   9.84         $  10.20            $  10.88
                                                          ========        ========         ========            ========
    Class A
        Redemption price per share..................      $  10.91        $   9.87         $  10.21            $  10.91
                                                          ========        ========         ========            ========
        Maximum sales charge........................          4.50%           4.50%            4.50%               4.50%
                                                          ========        ========         ========            ========
        Maximum offering price per share
          (100%/(100%-maximum sales charge) of net
          asset value adjusted to nearest cent).....      $  11.42        $  10.34         $  10.69            $  11.42
                                                          ========        ========         ========            ========
    Class B
        Offering price per share (a)................      $  10.93        $   9.84         $  10.15            $  10.98
                                                          ========        ========         ========            ========
</TABLE>

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

(a) Redemption price per Class B share varies based on length of time shares are
    held.

See notes to financial statements.

70

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                               JUNE 30, 1997

<TABLE>
<CAPTION>
                                                                     (Amounts in Thousands, except per share amounts)
                                                                    LOUISIANA         WEST VIRGINIA          ARIZONA
                                                                  MUNICIPAL BOND      MUNICIPAL BOND      MUNICIPAL BOND
                                                                       FUND                FUND                FUND
                                                                  --------------      --------------      --------------
<S>                                                              <C>                 <C>                 <C>
ASSETS:
Investments, at value (cost $157,802; $94,924; $243,140;
  respectively)...............................................       $164,152            $ 99,437            $255,769
Interest receivable...........................................          2,996               1,350               5,879
Receivable for capital shares issued..........................             --                   4                  --
Prepaid expenses and other assets.............................             --                   3                   3
                                                                     --------            --------            --------
TOTAL ASSETS..................................................        167,148             100,794             261,651
                                                                     --------            --------            --------
LIABILITIES:
Dividends payable.............................................            663                 402               1,073
Payable to brokers for investments purchased..................            689               2,622               3,051
Payable for capital shares redeemed...........................             --                  --                  60
Accrued expenses and other payables:
    Investment advisory fees..................................             51                  23                  72
    Administration fees.......................................             23                  11                  26
    12b-1 fees................................................             13                  --                  --
    Other.....................................................             38                  44                 114
                                                                     --------            --------            --------
TOTAL LIABILITIES.............................................          1,477               3,102               4,396
                                                                     --------            --------            --------
NET ASSETS:
Capital.......................................................        159,996              93,207             243,644
Undistributed net investment income...........................             --                  --                  --
Accumulated undistributed net realized gains (losses) from
  investment transactions.....................................           (675)                (28)                982
Net unrealized appreciation from investments..................          6,350               4,513              12,629
                                                                     --------            --------            --------
NET ASSETS....................................................       $165,671            $ 97,692            $257,255
                                                                     ========            ========            ========
NET ASSETS:
    Fiduciary.................................................       $113,338            $ 96,270            $255,755
    Class A...................................................         48,498                 808               1,500
    Class B...................................................          3,835                 614                  --(b)
                                                                     --------            --------            --------
Total.........................................................       $165,671            $ 97,692            $257,255
                                                                     ========            ========            ========
OUTSTANDING UNITS OF BENEFICIAL INTEREST (SHARES):
    Fiduciary.................................................         11,221               9,567              25,425
    Class A...................................................          4,802                  80                 150
    Class B...................................................            380                  61                  --(b)
                                                                     --------            --------            --------
Total.........................................................         16,403               9,708              25,575
                                                                     ========            ========            ========
Net Asset Value:
    Fiduciary
        Offering and redemption price per share...............       $  10.10            $  10.06            $  10.06
                                                                     ========            ========            ========
    Class A
        Redemption price per share............................       $  10.10            $  10.15            $   9.99
                                                                     ========            ========            ========
        Maximum sales charge..................................           4.50%               4.50%               4.50%
                                                                     ========            ========            ========
        Maximum offering price per share (100%/(100%-maximum
          sales charge) of net asset value adjusted to nearest
          cent)...............................................       $  10.58            $  10.63            $  10.46
                                                                     ========            ========            ========
    Class B
        Offering price per share (a)..........................       $  10.10            $  10.12            $  10.09
                                                                     ========            ========            ========
</TABLE>

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

(a) Redemption price per Class B share varies based on length of time shares are
    held.
(b) Amount is less than $1,000.

See notes to financial statements.

                                                                              71

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS                        FOR THE YEAR ENDED JUNE 30, 1997

<TABLE>
<CAPTION>
                                                                 (Amounts in Thousands)
                                           INTERMEDIATE     MUNICIPAL         KENTUCKY              OHIO
                                          TAX-FREE BOND       INCOME       MUNICIPAL BOND      MUNICIPAL BOND
                                               FUND            FUND             FUND                FUND
                                          --------------    ----------    ----------------    ----------------
<S>                                       <C>               <C>           <C>                 <C>
INVESTMENT INCOME:
Interest income........................      $ 18,815        $ 22,398         $  4,351            $  7,389
Dividend income........................            73              95               54                 120
                                             --------        --------         --------            --------
TOTAL INCOME...........................        18,888          22,493            4,405               7,509
                                             --------        --------         --------            --------
EXPENSES:
Investment advisory fees...............         2,012           1,703              348                 781
Administration fees....................           554             626              128                 215
12b-1 fees (Class A)...................            24             111               26                  57
12b-1 fees (Class B)...................            26             294               20                 119
Custodian and accounting fees..........            46              65                7                  21
Legal and audit fees...................            15              12                2                   6
Organization costs.....................            --               1               --                  --
Trustees' fees and expenses............             3               4                1                   1
Transfer agent fees....................            24              45               30                  36
Registration and filing fees...........            36              60                9                  21
Printing costs.........................            31              34                7                  12
Other..................................             2               2               --                   1
                                             --------        --------         --------            --------
Total expenses before waivers..........         2,773           2,957              578               1,270
Less waivers...........................          (786)           (466)             (87)               (422)
                                             --------        --------         --------            --------
NET EXPENSES...........................         1,987           2,491              491                 848
                                             --------        --------         --------            --------
Net Investment Income..................        16,901          20,002            3,914               6,661
                                             --------        --------         --------            --------
REALIZED/UNREALIZED GAINS (LOSSES) FROM
  INVESTMENTS:
Net realized gains (losses) from
  investment transactions..............         1,738            (530)              16                (175)
Net change in unrealized appreciation
  (depreciation) from investments......         5,870           7,608            1,197               2,389
                                             --------        --------         --------            --------
Net realized/unrealized gains from
  investments..........................         7,608           7,078            1,213               2,214
                                             --------        --------         --------            --------
Change in net assets resulting from
  operations...........................      $ 24,509        $ 27,080         $  5,127            $  8,875
                                             ========        ========         ========            ========
</TABLE>

See notes to financial statements.

72

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS                        FOR THE YEAR ENDED JUNE 30, 1997

<TABLE>
<CAPTION>
                                                                   (Amounts in Thousands)
                                                     LOUISIANA         WEST VIRGINIA          ARIZONA
                                                   MUNICIPAL BOND      MUNICIPAL BOND      MUNICIPAL BOND
                                                        FUND              FUND (a)            FUND (a)
<S>                                               <C>                 <C>                 <C>
                                                  ----------------    ----------------    ----------------
INVESTMENT INCOME:
Interest income................................       $  9,906             $2,316              $6,541
Dividend income................................             36                 45                  29
                                                      --------             ------              ------
TOTAL INCOME...................................          9,942              2,361               6,570
                                                      --------             ------              ------
EXPENSES:
Investment advisory fees.......................          1,077                188                 517
Administration fees............................            297                 69                 190
12b-1 fees (Class A)...........................            176                  1                   1
12b-1 fees (Class B)...........................             36                  1                  --
Custodian and accounting fees..................             30                  9                  23
Legal and audit fees...........................             12                  6                  10
Trustees' fees and expenses....................              3                  2                   2
Transfer agent fees............................             62                  9                   6
Registration and filing fees...................             12                 30                  81
Printing costs.................................             17                  9                  24
Other..........................................              1                  1                   2
                                                      --------             ------              ------
Less waivers...................................           (448)               (77)               (176)
                                                      --------             ------              ------
NET EXPENSES...................................          1,275                248                 680
                                                      --------             ------              ------
Net Investment Income..........................          8,667              2,113               5,890
                                                      --------             ------              ------
REALIZED/UNREALIZED GAINS (LOSSES) FROM
  INVESTMENTS:
Net realized gains (losses) from investment
  transactions.................................            (79)               (28)                982
Net change in unrealized appreciation
  (depreciation) from investments..............          3,224                627                 511
                                                      --------             ------              ------
Net realized/unrealized gains from
  investments..................................          3,145                599               1,493
                                                      --------             ------              ------
Change in net assets resulting from
  operations...................................       $ 11,812             $2,712              $7,383
                                                      ========             ======              ======
</TABLE>

- ------------
(a) For the period from January 20, 1997 to June 30, 1997.

See notes to financial statements.

                                                                             73

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
                                                                           (Amounts in Thousands)
                                                        INTERMEDIATE             MUNICIPAL                KENTUCKY
                                                       TAX-FREE BOND               INCOME              MUNICIPAL 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,
                                                      1997        1996        1997        1996        1997        1996
                                                    --------    --------    --------    --------    --------    --------
<S>                                                 <C>         <C>         <C>         <C>         <C>         <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
    Net investment income........................   $ 16,901     $11,312     $20,002     $13,782     $ 3,914    $ 1,845
    Net realized gains (losses) from investment
      transactions...............................      1,738       1,432        (530)     (2,505)         16        (36)
    Net change in unrealized appreciation
      (depreciation) from investments............      5,870        (248)      7,608       1,176       1,197        571
                                                    --------    --------    --------    --------    --------    -------
Change in net assets resulting from operations...     24,509      12,496      27,080      12,453       5,127      2,380
                                                    --------    --------    --------    --------    --------    -------
DISTRIBUTIONS TO FIDUCIARY SHAREHOLDERS:
    From net investment income...................    (16,473)    (10,698)    (17,054)    (12,119)     (3,488)    (1,450)
    From net realized gains from investment
      transactions...............................       (414)       (468)         --          --          --         --
DISTRIBUTIONS TO CLASS A SHAREHOLDERS:
    From net investment income...................       (322)       (328)     (1,627)       (996)       (346)      (374)
    From net realized gains from investment
      transactions...............................        (11)        (17)         --          --          --         --
DISTRIBUTIONS TO CLASS B SHAREHOLDERS:
    From net investment income...................       (106)        (64)     (1,321)       (666)        (80)       (21)
    From net realized gains from investment
      transactions...............................         (4)         (3)         --          --          --         --
                                                    --------    --------    --------    --------    --------    -------
Change in net assets from shareholder
  distributions..................................    (17,330)    (11,578)    (20,002)    (13,781)     (3,914)    (1,845)
                                                    --------    --------    --------    --------    --------    -------
CAPITAL TRANSACTIONS:
    Proceeds from shares issued..................    103,061      79,285     194,651     135,163      19,089      7,868
    Proceeds from shares issued in conversion....    182,568          --      55,269          --      78,683         --
    Dividends reinvested.........................        603       1,603       2,256       1,920         244        224
    Cost of shares redeemed......................    (56,820)    (73,503)    (62,696)    (51,353)    (14,381)   (10,109)
                                                    --------    --------    --------    --------    --------    -------
Change in net assets from share transactions.....    229,412       7,385     189,480      85,730      83,635     (2,017)
                                                    --------    --------    --------    --------    --------    -------
Change in net assets.............................    236,591       8,303     196,558      84,402      84,848     (1,482)
NET ASSETS:
    Beginning of period..........................    226,262     217,959     290,106     205,704      39,935     41,417
                                                    --------    --------    --------    --------    --------    -------
    End of period................................   $462,853    $226,262    $486,664    $290,106    $124,783    $39,935
                                                    ========    ========    ========    ========    ========    =======
SHARE TRANSACTIONS:
    Issued.......................................      9,528       7,384      19,945      13,875       1,892        779
    Issued in conversion.........................     16,858          --       5,680          --       7,752         --
    Reinvested...................................         56         148         231         197          24         23
    Redeemed.....................................     (5,252)     (6,824)     (6,436)     (5,278)     (1,415)      (997)
                                                    --------    --------    --------    --------    --------    -------
Change in shares.................................     21,190         708      19,420       8,794       8,253       (195)
                                                    ========    ========    ========    ========    ========    =======
Undistributed net investment income included in
  net assets:
    End of period................................   $    233    $    233    $     18    $     20    $     --    $    --
                                                    ========    ========    ========    ========    ========    =======
</TABLE>

See notes to financial statements.

74

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
                                                                         (Amounts in Thousands)
                                                            OHIO                           LOUISIANA
                                                       MUNICIPAL BOND                    MUNICIPAL BOND
                                                            FUND                            FUND(A)
                                                    --------------------    ----------------------------------------
                                                      YEAR        YEAR        YEAR      SEVEN MONTHS        YEAR
                                                     ENDED       ENDED       ENDED         ENDED           ENDED
                                                    JUNE 30,    JUNE 30,    JUNE 30,      JUNE 30,      NOVEMBER 30,
                                                      1997        1996        1997          1996            1995
                                                    --------    --------    --------    ------------    ------------
<S>                                                 <C>         <C>         <C>         <C>             <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
    Net investment income........................   $ 6,661     $ 5,010     $ 8,667       $  5,578        $ 10,058
    Net realized losses from investment
      transactions...............................      (175)       (253)        (79)          (146)            (11)
    Net change in unrealized appreciation
      (depreciation) from investments............     2,389         483       3,224         (3,198)         14,487
                                                   --------    --------    --------       --------        --------
Change in net assets resulting from operations...     8,875       5,240      11,812          2,234          24,534
                                                   --------    --------    --------       --------        --------
DISTRIBUTIONS TO FIDUCIARY SHAREHOLDERS (B):
    From net investment income...................    (5,336)     (4,102)     (6,174)        (1,732)             --
DISTRIBUTIONS TO CLASS A SHAREHOLDERS:
    From net investment income...................      (810)       (670)     (2,349)        (3,782)        (10,014)
DISTRIBUTIONS TO CLASS B SHAREHOLDERS:
    From net investment income...................      (515)       (238)       (144)           (64)            (44)
                                                   --------    --------    --------       --------        --------
Change in net assets from shareholder
  distributions..................................    (6,661)     (5,010)     (8,667)        (5,578)        (10,058)
                                                   --------    --------    --------       --------        --------
CAPITAL TRANSACTIONS:
    Proceeds from shares issued..................    39,896      28,462      10,148         13,459          27,568
    Proceeds from shares issued in conversion....    39,137          --          --             --              --
    Dividends reinvested.........................     1,160         890       1,612            929           1,980
    Cost of shares redeemed......................   (24,777)    (18,818)    (41,977)       (26,535)        (32,814)
                                                   --------    --------    --------       --------        --------
Change in net assets from share transactions.....    55,416      10,534     (30,217)       (12,147)         (3,266)
                                                   --------    --------    --------       --------        --------
Change in net assets.............................    57,630      10,764     (27,072)       (15,491)         11,210
NET ASSETS:
    Beginning of period..........................   105,972      95,208     192,743        208,234         197,024
                                                   --------    --------    --------       --------        --------
    End of period................................  $163,602    $105,972    $165,671       $192,743        $208,234
                                                   ========    ========    ========       ========        ========
SHARE TRANSACTIONS:
    Issued.......................................     3,691       2,628       1,013            870           2,610
    Issued in conversion.........................     3,617          --          --             --              --
    Issued in restatement of net asset value
      (c)........................................        --          --          --          1,261              --
    Reinvested...................................       107          82         161             89             189
    Redeemed.....................................    (2,289)     (1,744)     (4,190)        (2,146)         (3,138)
                                                   --------    --------    --------       --------        --------
Change in shares.................................     5,126         966      (3,016)            74            (339)
                                                   ========    ========    ========       ========        ========
Undistributed net investment income included in
  net assets:
    End of period................................  $      5    $      8    $     --       $     --        $     --
                                                   ========    ========    ========       ========        ========
</TABLE>

- ------------
(a) Upon reorganizing as a fund of The One Group, the Paragon Louisiana Tax-Free
    Fund became the Louisiana Municipal Bond Fund. Changes in net assets for the
    periods prior to March 26, 1996 represent the Paragon Louisiana Tax-Free
    Fund.
(b) Fiduciary Shares of the Louisiana Municipal Bond Fund commenced offering on
    March 26, 1996 upon conversion of certain Class A Shares to Fiduciary
    Shares.
(c) Pursuant to its reorganization as a fund of The One Group, the Louisiana
    Municipal Bond Fund issued additional shares at the close of business March
    25, 1996 as a result of restatement of the net asset values of Class A
    Shares from $10.67 to $10.00 and Class B Shares from $10.70 to $10.00.

See notes to financial statements.

                                                                             75

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
                                                                             (Amounts in Thousands)
                                                                       WEST VIRGINIA          ARIZONA
                                                                       MUNICIPAL BOND      MUNICIPAL BOND
                                                                            FUND                FUND
                                                                      ----------------    ----------------
                                                                      JANUARY 20, 1997    JANUARY 20, 1997
                                                                          THROUGH             THROUGH
                                                                          JUNE 30,            JUNE 30,
                                                                          1997(A)             1997(A)
                                                                      ----------------    ----------------
<S>                                                                   <C>                 <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
     Net investment income.........................................       $  2,113            $  5,890
     Net realized gains (losses) from investment transactions......            (28)                982
     Net change in unrealized appreciation (depreciation) from
      investments..................................................            627                 511
                                                                          --------            --------
Change in net assets resulting from operations.....................          2,712               7,383
                                                                          --------            --------
DISTRIBUTIONS TO FIDUCIARY SHAREHOLDERS:
     From net investment income....................................         (2,097)             (5,879)
DISTRIBUTIONS TO CLASS A SHAREHOLDERS:
     From net investment income....................................            (11)                (11)
DISTRIBUTIONS TO CLASS B SHAREHOLDERS:
     From net investment income....................................             (5)                 --(b)
                                                                          --------            --------
Change in net assets from shareholder distributions................         (2,113)             (5,890)
                                                                          --------            --------
CAPITAL TRANSACTIONS:
     Proceeds from shares issued...................................         10,842              11,134
     Proceeds from shares issued in conversion.....................         91,179             263,882
     Dividends reinvested..........................................              9                   5
     Cost of shares redeemed.......................................         (4,937)            (19,259)
                                                                          --------            --------
Change in net assets from share transactions.......................         97,093             255,762
                                                                          --------            --------
Change in net assets...............................................         97,692             257,255
NET ASSETS:
     Beginning of period...........................................             --                  --
                                                                          --------            --------
     End of period.................................................       $ 97,692            $257,255
                                                                          ========            ========
SHARE TRANSACTIONS:
     Issued........................................................          1,081               1,116
     Issued in conversion..........................................          9,118              26,388
     Reinvested....................................................              1                   1
     Redeemed......................................................           (492)             (1,930)
                                                                          --------            --------
Change in shares...................................................          9,708              25,575
                                                                          ========            ========
Undistributed net investment income included in net assets:
     End of period.................................................       $     --            $     --
                                                                          ========            ========
</TABLE>

- ------------
(a) Period from commencement of operations.

(b) Amount less than $1,000.

See notes to financial statements.

76

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS                                      JUNE 30, 1997

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 accompanying financial
   statements and financial highlights are those of the Intermediate Tax-Free
   Bond Fund, the Municipal Income Fund, the Kentucky Municipal Bond Fund, the
   Ohio Municipal Bond Fund, the Louisiana Municipal Bond Fund, the Arizona
   Municipal Bond Fund, and the West Virginia Municipal 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 non-diversified mutual fund, except for the Intermediate
   Tax-Free Bond and the Municipal Income Fund, which are diversified.

   The Trust entered into an Agreement and Plan of Reorganization (the
   "Agreement") with the Paragon Portfolio ("Paragon"), a Massachusetts business
   trust. Pursuant to the Agreement all of the assets and liabilities of each
   Paragon Fund transferred to a fund of The One Group in exchange for shares of
   the corresponding fund of The One Group. Subsequent to the reorganization,
   the fiscal period end changed from November 30 to June 30 for the Louisiana
   Municipal Bond Fund. Therefore, the prior period statement of changes in net
   assets for that Fund presents the changes in net assets for the seven months
   ended June 30, 1996.

   The Funds' investment objectives are as follows:

<TABLE>
<CAPTION>
   FUND                                   OBJECTIVE
   ----------------------------------     ------------------------------------------------------------
   <S>                                    <C>
   Intermediate Tax-Free Bond Fund        Current income exempt from Federal income taxes consistent
                                           with prudent investment management and the preservation of
                                           capital.

   Municipal Income Fund                  Current income exempt from Federal income taxes.

   Kentucky Municipal Bond Fund           Current income both consistent with the preservation of
                                           principal and exempt from Federal income tax and Kentucky
                                           personal income tax.

   Ohio Municipal Bond Fund               Current income both consistent with the preservation of
                                           principal and exempt from Federal income tax and Ohio
                                           personal income tax.

   Louisiana Municipal Bond Fund          Current income both consistent with the preservation of
                                           principal and exempt from Federal income tax and Louisiana
                                           income tax.

   Arizona Municipal Bond Fund            Current income both consistent with the preservation of
                                           principal and exempt from Federal income tax and Arizona
                                           personal income tax.

   West Virginia Municipal Bond Fund      Current income both consistent with the preservation of
                                           principal and exempt from Federal income tax and West
                                           Virginia personal income tax.
</TABLE>

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. 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

                                                                             77

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

   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 Banc One Investment Advisors Corporation (the
   "Advisor") under the direction of the Board of Trustees.

   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 agreement 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.
   Repurchase agreements are considered to be loans by a fund under the 1940
   Act.

   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 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

Continued

78

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

   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 or the difference between the current sales price
   and the lower forward price for the future purchase.

   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 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
   Advisor to be of good standing and creditworthy under guidelines established
   by the Board of Trustees and when, in the judgement of the Advisor, 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 June 30, 1997 the Funds had no securities on
   loan.

   SECURITY TRANSACTIONS AND RELATED INCOME

   Security transactions are accounted for on a trade date basis. Net realized
   gains or losses from 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 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 primarily due
   to differing treatments for mortgage-backed securities, expiring capital loss
   carryforwards, and deferrals of certain losses. Permanent book and tax basis
   differences have been reclassified among the components of net assets.

   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

                                                                             79

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

   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.

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. The Trust is registered to offer forty
   series and five classes of shares: Fiduciary, Class A, Class B, Class C and
   Service. Currently, the Trust consists of thirty three active Funds and not
   all Funds can issue all classes of shares. As of June 30, 1997, there were no
   shareholders in Class C or Service Class of the Funds. 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 June 30, 1997 and June 30, 1996:

Continued

80

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

<TABLE>
<CAPTION>
                                                                      (Amounts in Thousands)
                                       INTERMEDIATE TAX-FREE              MUNICIPAL INCOME               KENTUCKY MUNICIPAL
                                             BOND FUND                          FUND                         BOND FUND
                                    ----------------------------    ----------------------------    ----------------------------
                                     YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED      YEAR ENDED
                                      JUNE 30,        JUNE 30,        JUNE 30,        JUNE 30,        JUNE 30,        JUNE 30,
                                        1997            1996            1997            1996            1997            1996
                                    ------------    ------------    ------------    ------------    ------------    ------------
<S>                                 <C>             <C>             <C>             <C>             <C>             <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
  Proceeds from shares issued....     $ 98,433        $ 73,620        $155,470        $100,593        $ 17,564        $  6,010
  Proceeds from shares issued in
    conversion...................      182,568              --          55,269              --          78,683              --
  Dividends reinvested...........          267           1,311             198             835              11              30
  Cost of shares redeemed........      (54,356)        (69,859)        (49,425)        (45,206)        (10,777)         (8,690)
                                      --------        --------        --------        --------        --------        --------
  Change in net assets from
    Fiduciary Share
    transactions.................     $226,912        $  5,072        $161,512        $ 56,222        $ 85,481        $ (2,650)
                                      ========        ========        ========        ========        ========        ========
CLASS A SHARES:
  Proceeds from shares issued....     $  2,964        $  4,157        $ 24,091        $ 18,884        $    425        $    475
  Dividends reinvested...........          245             246           1,160             699             191             186
  Cost of shares redeemed........       (1,518)         (3,426)         (9,801)         (5,106)         (3,370)         (1,412)
                                      --------        --------        --------        --------        --------        --------
  Change in net assets from Class
    A Share transactions.........     $  1,691        $    977        $ 15,450        $ 14,477        $ (2,754)       $   (751)
                                      ========        ========        ========        ========        ========        ========
CLASS B SHARES:
  Proceeds from shares issued....     $  1,664        $  1,508        $ 15,090        $ 15,686        $  1,100        $  1,383
  Dividends reinvested...........           91              46             898             386              42               8
  Cost of shares redeemed........         (946)           (218)         (3,470)         (1,041)           (234)             (7)
                                      --------        --------        --------        --------        --------        --------
  Change in net assets from Class
    B Share transactions.........     $    809        $  1,336        $ 12,518        $ 15,031        $    908        $  1,384
                                      ========        ========        ========        ========        ========        ========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
  Issued.........................        9,103           6,859          15,939          10,330           1,740             593
  Issued in conversion...........       16,858              --           5,680              --           7,752              --
  Reinvested.....................           25             121              20              86               1               4
  Redeemed.......................       (5,024)         (6,488)         (5,078)         (4,649)         (1,061)           (856)
                                      --------        --------        --------        --------        --------        --------
  Change in Fiduciary Shares.....       20,962             492          16,561           5,767           8,432            (259)
                                      ========        ========        ========        ========        ========        ========
CLASS A SHARES:
  Issued.........................          272             387           2,459           1,933              42              48
  Reinvested.....................           23              22             119              72              19              18
  Redeemed.......................         (141)           (316)         (1,002)           (522)           (331)           (140)
                                      --------        --------        --------        --------        --------        --------
  Change in Class A Shares.......          154              93           1,576           1,483            (270)            (74)
                                      ========        ========        ========        ========        ========        ========
CLASS B SHARES:
  Issued.........................          153             138           1,547           1,612             110             138
  Reinvested.....................            8               5              92              40               4               1
  Redeemed.......................          (87)            (20)           (356)           (108)            (23)             (1)
                                      --------        --------        --------        --------        --------        --------
  Change in Class B Shares.......           74             123           1,283           1,544              91             138
                                      ========        ========        ========        ========        ========        ========
</TABLE>

Continued

                                                                            81

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

<TABLE>
<CAPTION>
                                                                                 (Amounts in Thousands)
                                                              OHIO MUNICIPAL                  LOUISIANA MUNICIPAL
                                                                BOND FUND                        BOND FUND (a)
                                                           --------------------    ------------------------------------------
                                                             YEAR        YEAR        YEAR       SEVEN MONTHS         YEAR
                                                            ENDED       ENDED       ENDED          ENDED            ENDED
                                                           JUNE 30,    JUNE 30,    JUNE 30,       JUNE 30,       NOVEMBER 30,
                                                             1997        1996        1997           1996             1995
                                                           --------    --------    --------    --------------    ------------
<S>                                                        <C>         <C>         <C>         <C>               <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
  Proceeds from shares issued...........................   $ 28,385    $ 16,537    $  5,386      $    6,255
  Proceeds issued in conversion.........................     39,137          --          --              --
  Proceeds from shares issued in conversion from Class A
    Shares..............................................         --          --          --         137,607(b)
  Dividends reinvested..................................         93         245          --              --
  Cost of shares redeemed...............................    (16,829)    (16,421)    (30,290)         (6,804)
                                                           --------    --------    --------      ----------
  Change in net assets from Fiduciary Share
    transactions........................................   $ 50,786    $    361    $(24,904)     $  137,058
                                                           ========    ========    ========      ==========
CLASS A SHARES:
  Proceeds from shares issued...........................   $  5,044    $  5,812    $  4,042      $    5,814        $ 25,634
  Dividends reinvested..................................        675         479       1,510             889           1,948
  Cost of shares redeemed...............................     (6,371)     (1,813)    (11,414)        (19,453)        (32,701)
  Cost of shares redeemed in conversion to Fiduciary
    Shares..............................................         --          --          --        (137,607)(b)          --
                                                           --------    --------    --------      ----------        --------
  Change in net assets from Class A Share
    transactions........................................   $   (652)   $  4,478    $ (5,862)     $ (150,357)       $ (5,119)
                                                           ========    ========    ========      ==========        ========
CLASS B SHARES:
  Proceeds from shares issued...........................   $  6,467    $  6,113    $    720      $    1,390        $  1,934
  Dividends reinvested..................................        392         166         102              40              31
  Cost of shares redeemed...............................     (1,577)       (584)       (273)           (278)           (112)
                                                           --------    --------    --------      ----------        --------
  Change in net assets from Class B Share
    transactions........................................   $  5,282    $  5,695    $    549      $    1,152        $  1,853
                                                           ========    ========    ========      ==========        ========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
  Issued................................................      2,635       1,528         538             195
  Issued in conversion..................................      3,617          --          --              --
  Issued in conversion from Class A Shares..............         --          --          --          13,761(b)
  Reinvested............................................          9          23          --              --
  Redeemed..............................................     (1,556)     (1,523)     (3,023)           (250)
                                                           --------    --------    --------      ----------
  Change in Fiduciary Shares............................      4,705          28      (2,485)         13,706
                                                           ========    ========    ========      ==========
CLASS A SHARES:
  Issued................................................        464         539         403             545           2,426
  Issued in restatement of net asset value (c)..........         --          --          --           1,239              --
  Reinvested............................................         62          44         151              85             186
  Redeemed..............................................       (588)       (167)     (1,140)         (1,869)         (3,127)
  Redeemed in conversion to Fiduciary Shares............         --          --          --         (13,761)(b)          --
                                                           --------    --------    --------      ----------        --------
  Change in Class A Shares..............................        (62)        416        (586)        (13,761)           (515)
                                                           ========    ========    ========      ==========        ========
CLASS B SHARES:
  Issued................................................        592         561          72             130             183
  Issued in restatement of net asset value (c)..........         --          --          --              22              --
  Reinvested............................................         36          15          10               4               3
  Redeemed..............................................       (145)        (54)        (27)            (27)            (10)
                                                           --------    --------    --------      ----------        --------
  Change in Class B Shares..............................        483         522          55             129             176
                                                           ========    ========    ========      ==========        ========
</TABLE>

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

(a) Upon reorganizing as a fund of The One Group, the Paragon Louisiana Tax-Free
    Fund became the Louisiana Municipal Bond Fund. Capital and share
    transactions for the periods prior to March 26, 1996 represent the Paragon
    Louisiana Tax-Free Fund.
(b) Fiduciary Shares of the Louisiana Municipal Bond Fund commenced offering on
    March 26, 1996 upon conversion of certain Class A Shares to Fiduciary
    Shares.
(c) Pursuant to reorganization as a fund of The One Group, the Louisiana
    Municipal Bond Fund issued additional shares at the close of business March
    26, 1996 as a result of restatement of the net asset values of Class A
    Shares from $10.67 to $10.00 and Class B Shares from $10.70 to $10.00.

Continued

82

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

<TABLE>
<CAPTION>
                                                                            (Amounts in Thousands)
                                                                      WEST VIRGINIA          ARIZONA
                                                                      MUNICIPAL BOND      MUNICIPAL BOND
                                                                           FUND                FUND
                                                                     ----------------    ----------------
                                                                     JANUARY 20, 1997    JANUARY 20, 1997
                                                                         THROUGH             THROUGH
                                                                         JUNE 30,            JUNE 30,
                                                                         1997 (a)            1997 (a)
                                                                     ----------------    ----------------
<S>                                                                  <C>                 <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
  Proceeds from shares issued.....................................       $  9,442            $  9,187
  Proceeds from shares issued in conversion.......................         91,179             263,882
  Dividends reinvested............................................             --(b)               --
  Cost of shares redeemed.........................................         (4,937)            (18,791)
                                                                         --------            --------
  Change in net assets from Fiduciary Share transactions..........       $ 95,684            $254,278
                                                                         ========            ========
CLASS A SHARES:
  Proceeds from shares issued.....................................       $    795            $  1,947
  Dividends reinvested............................................              7                   5
  Cost of shares redeemed.........................................             --                (468)
                                                                         --------            --------
     Change in net assets from Class A Share transactions.........       $    802            $  1,484
                                                                         ========            ========
CLASS B SHARES:
  Proceeds from shares issued.....................................       $    605            $     --(b)
  Dividends reinvested............................................              2                  --
  Cost of shares redeemed.........................................             --                  --
                                                                         --------            --------
  Change in net assets from Class B Share transactions............       $    607            $     --(b)
                                                                         ========            ========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
  Issued..........................................................            941                 920
  Issued in conversion............................................          9,118              26,388
  Reinvested......................................................              1                  --
  Redeemed........................................................           (492)             (1,883)
                                                                         --------            --------
  Change in Fiduciary Shares......................................          9,568              25,425
                                                                         ========            ========
CLASS A SHARES:
  Issued..........................................................             79                 196
  Reinvested......................................................             --                   1
  Redeemed........................................................             --                 (47)
                                                                         --------            --------
  Change in Class A Shares........................................             79                 150
                                                                         ========            ========
CLASS B SHARES:
  Issued..........................................................             61                  --(b)
  Reinvested......................................................             --                  --
  Redeemed........................................................             --                  --
                                                                         --------            --------
  Change in Class B Shares........................................             61                  --(b)
                                                                         ========            ========
</TABLE>

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

(a) Period from commencement of operations.
(b) Amount is less than 1,000.

Continued

                                                                              83

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

4. INVESTMENT ADVISORY, ADMINISTRATIVE, AND DISTRIBUTION AGREEMENTS:

   The Trust and 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
   net assets: 0.60% of the Intermediate Tax-Free Bond Fund, the Ohio Municipal
   Bond Fund and the Louisiana Municipal Bond Fund; and 0.45% of the Municipal
   Income Fund, the Kentucky Municipal Bond Fund, the Arizona Municipal Bond
   Fund and the West Virginia Municipal Bond Fund.

   The Trust and The One Group Services Company (the "Administrator"), a
   wholly-owned subsidiary of The BISYS Group, Inc., are parties to an
   administrative agreement under which the Administrator provides services for
   a fee that is computed daily and paid monthly, at an annual rate of 0.20% on
   the first $1.5 billion of Trust net assets (excluding the Investor Growth
   Fund, the Investor Growth & Income Fund, the Investor Conservative Fund , and
   the Investor Balanced Fund, the "Investor Funds" and 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 Investor Funds and the Institutional Money Market Funds); and 0.16% of
   Trust net assets (excluding the Investor Funds and the Institutional Money
   Market Funds) over $2 billion. The Advisor also serves as Sub-Administrator
   to each fund of the Trust, pursuant to an agreement between the Administrator
   and the Advisor. Pursuant to this agreement, the Advisor performs many of the
   Administrator's duties, for which the Advisor receives a fee paid by the
   Administrator.

   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 and Class B Shares are subject to 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% and 0.90% of average daily net assets of
   the Class A Shares and Class B Shares, respectively, 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 Plans 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 Advisor), 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. For the period ended June 30, 1997, the
   Distributor received $1,156,585 from commissions earned on sales of Class A
   Shares and redemptions of Class B Shares, of which the Distributor reallowed
   $1,140,301 to affiliated broker/dealers of the Funds.

   Certain officers of the Trust are affiliated with the Administrator. Such
   officers receive no compensation from the Funds for serving in their
   respective roles.

Continued

84

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

   The Advisor, the Administrator and the Distributor voluntarily agreed to
   waive a portion of their fees. For the period ended June 30, 1997, fees in
   the following amounts were waived (amounts in thousands):

<TABLE>
<CAPTION>
                                                                                           12B-1 FEES
                                                   INVESTMENT                                WAIVED
                                                  ADVISORY FEES    ADMINISTRATION     --------------------
                                                     WAIVED          FEES WAIVED      CLASS A     CLASS B
                                                  -------------    ---------------    --------    --------
   <S>                                            <C>              <C>                <C>         <C>
   Intermediate Tax-Free Bond Fund.............       $ 777              $--            $  6        $  3
   Municipal Income Fund.......................         388               17              32          29
   Kentucky Municipal Bond Fund................          78               --               7           2
   Ohio Municipal Bond Fund....................         392                2              16          12
   Louisiana Municipal Bond Fund...............         394               --              50           4
   West Virginia Municipal Bond Fund...........          67               10              --          --
   Arizona Municipal Bond Fund.................         126               50              --          --
</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 period
   ended June 30, 1997 were as follows (amounts in thousands):

<TABLE>
<CAPTION>
                                                                     PURCHASES     SALES
                                                                     ---------    --------
            <S>                                                      <C>          <C>
            Intermediate Tax-Free Bond Fund.......................   $508,298     $286,186
            Municipal Income Fund.................................    396,026      229,213
            Kentucky Municipal Bond Fund..........................     87,698       10,214
            Ohio Municipal Bond Fund..............................     64,127        9,362
            Louisiana Municipal Bond Fund.........................     30,718       58,974
            West Virginia Municipal Bond Fund.....................     11,420        5,670
            Arizona Municipal Bond Fund...........................     14,524       20,446
</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 fluctuation in
   securities.

7. CONCENTRATION OF CREDIT RISK:

   The Kentucky, Ohio, Louisiana, Arizona and West Virginia 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.

8. REORGANIZATION:

   The Trust entered an Agreement and Plan of Reorganization ("Reorganization")
   with Paragon pursuant to which all of the assets and liabilities of each
   Paragon Fund transferred to a fund of the One Group in exchange for shares of
   the corresponding fund of the One Group. The Paragon Louisiana Tax-Free Fund
   transferred its assets

Continued

                                                                             85

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

   and liabilities to the One Group Louisiana Municipal Bond Fund. The
   Reorganization, which qualified as tax-free exchange for Federal income tax
   purposes, was completed on March 25, 1996 following approval by shareholders
   of Paragon at a special shareholder meeting. The following is a summary of
   shares outstanding, net assets, net asset value per share and unrealized
   appreciation immediately before and after the Reorganization (amounts in
   thousands except net asset value):

<TABLE>
<CAPTION>
                                                                                                  AFTER
                                                                  BEFORE REORGANIZATION       REORGANIZATION
                                                                --------------------------    --------------
                                                                   PARAGON       LOUISIANA      LOUISIANA
                                                                  LOUISIANA      MUNICIPAL      MUNICIPAL
                                                                TAX-FREE FUND    BOND FUND         BOND
                                                                -------------    ---------    --------------
   <S>                                                          <C>              <C>          <C>
   Shares....................................................        18,757          --            20,018*
   Net Assets................................................     $ 200,185          --          $200,185
   Net Asset Value:
     Fiduciary...............................................                        --          $  10.00*
     Class A.................................................     $   10.67          --             10.00*
     Class B.................................................         10.70          --             10.00*
   Unrealized Appreciation...................................     $   4,349          --          $  4,349
</TABLE>
- ------------

   * Pursuant to its reorganization as a fund of the One Group, the Fund issued
     additional shares at the close of business March 25, 1996 as a result of
     the restatement of the net asset values of Class A Shares from $10.67 to
     $10.00 and Class B Shares from $10.70 to $10.00.

9. FEDERAL TAX INFORMATION (UNAUDITED):

   The accompanying table below details distributions from long-term capital
   gains for the following funds for the period ended June 30, 1997 (amounts in
   thousands):

<TABLE>
<CAPTION>
                                                                                          DISTRIBUTIONS
                                                                                          -------------
         <S>                                                                              <C>
         Intermediate Tax Free Bond Fund...............................................       $ 226
</TABLE>

   At June 30, 1997, the following Funds have capital loss carryforwards which
   are available to offset future capital gains, if any (amounts in thousands):
<TABLE>
<CAPTION>
                                                                                 CAPITAL LOSS
                                                                                 CARRYFORWARD    EXPIRES
                                                                                 ------------    -------
         <S>                                                                     <C>             <C>
         Municipal Income Fund................................................       6,340         2005
         Municipal Income Fund................................................       2,195         2002
         Kentucky Municipal Bond Fund.........................................         483         2004
         Kentucky Municipal Bond Fund.........................................       1,316         2003
         Ohio Municipal Bond Fund.............................................         217         2005
         Ohio Municipal Bond Fund.............................................       1,463         2004
         Ohio Municipal Bond Fund.............................................       2,319         2003
         Louisiana Municipal Bond Fund........................................          45         2005
         Louisiana Municipal Bond Fund........................................         268         2004
         Louisiana Municipal Bond Fund........................................          48         2003
         Louisiana Municipal Bond Fund........................................         281         2002
</TABLE>

Continued

86
<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

   Under current tax law, capital losses realized after October 31 may be
   deferred and treated as occuring 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, 1998 (amounts in thousands):

<TABLE>
<CAPTION>
                                                                                          POST-OCTOBER
                                                                                         CAPITAL LOSSES
                                                                                         --------------
         <S>                                                                             <C>
         Ohio Municipal Bond Fund.....................................................        $104
         Louisiana Municipal Bond Fund................................................          33
         West Virginia Municipal Bond Fund............................................          28
</TABLE>

   The Funds designate the following exempt-interest dividends for the taxable
   year ended June 30, 1997 (amounts in thousands):

<TABLE>
<CAPTION>
                                                                                          TAX-EXEMPT
                                                                                          DISTRIBUTION
                                                                                          -----------
         <S>                                                                              <C>
         Intermediate Tax Free Bond Fund...............................................     $15,864
         Municipal Income Fund.........................................................      19,189
         Kentucky Municipal Bond Fund..................................................       3,448
         Ohio Municipal Bond Fund......................................................       6,384
         Louisiana Municipal Bond Fund.................................................       8,717
         West Virginia Municipal Bond Fund.............................................       1,682
         Arizona Municipal Bond Fund...................................................       4,663
</TABLE>

10. CONVERSION OF COMMON TRUST FUNDS:

    On January 20, 1997, the net assets of certain common trust funds managed by
    the Advisor were exchanged in a tax-free conversion for shares of the
    corresponding One Group Funds. The transaction was accounted for by a method
    followed for tax purposes in a tax-free business combination. The following
    is a summary of shares issued, net assets converted, net asset value per
    share issued and unrealized appreciation of assets acquired as of the
    conversion date (amounts in thousands except per share amounts):

<TABLE>
<CAPTION>
                                                                                    NET ASSET
                                                                     NET ASSETS     VALUE PER       UNREALIZED
                                                           SHARES    CONVERTED     SHARE ISSUED    APPRECIATION
                                                           ------    ----------    ------------    ------------
   <S>                                                     <C>       <C>           <C>             <C>
   Intermediate Tax-Free Bond Fund......................   16,858     $182,568        $10.83         $  7,412
   Municipal Income Fund................................    5,680       55,269          9.73            1,784
   Kentucky Municipal Bond Fund.........................    7,752       78,683         10.15            4,545
   Ohio Municipal Bond Fund.............................    3,617       39,137         10.82            2,826
   West Virginia Municipal Bond Fund....................    9,118       91,179         10.00            3,886
   Arizona Municipal Bond Fund..........................   26,388      263,882         10.00           12,118
</TABLE>

Continued

                                                                              87

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                          INTERMEDIATE TAX-FREE BOND FUND
                                                              --------------------------------------------------------
                                                                                      FIDUCIARY
                                                              --------------------------------------------------------
                                                                                YEARS ENDED JUNE 30,
                                                              --------------------------------------------------------
                                                                1997        1996        1995        1994        1993
                                                              --------    --------    --------    --------    --------
<S>                                                           <C>         <C>         <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD.......................   $  10.67    $  10.64    $  10.49    $  11.15    $  10.69
                                                              --------    --------    --------    --------    --------
Investment Activities:
  Net investment income....................................       0.54        0.52        0.54        0.52        0.53
  Net realized and unrealized gains (losses) from
    investments............................................       0.27        0.04        0.15       (0.52)       0.49
                                                              --------    --------    --------    --------    --------
    Total from Investment Activities.......................       0.81        0.56        0.69        0.00        1.02
                                                              --------    --------    --------    --------    --------
Distributions:
  Net investment income....................................      (0.54)      (0.51)      (0.54)      (0.53)      (0.52)
  In excess of net investment income.......................         --          --          --       (0.01)         --
  Net realized gains.......................................      (0.02)      (0.02)         --       (0.01)      (0.04)
  In excess of net realized gains..........................         --          --          --       (0.11)         --
                                                              --------    --------    --------    --------    --------
    Total Distributions....................................      (0.56)      (0.53)      (0.54)      (0.66)      (0.56)
                                                              --------    --------    --------    --------    --------
NET ASSET VALUE, END OF PERIOD.............................   $  10.92    $  10.67    $  10.64    $  10.49    $  11.15
                                                              ========    ========    ========    ========    ========
Total Return...............................................       7.76%       5.39%       6.75%      (0.11)%      9.79%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)........................   $451,089    $217,201    $211,229    $182,611    $166,489
  Ratio of expenses to average net assets..................       0.58%       0.54%       0.53%       0.48%       0.54%
  Ratio of net investment income to average net assets.....       5.05%       4.87%       5.17%       4.78%       4.93%
  Ratio of expenses to average net assets*.................       0.81%       0.87%       0.88%       0.84%       0.94%
  Ratio of net investment income to average net assets*....       4.82%       4.54%       4.82%       4.42%       4.53%
  Portfolio turnover (a)...................................      86.89%     111.58%     199.76%     105.98%      31.99%
</TABLE>

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

 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.

(a) 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.

88

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                              INTERMEDIATE TAX-FREE BOND FUND
                                                                     -------------------------------------------------
                                                                                          CLASS A
                                                                     -------------------------------------------------
                                                                                    YEARS ENDED JUNE 30,
                                                                     -------------------------------------------------
                                                                      1997      1996       1995       1994       1993
                                                                     ------    -------    -------    -------    ------
<S>                                                                  <C>       <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD..............................   $10.67    $ 10.63    $ 10.48    $ 11.14    $10.69
                                                                     ------    -------    -------    -------    ------
Investment Activities:
  Net investment income...........................................     0.51       0.50       0.51       0.50      0.55
  Net realized and unrealized gains (losses) from investments.....     0.26       0.05       0.15      (0.52)     0.44
                                                                     ------    -------    -------    -------    ------
    Total from Investment Activities..............................     0.77       0.55       0.66      (0.02)     0.99
                                                                     ------    -------    -------    -------    ------
Distributions:
  Net investment income...........................................    (0.51)     (0.49)     (0.49)     (0.52)    (0.50)
  In excess of net investment income..............................       --         --      (0.02)     (0.01)       --
  Net realized gains..............................................    (0.02)     (0.02)        --         --     (0.04)
  In excess of net realized gains.................................       --         --         --      (0.11)       --
                                                                     ------    -------    -------    -------    ------
    Total Distributions...........................................    (0.53)     (0.51)     (0.51)     (0.64)    (0.54)
                                                                     ------    -------    -------    -------    ------
NET ASSET VALUE, END OF PERIOD....................................   $10.91    $ 10.67    $ 10.63    $ 10.48    $11.14
                                                                     ======    =======    =======    =======    ======
Total Return (Excludes Sales Charge)..............................     7.39%      5.28%      6.49%     (0.33)%    9.47%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...............................   $8,457    $ 6,622    $ 5,614    $ 5,556    $5,480
  Ratio of expenses to average net assets.........................     0.83%      0.79%      0.78%      0.73%     0.71%
  Ratio of net investment income to average net assets............     4.75%      4.62%      4.91%      4.57%     4.77%
  Ratio of expenses to average net assets*........................     1.15%      1.22%      1.23%      1.19%     1.27%
  Ratio of net investment income to average net assets*...........     4.43%      4.19%      4.46%      4.11%     4.21%
  Portfolio turnover (a)..........................................    86.89%    111.58%    199.76%    105.98%    31.99%
</TABLE>

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

 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.

(a) 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.

                                                                              89

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                                 INTERMEDIATE TAX-FREE BOND FUND
                                                                             ----------------------------------------
                                                                                              CLASS B
                                                                             ----------------------------------------
                                                                                       YEARS ENDED JUNE 30,
                                                                             ----------------------------------------
                                                                              1997      1996       1995      1994(a)
                                                                             ------    -------    -------    --------
<S>                                                                          <C>       <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD......................................   $10.68    $ 10.65    $ 10.50    $ 11.18
                                                                             ------    -------    -------    -------
Investment Activities:
  Net investment income...................................................     0.45       0.43       0.46       0.17
  Net realized and unrealized gains (losses) from investments.............     0.27       0.04       0.14      (0.67)
                                                                             ------    -------    -------     ------
    Total from Investment Activities......................................     0.72       0.47       0.60      (0.50)
                                                                             ------    -------    -------     ------
Distributions:
  Net investment income...................................................    (0.45)     (0.42)     (0.45)     (0.17)
  Net realized gains......................................................    (0.02)     (0.02)        --         --
  In excess of net realized gains.........................................       --         --         --      (0.01)
                                                                             ------    -------    -------    -------
    Total Distributions...................................................    (0.47)     (0.44)     (0.45)     (0.18)
                                                                             ------    -------    -------    -------
NET ASSET VALUE, END OF PERIOD............................................   $10.93    $ 10.68    $ 10.65    $ 10.50
                                                                             ======    =======    =======    =======
Total Return (Excludes Sales Charge)......................................     6.82%      4.48%      5.89%     (4.48)% (b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).......................................   $3,307    $ 2,439    $ 1,116    $   549
  Ratio of expenses to average net assets.................................     1.47%      1.44%      1.43%      1.40% (c)
  Ratio of net investment income to average net assets....................     4.09%      3.97%      4.29%      4.08% (c)
  Ratio of expenses to average net assets*................................     1.78%      1.87%      1.88%      1.85% (c)
  Ratio of net investment income to average net assets*...................     3.78%      3.54%      3.84%      3.63% (c)
  Portfolio turnover (d)..................................................    86.89%    111.58%    199.76%    105.98%
</TABLE>

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

 *  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 B Shares commenced offering on January 14, 1994.
(b) Not annualized.
(c) Annualized.
(d) 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.

90

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                                MUNICIPAL INCOME FUND
                                                               --------------------------------------------------------
                                                                                       FIDUCIARY
                                                               --------------------------------------------------------
                                                                                  YEARS ENDED JUNE 30,
                                                               --------------------------------------------------------
                                                                 1997        1996        1995        1994      1993(a)
                                                               --------    --------    --------    --------    --------
<S>                                                            <C>         <C>         <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD........................   $   9.66    $   9.69    $   9.66    $  10.11    $ 10.00
                                                               --------    --------    --------    --------    -------
Investment Activities:
  Net investment income.....................................       0.53        0.56        0.57        0.56       0.19
  Net realized and unrealized gains (losses) from
    investments.............................................       0.18       (0.03)       0.03       (0.42)      0.11
                                                               --------    --------    --------    --------    -------
    Total from Investment Activities........................       0.71        0.53        0.60        0.14       0.30
                                                               --------    --------    --------    --------    -------
Distributions:
  Net investment income.....................................      (0.53)      (0.56)      (0.57)      (0.56)     (0.19)
  In excess of net realized gains...........................         --          --          --       (0.03)        --
                                                               --------    --------    --------    --------    -------
    Total Distributions.....................................      (0.53)      (0.56)      (0.57)      (0.59)     (0.19)
                                                               --------    --------    --------    --------    -------
NET ASSET VALUE, END OF PERIOD..............................   $   9.84    $   9.66    $   9.69    $   9.66    $ 10.11
                                                               ========    ========    ========    ========    =======
Total Return................................................       7.49%       5.54%       6.46%       1.36%      5.18% (b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................   $408,577    $241,115    $185,916    $152,763    $40,777
  Ratio of expenses to average net assets...................       0.57%       0.56%       0.56%       0.54%      0.54% (b)
  Ratio of net investment income to average net assets......       5.38%       5.70%       6.02%       5.61%      5.66% (b)
  Ratio of expenses to average net assets*..................       0.68%       0.76%       0.74%       0.71%      1.01% (b)
  Ratio of net investment income to average net assets*.....       5.27%       5.50%       5.84%       5.44%      5.19% (b)
  Portfolio turnover (c)....................................      62.83%      83.17%      66.02%     101.48%     66.12%
</TABLE>

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

 *  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 9, 1993.
(b) Annualized.
(c) 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.

                                                                              91

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                                  MUNICIPAL INCOME FUND
                                                                   ----------------------------------------------------
                                                                                         CLASS A
                                                                   ----------------------------------------------------
                                                                                  YEARS ENDED JUNE 30,
                                                                   ----------------------------------------------------
                                                                    1997       1996       1995       1994      1993(a)
                                                                   -------    -------    -------    -------    --------
<S>                                                                <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE, BEGINNING OF PERIOD............................   $  9.69    $  9.72    $  9.67    $ 10.12     $10.06
                                                                   -------    -------    -------    -------    -------
Investment Activities:
  Net investment income.........................................      0.51       0.55       0.55       0.55       0.19
  Net realized and unrealized gains (losses) from investments...      0.18      (0.04)      0.05      (0.43)      0.05
                                                                   -------    -------    -------    -------    -------
    Total from Investment Activities............................      0.69       0.51       0.60       0.12       0.24
                                                                   -------    -------    -------    -------    -------
Distributions:
  Net investment income.........................................     (0.51)     (0.54)     (0.55)     (0.54)     (0.18)
  In excess of net realized gains...............................        --         --         --      (0.03)        --
                                                                   -------    -------    -------    -------    -------
    Total Distributions.........................................     (0.51)     (0.54)     (0.55)     (0.57)     (0.18)
                                                                   -------    -------    -------    -------    -------
NET ASSET VALUE, END OF PERIOD..................................   $  9.87    $  9.69    $  9.72    $  9.67     $10.12
                                                                   =======    =======    =======    =======    =======
Total Return (Excludes Sales Charge)............................      7.24%      5.35%      6.21%      1.34%      6.86%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).............................   $41,829    $25,787    $11,462    $10,725     $4,106
  Ratio of expenses to average net assets.......................      0.82%      0.81%      0.81%      0.79%      0.80%(b)
  Ratio of net investment income to average net assets..........      5.13%      5.45%      5.76%      5.44%      5.71%(b)
  Ratio of expenses to average net assets*......................      1.03%      1.11%      1.09%      1.06%      1.36%(b)
  Ratio of net investment income to average net assets*.........      4.92%      5.15%      5.48%      5.17%      5.15%(b)
  Portfolio turnover (c)........................................     62.83%     83.17%     66.02%    101.48%     66.12%
</TABLE>

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

 *  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 23, 1993.
(b) Annualized.
(c) 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.

92

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                                      MUNICIPAL INCOME FUND
                                                                             ----------------------------------------
                                                                                             CLASS B
                                                                             ----------------------------------------
                                                                                      YEARS ENDED JUNE 30,
                                                                             ----------------------------------------
                                                                              1997       1996       1995     1994(a)
                                                                             -------    -------    ------    --------
<S>                                                                          <C>        <C>        <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD......................................   $  9.66    $  9.69    $ 9.62     $10.10
                                                                             -------    -------    ------    -------
Investment Activities:
  Net investment income...................................................      0.44       0.47      0.49       0.24
  Net realized and unrealized gains (losses) from investments.............      0.18      (0.03)     0.07      (0.48)
                                                                             -------    -------    ------    -------
    Total from Investment Activities......................................      0.62       0.44      0.56      (0.24)
                                                                             -------    -------    ------    -------
Distributions:
  Net investment income...................................................     (0.44)     (0.47)    (0.49)     (0.24)
                                                                             -------    -------    ------    -------
    Total Distributions...................................................     (0.44)     (0.47)    (0.49)     (0.24)
                                                                             -------    -------    ------    -------
NET ASSET VALUE, END OF PERIOD............................................   $  9.84    $  9.66    $ 9.69     $ 9.62
                                                                             =======    =======    ======    =======
Total Return (Excludes Sales Charge)......................................      6.55%      4.65%     5.58%     (1.98)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).......................................   $36,258    $23,204    $8,326     $4,855
  Ratio of expenses to average net assets.................................      1.47%      1.46%     1.46%      1.41%(c)
  Ratio of net investment income to average net assets....................      4.48%      4.80%     5.14%      4.95%(c)
  Ratio of expenses to average net assets*................................      1.67%      1.76%     1.74%      1.62%(c)
  Ratio of net investment income to average net assets*...................      4.28%      4.50%     4.86%      4.74%(c)
  Portfolio turnover (d)..................................................     62.83%     83.17%    66.02%    101.48%
</TABLE>

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

 *  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 B Shares commenced offering on January 14, 1994.
(b) Not annualized.
(c) Annualized.
(d) 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.

                                                                              93

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                        KENTUCKY MUNICIPAL BOND FUND
                                                    --------------------------------------------------------------------
                                                                 FIDUCIARY
                                                    -----------------------------------
                                                      YEAR        YEAR      JANUARY 20,    FEBRUARY 1,       MARCH 12,
                                                     ENDED       ENDED        1995 TO        1994, TO        1993, TO
                                                    JUNE 30,    JUNE 30,     JUNE 30,      JANUARY 19,      JANUARY 31,
                                                      1997        1996        1995(a)        1995(b)        1994(b)(c)
                                                    --------    --------    -----------    ------------    -------------
<S>                                                 <C>         <C>         <C>            <C>             <C>
NET ASSET VALUE, BEGINNING OF PERIOD.............   $  10.04    $  9.92       $  9.49        $  10.45         $ 10.00
Investment Activities:
  Net investment income..........................       0.50       0.50          0.20            0.41            0.36
  Net realized and unrealized gains (losses) from
    investments..................................       0.16       0.12          0.43          (0.95)            0.43
                                                    --------    -------       -------        --------         -------
    Total from Investment Activities.............       0.66       0.62          0.63          (0.54)            0.79
                                                    --------    -------       -------        --------         -------
Distributions:
  Net investment income..........................      (0.50)     (0.50)        (0.20)          (0.42)          (0.34)
                                                    --------    -------       -------        --------         -------
    Total Distributions..........................      (0.50)     (0.50)        (0.20)          (0.42)          (0.34)
                                                    --------    -------       -------        --------         -------
NET ASSET VALUE, END OF PERIOD...................   $  10.20    $ 10.04       $  9.92        $   9.49         $ 10.45
                                                    ========    =======       =======        ========         =======
Total Return.....................................       6.74%      6.35%         6.56%(d)       (5.17)%(d)       8.05%(d)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)..............   $116,830    $30,300       $32,520        $ 41,953         $64,663
  Ratio of expenses to average net assets........       0.59%      0.68%         0.65%(e)        1.03%(e)        0.70%(e)
  Ratio of net investment income to average
    net assets...................................       5.12%      4.60%         4.70%(e)        4.27%(e)        4.19%(e)
  Ratio of expenses to average net assets*.......       0.72%      1.02%         0.97%(e)        1.05%(e)        0.91%(e)
  Ratio of net investment income to average
    net assets*..................................       4.99%      4.26%         4.38%(e)        4.25%(e)        3.98%(e)
  Portfolio turnover (f).........................      13.30%     16.78%        19.75%          10.00%           5.00%
</TABLE>

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

 *  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 date reorganized as a fund of The One Group.
(b) Prior to reorganizing as a fund of The One Group, the Fund offered only one
    class of shares.
(c) Period from commencement of operations.
(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.

See notes to financial statements.

94

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                    KENTUCKY MUNICIPAL BOND FUND
                                                                                 -----------------------------------
                                                                                               CLASS A
                                                                                 -----------------------------------
                                                                                   YEAR        YEAR      JANUARY 20,
                                                                                  ENDED       ENDED        1995 TO
                                                                                 JUNE 30,    JUNE 30,     JUNE 30,
                                                                                   1997        1996        1995(a)
                                                                                 --------    --------    -----------
<S>                                                                              <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD..........................................    $10.05      $ 9.93       $  9.49
                                                                                  ------      ------       -------
Investment Activities:
  Net investment income.......................................................      0.48        0.44          0.19
  Net realized and unrealized gains from investments..........................      0.16        0.12          0.44
                                                                                  ------      ------       -------
    Total from Investment Activities..........................................      0.64        0.56          0.63
                                                                                  ------      ------       -------
Distributions:
  Net investment income.......................................................     (0.48)      (0.44)        (0.19)
                                                                                  ------      ------       -------
    Total Distributions.......................................................     (0.48)      (0.44)        (0.19)
                                                                                  ------      ------       -------
NET ASSET VALUE, END OF PERIOD................................................    $10.21      $10.05       $  9.93
                                                                                  ======      ======       =======
Total Return (Excludes Sales Charge)..........................................      6.46%       5.70%         5.66%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...........................................    $5,554      $8,178       $ 8,818
  Ratio of expenses to average net assets.....................................      0.84%       0.93%         0.90%(c)
  Ratio of net investment income to average net assets........................      4.66%       4.35%         4.44%(c)
  Ratio of expenses to average net assets*....................................      1.04%       1.37%         1.33%(c)
  Ratio of net investment income to average net assets*.......................      4.46%       3.91%         4.01%(c)
  Portfolio turnover (d)......................................................     13.30%      16.78%        19.75%
</TABLE>

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

 *  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 date reorganized as a fund of The One Group.
(b) Not annualized.
(c) Annualized.
(d) 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.

                                                                              95

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                    KENTUCKY MUNICIPAL BOND FUND
                                                                                 -----------------------------------
                                                                                               CLASS B
                                                                                 -----------------------------------
                                                                                   YEAR        YEAR       MARCH 16,
                                                                                  ENDED       ENDED        1995 TO
                                                                                 JUNE 30,    JUNE 30,     JUNE 30,
                                                                                   1997        1996        1995(a)
                                                                                 --------    --------    -----------
<S>                                                                              <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD..........................................    $ 9.99      $ 9.87       $  9.75
                                                                                  ------      ------       -------
Investment Activities:
  Net investment income.......................................................      0.41        0.38          0.14
  Net realized and unrealized gains from investments..........................      0.16        0.13          0.12
                                                                                  ------      ------       -------
    Total from Investment Activities..........................................      0.57        0.51          0.26
                                                                                  ------      ------       -------
Distributions:
  Net investment income.......................................................     (0.41)      (0.39)        (0.14)
                                                                                  ------      ------       -------
    Total Distributions.......................................................     (0.41)      (0.39)        (0.14)
                                                                                  ------      ------       -------
NET ASSET VALUE, END OF PERIOD................................................    $10.15      $ 9.99       $  9.87
                                                                                  ======      ======       =======
Total Return (Excludes Sales Charge)..........................................      5.81%       5.16%         2.63%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...........................................    $2,399      $1,457       $    79
  Ratio of expenses to average net assets.....................................      1.47%       1.58%         1.58%(c)
  Ratio of net investment income to average net assets........................      4.05%       3.70%         3.89%(c)
  Ratio of expenses to average net assets*....................................      1.70%       2.02%         2.21%(c)
  Ratio of net investment income to average net assets*.......................      3.82%       3.26%         3.25%(c)
  Portfolio turnover (d)......................................................     13.30%      16.78%        19.75%
</TABLE>

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

 *  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 B Shares commenced offering on March 16, 1995.
(b) Not annualized.
(c) Annualized.
(d) 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.

96

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                                OHIO MUNICIPAL BOND FUND
                                                                  ----------------------------------------------------
                                                                                       FIDUCIARY
                                                                  ----------------------------------------------------
                                                                                  YEARS ENDED JUNE 30,
                                                                  ----------------------------------------------------
                                                                    1997       1996       1995       1994       1993
                                                                  --------    -------    -------    -------    -------
<S>                                                               <C>         <C>        <C>        <C>        <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD..........................................   $  10.69    $ 10.65    $ 10.58    $ 11.11    $ 10.48
                                                                  --------    -------    -------    -------    -------
Investment Activities:
  Net investment income........................................       0.56       0.56       0.55       0.51       0.54
  Net realized and unrealized gains (losses) from
    investments................................................       0.19       0.04       0.07      (0.50)      0.62
                                                                  --------    -------    -------    -------    -------
    Total from Investment Activities...........................       0.75       0.60       0.62       0.01       1.16
                                                                  --------    -------    -------    -------    -------
Distributions:
  Net investment income........................................      (0.56)     (0.56)     (0.55)     (0.52)     (0.53)
  In excess of net realized gains..............................         --         --         --      (0.02)        --
                                                                  --------    -------    -------    -------    -------
    Total Distributions........................................      (0.56)     (0.56)     (0.55)     (0.54)     (0.53)
                                                                  --------    -------    -------    -------    -------
NET ASSET VALUE,
  END OF PERIOD................................................   $  10.88    $ 10.69    $ 10.65    $ 10.58    $ 11.11
                                                                  ========    =======    =======    =======    =======
Total Return...................................................       7.22%      5.69%      6.07%      0.07%     11.43%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)............................   $133,172    $80,611    $79,993    $93,261    $74,792
  Ratio of expenses to average net assets......................       0.54%      0.57%      0.58%      0.53%      0.55%
  Ratio of net investment income to average net assets.........       5.24%      5.17%      5.29%      4.76%      5.14%
  Ratio of expenses to average net assets*.....................       0.84%      0.95%      0.91%      0.86%      0.94%
  Ratio of net investment income to average net assets*........       4.94%      4.79%      4.96%      4.43%      4.75%
  Portfolio turnover (a).......................................       7.45%     24.61%     77.69%     16.77%     26.67%
</TABLE>

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

 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) 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.

                                                                             97

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                                OHIO MUNICIPAL BOND FUND
                                                                   ---------------------------------------------------
                                                                                         CLASS A
                                                                   ---------------------------------------------------
                                                                                   YEARS ENDED JUNE 30,
                                                                   ---------------------------------------------------
                                                                    1997       1996       1995       1994       1993
                                                                   -------    -------    -------    -------    -------
<S>                                                                <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD...........................................   $ 10.72    $ 10.68    $ 10.61    $ 11.13    $ 10.48
                                                                   -------    -------    -------    -------    -------
Investment Activities:
  Net investment income.........................................      0.54       0.55       0.53       0.50       0.52
  Net realized and unrealized gains (losses) from investments...      0.19       0.03       0.07      (0.48)      0.64
                                                                   -------    -------    -------    -------    -------
    Total from Investment Activities............................      0.73       0.58       0.60       0.02       1.16
                                                                   -------    -------    -------    -------    -------
Distributions:
  Net investment income.........................................     (0.54)     (0.54)     (0.51)     (0.50)     (0.51)
  In excess of net investment income............................        --         --      (0.02)     (0.02)        --
  In excess of net realized gains...............................        --         --         --      (0.02)        --
                                                                   -------    -------    -------    -------    -------
    Total Distributions.........................................     (0.54)     (0.54)     (0.53)     (0.54)     (0.51)
                                                                   -------    -------    -------    -------    -------
NET ASSET VALUE,
  END OF PERIOD.................................................   $ 10.91    $ 10.72    $ 10.68    $ 10.61    $ 11.13
                                                                   =======    =======    =======    =======    =======
Total Return (Excludes Sales Charge)............................      6.95%      5.44%      5.79%     (0.05)%    11.40%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).............................   $16,114    $16,507    $12,006    $14,883    $13,092
  Ratio of expenses to average net assets.......................      0.79%      0.82%      0.82%      0.78%      0.77%
  Ratio of net investment income to average net assets..........      4.96%      4.92%      5.01%      4.63%      4.85%
  Ratio of expenses to average net assets*......................      1.19%      1.30%      1.25%      1.21%      1.25%
  Ratio of net investment income to average net assets*.........      4.56%      4.44%      4.58%      4.20%      4.37%
  Portfolio turnover (a)........................................      7.45%     24.61%     77.69%     16.77%     26.67%
</TABLE>

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

 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) 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.

98

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                                      OHIO MUNICIPAL BOND FUND
                                                                               --------------------------------------
                                                                                              CLASS B
                                                                               --------------------------------------
                                                                                       YEARS ENDED JUNE 30,
                                                                               --------------------------------------
                                                                                1997       1996      1995     1994(a)
                                                                               -------    ------    ------    -------
<S>                                                                            <C>        <C>       <C>       <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.......................................................   $ 10.79    $10.75    $10.68    $11.31
                                                                               -------    ------    ------    ------
Investment Activities:
  Net investment income.....................................................      0.47      0.48      0.43      0.17
  Net realized and unrealized gains (losses) from investments...............      0.19      0.03      0.07     (0.62)
                                                                               -------    ------    ------    ------
    Total from Investment Activities........................................      0.66      0.51      0.50     (0.45)
                                                                               -------    ------    ------    ------
Distributions:
  Net investment income.....................................................     (0.47)    (0.47)    (0.43)    (0.17)
  In excess of net investment income........................................        --        --        --     (0.01)
                                                                               -------    ------    ------    ------
    Total Distributions.....................................................     (0.47)    (0.47)    (0.43)    (0.18)
                                                                               -------    ------    ------    ------
NET ASSET VALUE,
  END OF PERIOD.............................................................   $ 10.98    $10.79    $10.75    $10.68
                                                                               =======    ======    ======    ======
Total Return (Excludes Sales Charge)........................................      6.26%     4.79%     5.17%    (4.02)% (b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................................   $14,316    $8,854    $3,209    $2,043
  Ratio of expenses to average net assets...................................      1.44%     1.47%     1.48%     1.28% (c)
  Ratio of net investment income to average net assets......................      4.33%     4.27%     4.40%     4.23% (c)
  Ratio of expenses to average net assets*..................................      1.84%     1.95%     1.91%     1.68% (c)
  Ratio of net investment income to average net assets*.....................      3.93%     3.79%     3.97%     3.83% (c)
  Portfolio turnover (d)....................................................      7.45%    24.61%    77.69%    16.77%
</TABLE>

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

 *  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 B Shares commenced offering on January 14, 1994.
(b) Not annualized.
(c) Annualized.
(d) 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.

                                                                             99

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                                    LOUISIANA MUNICIPAL BOND FUND
                                                                                   -------------------------------
                                                                                              FIDUCIARY
                                                                                   -------------------------------
                                                                                      YEAR         MARCH 26, 1996
                                                                                      ENDED           THROUGH
                                                                                    JUNE 30,          JUNE 30,
                                                                                      1997            1996(a)
                                                                                   -----------    ----------------
<S>                                                                                <C>            <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD...........................................................    $    9.93         $  10.00
                                                                                    ---------         --------
Investment Activities:
  Net investment income.........................................................         0.49             0.13
  Net realized and unrealized gains (losses) from investments...................         0.17            (0.07)
                                                                                    ---------         --------
    Total from Investment Activities............................................         0.66             0.06
                                                                                    ---------         --------
Distributions:
  Net investment income.........................................................        (0.49)           (0.13)
                                                                                    ---------         --------
    Total Distributions.........................................................        (0.49)           (0.13)
                                                                                    ---------         --------
NET ASSET VALUE,
  END OF PERIOD.................................................................    $   10.10         $   9.93
                                                                                    =========         ========
Total Return....................................................................         6.81%            0.90%(b)(c)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).............................................    $ 113,338         $136,041
  Ratio of expenses to average net assets.......................................         0.62%            0.71%(d)
  Ratio of net investment income to average net assets..........................         4.91%            4.76%(d)
  Ratio of expenses to average net assets*......................................         0.84%            0.86%(d)
  Ratio of net investment income to average net assets*.........................         4.69%            4.61%(d)
  Portfolio turnover (e)........................................................        17.39%           16.72%
</TABLE>

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

 *  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 date reorganized as a fund of The One Group.
(b) Not annualized.
(c) Represents total return for Class A Shares from December 1, 1995 through
    March 25, 1996 plus total return for Fiduciary Shares for the period March
    26, 1996 through June 30, 1996.
(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.

100

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                     LOUISIANA MUNICIPAL BOND FUND
                                                ------------------------------------------------------------------------
                                                                                CLASS A
                                                ------------------------------------------------------------------------
                                                  YEAR      SEVEN MONTHS
                                                 ENDED         ENDED                  YEARS ENDED NOVEMBER 30,
                                                JUNE 30,      JUNE 30,      --------------------------------------------
                                                  1997        1996(a)         1995        1994        1993        1992
                                                --------    ------------    --------    --------    --------    --------
<S>                                             <C>         <C>             <C>         <C>         <C>         <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD........................   $  9.93       $  10.09      $   9.38    $  10.27    $   9.92    $   9.73
                                                -------       --------      --------    --------    --------    --------
Investment Activities:
  Net investment income......................      0.47           0.24          0.50        0.49        0.52        0.55
  Net realized and unrealized gains (losses)
    from investments.........................      0.17          (0.16)         0.71       (0.79)       0.42        0.26
                                                -------       --------      --------    --------    --------    --------
    Total from Investment Activities.........      0.64           0.08          1.21       (0.30)       0.94        0.82
                                                -------       --------      --------    --------    --------    --------
Distributions:
  Net investment income......................     (0.47)         (0.24)        (0.50)      (0.49)      (0.52)      (0.55)
  Net realized gains.........................        --             --            --       (0.10)      (0.07)      (0.07)
                                                -------       --------      --------    --------    --------    --------
    Total Distributions......................     (0.47)         (0.24)        (0.50)      (0.59)      (0.59)      (0.62)
                                                -------       --------      --------    --------    --------    --------
NET ASSET VALUE,
  END OF PERIOD..............................   $ 10.10       $   9.93      $  10.09    $   9.38    $  10.27    $   9.92
                                                =======       ========      ========    ========    ========    ========
Total Return (Excludes Sales Charge).........      6.55%          0.84%(b)     13.11%      (2.97)%      9.65%       8.64%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)..........   $48,498       $ 53,479      $206,119    $196,820    $196,534    $135,692
  Ratio of expenses to average net assets....      0.87%          0.69%(c)      0.62%       0.65%       0.62%       0.58%
  Ratio of net investment income to average
    net assets...............................      4.66%          4.71%(c)      5.07%       4.97%       5.07%       5.70%
  Ratio of expenses to average net assets*...      1.19%          0.86%(c)      0.77%       0.80%       0.78%       0.83%
  Ratio of net investment income to average
    net assets*..............................      4.34%          4.54%(c)      4.92%       4.82%       4.91%       5.45%
  Portfolio turnover (d).....................     17.39%         16.72%        28.00%      24.00%      25.00%      32.00%
</TABLE>

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

 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Upon reorganizing as a fund of The One Group, the Paragon Louisiana Tax-Free
    Fund became the Louisiana Municipal Bond Fund. Financial highlights for the
    periods prior to March 26, 1996 represents the Paragon Louisiana Tax-Free
    Fund. The per share data for the periods prior to March 26, 1996 have been
    restated to reflect the impact of restatement of net asset value from $10.67
    to $10.00 effective March 26, 1996.
(b) Not annualized.
(c) Annualized.
(d) 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.

                                                                             101

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                         LOUISIANA MUNICIPAL BOND FUND
                                                           ---------------------------------------------------------
                                                                                    CLASS B
                                                           ---------------------------------------------------------
                                                             YEAR      SEVEN MONTHS        YEAR        SEPTEMBER 16,
                                                            ENDED         ENDED           ENDED        1994 THROUGH
                                                           JUNE 30,      JUNE 30,      NOVEMBER 30,    NOVEMBER 30,
                                                             1997        1996(a)           1995           1994(b)
                                                           --------    ------------    ------------    -------------
<S>                                                        <C>         <C>             <C>             <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD...................................    $ 9.93        $10.09          $ 9.36          $  9.73
                                                            ------        ------          ------          -------
Investment Activities:
  Net investment income.................................      0.40          0.21            0.42             0.08
  Net realized and unrealized gains (losses)
    from investments....................................      0.17         (0.16)           0.73            (0.37)
                                                            ------        ------          ------          -------
    Total from Investment Activities....................      0.57          0.05            1.15            (0.29)
                                                            ------        ------          ------          -------
Distributions:
  Net investment income.................................     (0.40)        (0.21)          (0.42)           (0.08)
                                                            ------        ------          ------          -------
    Total Distributions.................................     (0.40)        (0.21)          (0.42)           (0.08)
                                                            ------        ------          ------          -------
NET ASSET VALUE,
  END OF PERIOD.........................................    $10.10        $ 9.93          $10.09          $  9.36
                                                            ======        ======          ======          =======
Total Return (Excludes Sales Charge)....................      5.87%         0.48%(c)       12.52%            2.94%(c)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).....................    $3,835        $3,223          $2,115          $   204
  Ratio of expenses to average net assets...............      1.51%         1.50%(d)        1.37%            1.41%(d)
  Ratio of net investment income to average net
    assets..............................................      4.02%         3.98%(d)        4.27%            4.45%(d)
  Ratio of expenses to average net assets*..............      1.85%         1.70%(d)        1.52%            1.56%(d)
  Ratio of net investment income to average net
    assets*.............................................      3.68%         3.78%(d)        4.12%            4.30%(d)
  Portfolio turnover (e)................................     17.39%        16.72%          28.00%           24.00%
</TABLE>

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

 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Upon reorganizing as a fund of The One Group, the Paragon Louisiana Tax-Free
    Fund became the Louisiana Municipal Bond Fund. Financial highlights for the
    periods prior to March 26, 1996 represents the Paragon Louisiana Tax-Free
    Fund. The per share data for the periods prior to March 26, 1996 have been
    restated to reflect the impact of restatement of net asset value from $10.70
    to $10.00 effective March 26, 1996.
(b) Class B Shares commenced offering on September 16, 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.

102

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                                               WEST VIRGINIA
                                                                                            MUNICIPAL BOND FUND
                                                                                            -------------------
                                                                                                 FIDUCIARY
                                                                                            -------------------

                                                                                             JANUARY 20, 1997
                                                                                                  THROUGH
                                                                                                 JUNE 30,
                                                                                                  1997(a)
                                                                                            -------------------
<S>                                                                                         <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD....................................................................         $ 10.00
                                                                                                  -------
Investment Activities:
  Net investment income..................................................................            0.22
  Net realized and unrealized gains from investments.....................................            0.06
                                                                                                  -------
    Total from Investment Activities.....................................................            0.28
                                                                                                  -------
Distributions:
  Net investment income..................................................................           (0.22)
                                                                                                  -------
    Total Distributions..................................................................           (0.22)
                                                                                                  -------
NET ASSET VALUE,
  END OF PERIOD..........................................................................         $ 10.06
                                                                                                  =======
Total Return.............................................................................            2.84%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)......................................................         $96,270
  Ratio of expenses to average net assets................................................            0.59%(c)
  Ratio of net investment income to average net assets...................................            5.04%(c)
  Ratio of expenses to average net assets*...............................................            0.67%(c)
  Ratio of net investment income to average net assets*..................................            4.96%(c)
  Portfolio turnover (d).................................................................            6.21%
</TABLE>

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

 *  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) Not annualized.
(c) Annualized.
(d) 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.

                                                                             103

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
                                                                                               WEST VIRGINIA
                                                                                            MUNICIPAL BOND FUND
                                                                                            -------------------
                                                                                                  CLASS A
                                                                                            -------------------
                                                                                             JANUARY 20, 1997
                                                                                                  THROUGH
                                                                                                 JUNE 30,
                                                                                                  1997(a)
                                                                                            -------------------
<S>                                                                                         <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD....................................................................         $ 10.00
                                                                                                  -------
Investment Activities:
  Net investment income..................................................................            0.16
  Net realized and unrealized gains from investments.....................................            0.15
                                                                                                  -------
    Total from Investment Activities.....................................................            0.31
                                                                                                  -------
Distributions:
  Net investment income..................................................................           (0.16)
                                                                                                  -------
    Total Distributions..................................................................           (0.16)
                                                                                                  -------
NET ASSET VALUE,
  END OF PERIOD..........................................................................         $ 10.15
                                                                                                  =======
Total Return (Excludes Sales Charge).....................................................            3.08%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)......................................................         $   808
  Ratio of expenses to average net assets................................................            0.84%(c)
  Ratio of net investment income to average net assets...................................            4.94%(c)
  Ratio of expenses to average net assets*...............................................            0.97%(c)
  Ratio of net investment income to average net assets*..................................            4.81%(c)
  Portfolio turnover (d).................................................................            6.21%
</TABLE>

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

 *  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) Not annualized.
(c) Annualized.
(d) 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.

104

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                                               WEST VIRGINIA
                                                                                            MUNICIPAL BOND FUND
                                                                                            -------------------
                                                                                                  CLASS B
                                                                                            -------------------

                                                                                             JANUARY 20, 1997
                                                                                                  THROUGH
                                                                                                 JUNE 30,
                                                                                                  1997(a)
                                                                                            -------------------
<S>                                                                                         <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD....................................................................         $ 10.00
                                                                                                  -------
Investment Activities:
  Net investment income..................................................................            0.14
  Net realized and unrealized gains from investments.....................................            0.12
                                                                                                  -------
    Total from Investment Activities.....................................................            0.26
                                                                                                  -------
Distributions:
  Net investment income..................................................................           (0.14)
                                                                                                  -------
    Total Distributions..................................................................           (0.14)
                                                                                                  -------
NET ASSET VALUE,
  END OF PERIOD..........................................................................         $ 10.12
                                                                                                  =======
Total Return (Excludes Sales Charge).....................................................            2.64%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)......................................................         $   614
  Ratio of expenses to average net assets................................................            1.49%(c)
  Ratio of net investment income to average net assets...................................            4.08%(c)
  Ratio of expenses to average net assets*...............................................            1.62%(c)
  Ratio of net investment income to average net assets*..................................            3.95%(c)
  Portfolio turnover (d).................................................................            6.21%
</TABLE>

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

 *  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) Not annualized.
(c) Annualized.
(d) 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.

                                                                             105

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                                                  ARIZONA
                                                                                            MUNICIPAL BOND FUND
                                                                                            -------------------
                                                                                                 FIDUCIARY
                                                                                            -------------------

                                                                                             JANUARY 20, 1997
                                                                                                  THROUGH
                                                                                                 JUNE 30,
                                                                                                  1997(a)
                                                                                            -------------------
<S>                                                                                         <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD....................................................................        $   10.00
                                                                                                 ---------
Investment Activities:
  Net investment income..................................................................             0.23
  Net realized and unrealized gains from investments.....................................             0.06
                                                                                                 ---------
    Total from Investment Activities.....................................................             0.29
                                                                                                 ---------
Distributions:
  Net investment income..................................................................            (0.23)
                                                                                                 ---------
    Total Distributions..................................................................            (0.23)
                                                                                                 ---------
NET ASSET VALUE,
  END OF PERIOD..........................................................................        $   10.06
                                                                                                 =========
Total Return.............................................................................             2.90%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)......................................................        $ 255,755
  Ratio of expenses to average net assets................................................             0.59%(c)
  Ratio of net investment income to average net assets...................................             5.09%(c)
  Ratio of expenses to average net assets*...............................................             0.66%(c)
  Ratio of net investment income to average net assets*..................................             5.02%(c)
  Portfolio turnover (d).................................................................             5.66%
</TABLE>

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

 *  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) Not annualized.
(c) Annualized.
(d) 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.

106

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                                                  ARIZONA
                                                                                            MUNICIPAL BOND FUND
                                                                                            -------------------
                                                                                                  CLASS A
                                                                                            -------------------

                                                                                             JANUARY 20, 1997
                                                                                                  THROUGH
                                                                                                 JUNE 30,
                                                                                                  1997(A)
                                                                                            -------------------
<S>                                                                                         <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD....................................................................         $ 10.00
                                                                                                  -------
Investment Activities:
  Net investment income..................................................................            0.15
  Net realized and unrealized gains (losses) from investments............................           (0.01)
                                                                                                  -------
    Total from Investment Activities.....................................................            0.14
                                                                                                  -------
Distributions:
  Net investment income..................................................................           (0.15)
                                                                                                  -------
    Total Distributions..................................................................           (0.15)
                                                                                                  -------
NET ASSET VALUE,
  END OF PERIOD..........................................................................         $  9.99
                                                                                                  =======
Total Return (Excludes Sales Charge).....................................................            1.40%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)......................................................         $ 1,500
  Ratio of expenses to average net assets................................................            0.85%(c)
  Ratio of net investment income to average net assets...................................            4.90%(c)
  Ratio of expenses to average net assets*...............................................            0.96%(c)
  Ratio of net investment income to average net assets*..................................            4.79%(c)
  Portfolio turnover (d).................................................................            5.66%
</TABLE>

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

 *  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) Not annualized.
(c) Annualized.
(d) 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.

                                                                             107

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                                                  ARIZONA
                                                                                            MUNICIPAL BOND FUND
                                                                                            -------------------
                                                                                                  CLASS B
                                                                                            -------------------

                                                                                             JANUARY 20, 1997
                                                                                                  THROUGH
                                                                                                 JUNE 30,
                                                                                                  1997(a)
                                                                                            -------------------
<S>                                                                                         <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD....................................................................         $ 10.00
                                                                                                  -------
Investment Activities:
  Net realized and unrealized gains from investments.....................................            0.09
                                                                                                  -------
    Total from Investment Activities.....................................................            0.09
                                                                                                  -------
NET ASSET VALUE,
  END OF PERIOD..........................................................................         $ 10.09
                                                                                                  =======
Total Return (Excludes Sales Charge).....................................................            0.90%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)......................................................         $    --(c)
  Ratio of expenses to average net assets................................................              --(d)
  Ratio of net investment income to average net assets...................................              --(d)
  Ratio of expenses to average net assets*...............................................              --(d)
  Ratio of net investment income to average net assets*..................................              --(d)
  Portfolio turnover (e).................................................................            5.66%
</TABLE>

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

 *  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) Not annualized.
(c) Amount is less than $1,000.
(d) Since net assets are less than $1,000, ratios have not been presented.
(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.

108

<PAGE>

- --------------------------------------------------------------------------------
Report of Independent Accountants
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1997

To the Shareholders and Board of Trustees of
  The One Group Family of Mutual Funds:

We have audited the accompanying statements of assets and liabilities of the
Intermediate Tax-Free Bond Fund, the Municipal Income Fund , the Kentucky
Municipal Bond Fund, the Ohio Municipal Bond Fund, the Louisiana Municipal Bond
Fund, the West Virginia Municipal Bond Fund and the Arizona Municipal Bond Fund
(seven series of The One Group Family of Mutual Funds), including the schedules
of portfolio investments, as of June 30, 1997, and the related statements of
operations, statements of changes in net assets and the financial highlights for
each period presented except as noted in the next paragraph. These financial
statements and financial highlights are the responsibility of The One Group
Family of Mutual Funds' management. Our responsibility is to express an opinion
on these financial statements and the financial highlights based on our audits.

The Kentucky Municipal Bond Fund's 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 were audited by other auditors
whose report dated April 6, 1995 expressed an unqualified opinion on those
financial statements and financial highlights. The Louisiana Municipal Bond
Fund's statement of changes in net assets for the year ended November 30, 1995
and the financial highlights for each of the four years in the period ended
November 30, 1995 were audited by other auditors, whose report dated January 19,
1996 expressed an unqualified opinion on those financial statements and
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 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, 1997 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, except as noted in the second paragraph present fairly, in all material
respects, the financial position of the Intermediate Tax-Free Bond Fund, the
Municipal Income Fund, the Kentucky Municipal Bond Fund, the Ohio Municipal Bond
Fund, the Louisiana Municipal Bond Fund, the West Virginia Municipal Bond Fund
and the Arizona Municipal Bond Fund as of June 30, 1997, the results of their
operations, the changes in their net assets and the financial highlights for the
periods indicated herein, in conformity with generally accepted accounting
principles.

Columbus, Ohio                                          Coopers & Lybrand L.L.P.
August 22, 1997

                                                                             109

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
U.S. Treasury Securities Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
PRINCIPAL                                          AMORTIZED
 AMOUNT             SECURITY DESCRIPTION              COST
- ---------   ------------------------------------   ---------
<S>         <C>                                    <C>
U.S. TREASURY OBLIGATIONS (21.4%):
U.S. Treasury Bills (3.7%):
$  50,000   11/20/97 (b)........................   $  48,959
   55,000   3/5/98 (b)..........................      52,977
                                                   ---------
                                                     101,936
                                                   ---------
U.S. Treasury Notes (17.7%):
   50,000   5.88%, 9/2/97 (b)...................      50,014
   75,000   5.88%, 9/2/97.......................      75,057
   25,000   5.75%, 9/30/97 (b)..................      25,001
   25,000   8.75%, 10/15/97.....................      25,230
   25,000   5.63%, 10/31/97 (b).................      25,013
  165,000   7.38%, 11/15/97 (b).................     166,053
   75,000   6.00%, 11/30/97 (b).................      75,127
   50,000   6.00%, 12/31/97 (b).................      50,068
                                                   ---------
                                                     491,563
                                                   ---------
   Total U.S. Treasury Obligations                   593,499
                                                   ---------
REPURCHASE AGREEMENTS (78.8%):
  112,000   Aubrey G. Lanston & Co., 5.90%,
              7/1/97 (Collateralized by $116,678
              various U.S. Treasury Securities,
              0.00% - 5.50%, 12/4/97 - 2/28/99,
              market value - $114,242)..........     112,000
  100,000   Barclays De Zoette Wedd, 5.90%,
              7/1/97 (Collateralized by $70,382
              various U.S. Treasury Securities,
              8.75% - 11.25%, 2/15/15 - 5/15/17,
              market-value $102,001)............     100,000
  100,000   CIBC/Wood Gundy, 5.95%, 7/1/97
              (Collateralized by $100,000
              various U.S. Treasury Notes,
              11.13% - 12.50%,
              8/15/03 - 8/15/14, market
              value - $103,207).................     100,000

PRINCIPAL                                          AMORTIZED
 AMOUNT             SECURITY DESCRIPTION              COST
- ---------   ------------------------------------   ---------
REPURCHASE AGREEMENTS, CONTINUED:
$ 675,000   Deutsche, Morgan, Grenfell, 5.90%,
              7/1/97 (Collateralized by $679,813
              various U.S. Treasury Securities,
              0.00% - 12.00%, 2/15/98 - 2/15/20,
              market value - $688,501)..........  $  675,000
  100,000   Donaldson, Lufkin & Jenerette,
              5.90%, 7/1/97 (Collateralized by
              $105,411 U.S. Treasury Notes,
              5.88%, 11/15/05, market
              value - $102,000).................     100,000
  105,000   Goldman Sachs, 5.88%, 7/1/97
              (Collateralized by $105,162
              various U.S. Treasury Securities,
              6.63%, 5/15/07 - 2/15/27, market
              value - $107,101).................     105,000
  113,989   HSBC, 5.90%, 7/1/97 (Collateralized
              by $112,125 various U.S. Treasury
              Notes, 5.50%  - 8.50%,
              7/15/97 - 5/15/07, market
              value - $116,274).................     113,989
  675,000   J. P. Morgan & Co., Inc., 6.00%,
              7/1/97 (Collateralized by
              $1,061,927 various U.S. Treasury
              Securities, 0.00% - 8.13%,
              4/30/01 - 8/15/23, market
              value - $688,500).................     675,000
  100,000   Lehman Brothers Holdings, Inc.,
              6.00%, 7/1/97 (Collateralized by
              $175,617 various U.S. Treasury
              Securities, 0.00% - 11.75%,
              11/15/97 - 11/15/14, market
              value - $102,001).................     100,000
  105,000   Prudential Securities, Inc., 5.90%,
              7/1/97 (Collateralized by cash in
              the amount of $105,000)...........     105,000
                                                   ---------
   Total Repurchase Agreements                     2,185,989
                                                   ---------
Total (Amortized Cost--$2,779,488) (a)            $2,779,488
                                                   =========
</TABLE>

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

Percentages indicated are based on net assets of $2,773,589.

(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 June 30, 1997.

See notes to financial statements.

                                       8

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Prime Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
PRINCIPAL                                          AMORTIZED
 AMOUNT             SECURITY DESCRIPTION              COST
- ---------   ------------------------------------   ---------
<S>         <C>                                    <C>
COMMERCIAL PAPER (65.9%):
Automotive (5.2%):
$  43,885   American Honda Finance Corp., 5.63%,
              7/28/97...........................   $  43,700
   42,000   General Motors Acceptance Corp.,
              5.42%, 7/22/97....................      41,867
   41,210   General Motors Acceptance Corp.,
              5.43%, 7/30/97....................      41,030
   25,000   General Motors Acceptance Corp.,
              5.86%, 10/10/97...................      24,589
                                                   ---------
                                                     151,186
                                                   ---------
Banking (8.1%):
   50,000   Banco Nacional de Comercio Exterior,
              S.N.C., 5.55%, 9/17/97............      49,399
   25,000   Banco Nacional de Comercio Exterior,
              S.N.C., 5.64%, 12/1/97............      24,401
   25,000   Banco Rio de la Plata S.A., 5.44%,
              10/27/97..........................      24,554
   38,000   Banco Rio de la Plata S.A., 5.36%,
              10/31/97..........................      37,310
   50,000   Bankers Trust New York Corp., 5.42%,
              7/15/97...........................      49,894
   25,000   Bankers Trust New York Corp., 6.11%,
              3/25/98...........................      24,993
   22,500   Galicia Funding Corp., 5.58%,
              9/16/97...........................      22,231
                                                   ---------
                                                     232,782
                                                   ---------
Brokerage Services (3.9%):
   50,000   Lehman Brothers Holdings, Inc.,
              5.64%, 7/9/97.....................      49,938
   19,991   Sumitomo Bank Capital Markets,
              5.68%, 7/14/97....................      19,950
   42,000   Sumitomo Bank Capital Markets,
              5.68%, 7/18/97....................      41,887
                                                   ---------
                                                     111,775
                                                   ---------
Computer Software (4.3%):
   13,000   CSC Enterprises, 5.57%, 7/7/97......      12,988
   30,500   CSC Enterprises, 5.65%, 7/11/97.....      30,452
   23,500   CSC Enterprises, 5.63%, 7/21/97.....      23,426
   30,000   CSC Enterprises, 5.61%, 8/12/97.....      29,804
   15,000   CSC Enterprises, 5.60%, 8/19/97.....      14,886
   13,550   CSC Enterprises, 5.62%, 9/11/97.....      13,398
                                                   ---------
                                                     124,954
                                                   ---------
Construction (2.5%):
   25,000   Cemex, S.A. de C.V., 5.65%,
              8/6/97............................      24,859
   15,000   Cemex, S.A. de C.V., 5.59%,
              8/19/97...........................      14,886
   14,000   Cemex, S.A. de C.V., 5.59%,
              8/20/97...........................      13,891
   20,000   Cemex, S.A. de C.V., 5.59%,
              8/21/97...........................      19,842
                                                   ---------
                                                      73,478
                                                   ---------

PRINCIPAL                                          AMORTIZED
 AMOUNT             SECURITY DESCRIPTION              COST
- ---------   ------------------------------------   ---------
COMMERCIAL PAPER, CONTINUED:
Financial Services (25.3%):
$  18,413   Banner Receivables Corp., 5.69%,
              7/2/97............................   $  18,410
   46,297   Banner Receivables Corp., 5.68%,
              8/4/97............................      46,049
   45,797   Banner Receivables Corp., 5.75%,
              8/14/97...........................      45,475
   32,499   Banner Receivables Corp., 5.68%,
              9/5/97............................      32,161
   50,000   Broadway Capital, 5.73%, 7/31/97....      49,761
   33,206   Broadway Capital, 5.72%, 8/5/97.....      33,021
   31,765   Broadway Capital, 5.67%, 9/2/97.....      31,450
   50,000   Corporate Receivables Corp., 5.62%,
              7/3/97............................      49,984
   50,000   CXC, Inc., 5.62%, 7/8/97............      49,945
   30,375   Falcon Asset Securitization Corp.,
              5.62%, 7/21/97....................      30,280
   40,755   Gotham Funding Corp., 5.43%,
              7/17/97...........................      40,657
   25,000   Gotham Funding Corp., 5.72%,
              7/18/97...........................      24,932
   25,000   Gotham Funding Corp., 5.47%,
              7/24/97...........................      24,913
   37,553   Gotham Funding Corp., 5.70%,
              8/1/97............................      37,369
   25,000   Gotham Funding Corp., 5.67%,
              8/5/97............................      24,862
   65,000   Old Line Funding Corp., 5.62%,
              7/1/97............................      64,999
   26,500   Old Line Funding Corp., 5.67%,
              7/14/97...........................      26,446
   25,000   WCP Funding, Inc., 5.66%, 7/2/97....      24,996
   25,000   WCP Funding, Inc., 5.63%, 7/7/97....      24,977
   25,000   WCP Funding, Inc., 5.63%, 7/10/97...      24,965
   25,000   WCP Funding, Inc., 5.58%, 7/25/97...      24,907
                                                   ---------
                                                     730,559
                                                   ---------
Gas & Electric Utility (2.8%):
   32,382   AES Shady Point, Inc., 5.60%,
              7/18/97...........................      32,296
   20,991   Cogentrix of Richmond, Inc., 5.64%,
              7/10/97...........................      20,961
   27,762   Cogentrix of Richmond, Inc., 5.65%,
              7/16/97...........................      27,697
                                                   ---------
                                                      80,954
                                                   ---------
Industrial Goods & Services (2.1%):
   12,000   Akzo Nobel, Inc., 5.63%, 8/7/97.....      11,931
   10,000   Akzo Nobel, Inc., 5.62%, 8/29/97....       9,908
   10,000   Hosokawa Micron International, Inc.,
              5.70%, 7/8/97.....................       9,989
   10,000   Hosokawa Micron International, Inc.,
              5.65%, 8/15/97....................       9,929
   19,500   Hosokawa Micron International, Inc.,
              5.71%, 8/26/97....................      19,327
                                                   ---------
                                                      61,084
                                                   ---------
</TABLE>

Continued

                                       9

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Prime Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
PRINCIPAL                                          AMORTIZED
 AMOUNT             SECURITY DESCRIPTION              COST
- ---------   ------------------------------------   ---------
<S>         <C>                                    <C>
COMMERCIAL PAPER, CONTINUED:
Leasing (1.0%):
$  29,400   International Lease Finance Corp.,
              5.27%, 7/14/97....................   $  29,344
                                                   ---------
Office Equipment & Services (1.5%):
   20,000   Xerox Mexicana SA de CV, 5.57%,
              7/7/97............................      19,981
   24,500   Xerox Mexicana SA de CV, 5.59%,
              7/24/97...........................      24,413
                                                   ---------
                                                      44,394
                                                   ---------
Oil & Gas Exploration (1.6%):
   25,000   Pemex Capital, Inc., 5.71%,
              9/11/97...........................      24,714
   23,000   Petroleo Brasileiro SA, Series C,
              5.68%, 10/2/97....................      22,663
                                                   ---------
                                                      47,377
                                                   ---------
Printing & Publishing (0.8%):
   22,000   Tribune Co., 5.70%, 7/29/97.........      21,902
                                                   ---------
Real Estate (6.8%):
   19,264   75 State Street Capital Corp.,
              5.64%,
              7/16/97...........................      19,219
   25,140   75 State Street Capital Corp.,
              5.65%,
              7/22/97...........................      25,057
   50,000   75 State Street Capital Corp.,
              5.63%,
              7/23/97...........................      49,828
   31,802   75 State Street Capital Corp.,
              5.64%,
              7/25/97...........................      31,682
   20,000   75 State Street Capital Corp.,
              5.67%,
              7/29/97...........................      19,912
   25,000   Countrywide Home Loans, 5.67%,
              8/11/97...........................      24,839
   10,000   SRD Finance, Inc., 5.63%, 7/17/97...       9,975
   17,000   SRD Finance, Inc., 5.64%, 7/17/97...      16,957
                                                   ---------
                                                     197,469
                                                   ---------
   Total Commercial Paper                          1,907,258
                                                   ---------
CORPORATE NOTES & BONDS (4.6%):
Banking (0.9%):
   25,000   PNC Bank N.A., 6.05%, 5/28/98.......      24,978
                                                   ---------
Brokerage Services (1.4%):
   25,000   Bear Stearns Co., Inc., 6.30%,
              4/16/98...........................      25,000
   15,000   Credit Suisse First Boston, 6.12%,
              3/31/98...........................      14,987
                                                   ---------
                                                      39,987
                                                   ---------
Computer Hardware (2.3%):
   43,500   IBM Credit Corp., 5.75%, 1/20/98....      43,494
   25,000   IBM Credit Corp., 6.07%, 5/19/98....      25,000
                                                   ---------
                                                      68,494
                                                   ---------
   Total Corporate Notes & Bonds                     133,459
                                                   ---------

PRINCIPAL                                          AMORTIZED
 AMOUNT             SECURITY DESCRIPTION              COST
- ---------   ------------------------------------   ----------
FUNDING AGREEMENTS (11.0%):
$  50,000   Allstate Life Insurance Co., 5.90%,
              8/29/97*..........................   $  50,000
  150,000   General American Life Insurance Co.,
              5.89%, 2/19/98*...................     150,001
   60,000   Peoples Security Life Insurance Co.,
              5.86%, 4/22/97*...................      60,000
   60,000   Providian Life & Health Insurance
              Co., 5.84%, 11/1/98*..............      60,000
                                                   ---------
   Total Funding Agreements                          320,001
                                                   ---------
U.S. GOVERNMENT AGENCY SECURITIES (1.7%):
Student Loan Marketing Assoc. (1.7%):
   50,000   5.26%, 9/28/98*.....................      50,000
                                                   ---------
   Total U.S. Government Agency Securities            50,000
                                                   ---------
YANKEE & EURODOLLAR (11.5%):
Banking (11.5%):
   50,000   ABN Amro Bank NV, 6.27%, 4/17/98....      49,989
   50,000   Bank of Nova Scotia - SCIOTABANK,
              5.95%, 6/30/98....................      49,971
   22,000   Deutsche Bank A.G., 6.20%, 4/8/98...      22,016
   23,500   Dresdner Bank A.G., 5.85%,
              2/13/98...........................      23,502
   12,000   Rabobank Nederland, 5.75%, 2/3/98...      11,978
   25,000   Royal Bank of Canada, 6.08%,
              5/20/98...........................      24,994
   25,000   Royal Bank Of Canada, 6.05%,
              6/8/98............................      24,989
   50,000   Societe Generale, 6.10%, 9/10/97....      50,031
   50,000   Societe Generale, 5.85%, 3/3/98.....      49,990
   25,000   Societe Generale, 6.18%, 5/6/98.....      24,994
                                                   ---------
   Total Yankee & Eurodollar                         332,454
                                                   ---------
REPURCHASE AGREEMENTS (4.1%):
  119,096   Prudential Securities, 6.05%, 7/1/97
              (Collateralized by $142,576
              various U.S. Government
              Securities, 0.00% - 6.62%,
              1/13/98 - 7/1/34, market
              value - $122,496).................     119,096
                                                   ---------
   Total Repurchase Agreements                       119,096
                                                   ---------
Total (Amortized Cost--$2,862,268) (a)             $2,862,268
                                                   =========
</TABLE>

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

Percentages indicated are based on net assets of $2,897,032.

(a) Cost and value for federal income tax and financial reporting purposes are
    the same.

 * Variable rate securities having liquidity agreements. The interest rate,
   which will change periodically, is based upon an index of market rates. The
   rate reflected on the Schedule of Portfolio Investments is the rate in effect
   at June 30, 1997.

See notes to financial statements.

                                       10

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
PRINCIPAL                                           AMORTIZED
 AMOUNT              SECURITY DESCRIPTION             COST
- ---------    ------------------------------------   --------
<S>          <C>                                    <C>
ANTICIPATION NOTES (8.3%):
Michigan (3.9%):
 $20,000     State Municipal Bond Authority,
               Series A, 4.50%, 7/3/97...........   $ 20,001
                                                    --------
Ohio (0.3%):
   1,750     Richland County, Clear Fork Valley
               Local School District, BAN, 4.20%,
               9/25/97...........................      1,753
                                                    --------
Puerto Rico (2.5%):
  13,000     Commonwealth of Puerto Rico, Trans-
               Series 97A, 4.00%, 7/30/97........     13,007
                                                    --------
Texas (1.6%):
   8,000     State Tax & Revenue, 4.75%,
               8/29/97...........................      8,015
                                                    --------
   Total Anticipation Notes                           42,776
                                                    --------
DAILY DEMAND NOTES (7.3%):
Alabama (1.0%):
   1,400     Phenix City, IDR for Mead, AMT,
               4.15%, 3/1/31, LOC: Bayerische
               Landesbank*.......................      1,400
   3,800     Phenix City, IDR for Mead, Series
               93-A, AMT, 4.15%, 6/1/28, LOC:
               Toronto Dominion Bank*............      3,800
                                                    --------
                                                       5,200
                                                    --------
Idaho (1.8%):
   9,345     Health Facility Authority Revenue,
               St. Lukes Regional Medical Center
               Project, 4.10%, 5/1/22, LOC:
               Credit Suisse*....................      9,345
                                                    --------
New York (1.0%):
   1,000     New York City Municipal Water
               Finance, 5.50%, 6/15/25, FGIC*....      1,000
   1,900     New York City, GO, Series B, 5.50%,
               10/1/20, FGIC*....................      1,900
   2,100     New York City, GO, Series B, 5.50%,
               10/1/22, FGIC*....................      2,100
                                                    --------
                                                       5,000
                                                    --------
North Dakota (0.8%):
   4,300     Grand Forks Health Care Revenue,
               United Hospital Obligation Group,
               Series 96A, 4.15%, 12/1/25, LOC:
               LaSalle National Bank*............      4,300
                                                    --------
Ohio (0.1%):
     600     State Air Quality Development
               Authority, Cincinnati Gas &
               Electric, 5.50%, 12/1/15, LOC:
               J.P. Morgan*......................        600
                                                    --------
Texas (2.6%):
  10,515     Brazos River Authority, PCR, Texas
               Utilities Electric Co. Project,
               AMT, 5.55%, 6/1/30, AMBAC*........     10,515

PRINCIPAL                                           AMORTIZED
 AMOUNT              SECURITY DESCRIPTION             COST
- ---------    ------------------------------------   --------
DAILY DEMAND NOTES, CONTINUED:
Texas, continued:
$  2,500     Brazos River Authority, PCR, Texas
               Utilities Electric Co., Series B,
               AMT, 5.55%, 6/1/30, LOC: Union
               Bank of Switzerland*..............   $  2,500
     100     Grapevine Industrial Development
               Corp., Multiple Mode Revenue
               Bonds, Series A4, 4.10%, 12/1/24,
               LOC: Morgan Guaranty*.............        100
     300     North Central Health Facility
               Development Corp. Revenue,
               Presbyterian Medical Center,
               Series D, 4.10%, 12/1/15, MBIA*...        300
                                                    --------
                                                      13,415
                                                    --------
  Total Daily Demand Notes                            37,860
                                                    --------
MONTHLY DEMAND NOTES (3.0%):
Arizona (0.4%):
   2,000     Chandler Industrial Development
               Authority, Parsons Municipal
               Project, 4.10%, 12/15/09, LOC:
               National Westminister*............      2,000
                                                    --------
Indiana (2.6%):
  13,700     Gary Environmental Improvement
               Revenue, U.S. Steel Corp. Project,
               4.10%, 7/15/02, LOC: Bank of Nova
               Scotia*...........................     13,700
                                                    --------
  Total Monthly Demand Notes.....................     15,700
                                                    --------
MUNICIPAL NOTES (4.7%):
Colorado (2.0%):
  10,000     State General Fund Series A, 4.50%,
               6/26/98...........................     10,063
                                                    --------
Idaho (0.5%):
   2,500     State Tansportation, 4.63%,
               6/30/98...........................      2,518
                                                    --------
Wisconsin (2.2%):
  11,405     Green Bay, Area Public School
               District, 3.84%, 2/2/98...........     11,407
                                                    --------
  Total Municipal Notes..........................     23,988
                                                    --------
PUT BONDS (7.1%):
Arizona (0.7%):
   3,600     Cochise County, PCR, Arizona
               Electric Power Corp., Series A,
               AMT, 3.50%, 9/1/24................      3,600
                                                    --------
Connecticut (0.9%):
   4,500     Special Assessment, Compensation
               Unemployment Revenue Bonds
               (CURBS), 3.90%, 11/15/01, FGIC....      4,500
                                                    --------
</TABLE>

Continued

                                       11

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
PRINCIPAL                                           AMORTIZED
 AMOUNT              SECURITY DESCRIPTION             COST
- ---------    ------------------------------------   ---------
<S>          <C>                                    <C>
PUT BONDS, CONTINUED:
Georgia (0.8%):
 $ 4,000     Burke County Development Authority,
               Oglethorpe Power, Series A, 3.60%,
               12/1/97, AMBAC....................   $  4,000
                                                    --------
Missouri (0.8%):
   4,175     State Environmental Improvement &
               Energy, Union Electric Co., Series
               B, 3.95%, 6/1/14, LOC: Union Bank
               of Switzerland....................      4,175
                                                    --------
North Dakota (0.4%):
   2,200     Mercer County, Solid Waste Disposal
               Revenue, National Rural Utility
               Power Project, Series U, 3.80%,
               12/1/97...........................      2,200
                                                    --------
Ohio (2.1%):
  11,000     Housing Finance Agency, Series 1997
               A-2, AMT, 3.65%, 3/2/98...........     11,000
                                                    --------
Oregon (0.9%):
   4,500     Oregon Housing & Community, Series
               96-R, AMT, 3.65%, 12/11/97........      4,500
                                                    --------
Wyoming (0.5%):
   2,500     Uinta County, PCR, Amoco Standard
               Oil Co., 3.90%, 12/1/12...........      2,500
                                                    --------
   Total Put Bonds                                    36,475
                                                    --------
TAX FREE COMMERCIAL PAPER (7.7%):
Alabama (1.1%):
   5,500     Phenix City, Industrial Development,
               Environmental Improvement Revenue,
               Mead, 3.80%, 7/7/97, LOC: ABN
               AMRO..............................      5,500
                                                    --------
Arizona (0.6%):
   3,100     Mesa, Municipal Development Corp.,
               Series A, 3.70%, 9/9/97, LOC: West
               Deutche Landes Bank...............      3,100
                                                    --------
Michigan (1.0%):
   5,080     State Building Authority, 3.80%,
               9/4/97, LOC: Canadian Imperial
               Commerce Bank.....................      5,080
                                                    --------
Ohio (1.5%):
   2,100     Air Quality Development Authority,
               CEI Co., Series B, 3.85%, 8/1/97,
               FGIC..............................      2,100
   5,500     Water Development Authority, CEI
               Co., 3.80%, 8/13/97, FGIC.........      5,500
                                                    --------
                                                       7,600
                                                    --------
Texas (2.6%):
   5,000     Brazos River Authority, PCR, Texas
               Utilities, 3.85%, 10/30/97,
               LOC: CIBC.........................      5,000
   5,900     Public Financing Authority, GO,
               3.63%, 8/14/97....................      5,900

PRINCIPAL                                           AMORTIZED
 AMOUNT              SECURITY DESCRIPTION             COST
- ---------    ------------------------------------   --------
TAX FREE COMMERCIAL PAPER, CONTINUED:
Texas, continued:
$  3,100     Public Financing Authority, GO,
               Series 93A, 3.20%, 8/11/97........   $  3,100
                                                    --------
                                                      14,000
                                                    --------
West Virginia (0.9%):
   4,500     State Public Authority Energy
               Revenue, Morgantown Assoc.
               Project, AMT, 3.85%, 3/1/17, LOC:
               Swiss Bank........................      4,500
                                                    --------
  Total Tax Free Commercial Paper                     39,780
                                                    --------
WEEKLY DEMAND NOTES (63.6%):
Alaska (0.9%):
   4,500     Anchorage, Higher Education Revenue,
               Alaska Pacific University, 4.25%,
               7/1/17, LOC: Seattle-First
               National Bank*....................      4,500
                                                    --------
Arkansas (1.6%):
   8,100     Clark County, Solid Waste Disposal
               Revenue, Reynolds Metals Co.
               Project, AMT, 4.20%, 8/1/22, LOC:
               Trust Co. Bank*...................      8,100
                                                    --------
Colorado (1.9%):
   3,000     Housing Finance Authority, Pool I,
               Series B, Coventry Village, 4.15%,
               10/15/16, FNMA*...................      3,000
   2,500     Student Obligation Bond Authority,
               90-A, AMT, 4.25%, 9/1/24,
               Sallie Mae*.......................      2,500
   4,400     Student Obligation Bond Authority,
               AMT, 4.25%, 7/1/20, Sallie Mae*...      4,400
                                                    --------
                                                       9,900
                                                    --------
Florida (1.9%):
  10,000     State Housing Finance Authority,
               Woodlands Apt. Project 85S, 4.15%,
               12/1/17, LOC: Citibank*...........     10,000
                                                    --------
Georgia (2.1%):
   7,000     De Kalb Private Hospital Authority
               Revenue, Egleston Children's
               Hospital, Series A, 4.20%, 3/1/24,
               LOC: SunTrust Bank*...............      7,000
   3,735     Gwinnett County Housing Authority,
               Herrington Woods Apts., Series
               96A, AMT, 4.25%, 9/15/26, LOC:
               KeyBank*..........................      3,735
                                                    --------
                                                      10,735
                                                    --------
Illinois (9.4%):
  11,300     Chicago O'Hare International Airport
               Revenue, Second Lien, Series B,
               AMT, 4.20%, 1/1/18, LOC: Societe
               Generale*.........................     11,300
</TABLE>

Continued

                                       12

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
PRINCIPAL                                           AMORTIZED
 AMOUNT              SECURITY DESCRIPTION             COST
- ---------    ------------------------------------   ---------
<S>          <C>                                    <C>
WEEKLY DEMAND NOTES, CONTINUED:
Illinois, continued:
$  3,700     Development Authority, Presbyterian
               Home Lake Forrest Place Project,
               4.15%, 9/1/31, LOC: LaSalle
               National Bank*....................   $  3,700
   5,200     Development Finance Authority
               Revenue, Aurora Central Catholic
               High School, 4.15%, 4/1/24, LOC:
               Northern Trust*...................      5,200
   4,500     Development Finance Authority
               Revenue, Roosevelt University
               Project, 4.15%, 4/1/25, LOC:
               American National Bank*...........      4,500
   5,900     Development Finance Authority
               Revenue, Special Facility, Little
               City Foundation, 4.15%, 2/1/19,
               LOC: LaSalle National Bank*.......      5,900
   1,625     Development Finance Authority
               Revenue, St. Paul's House Project,
               4.15%, 2/1/25, LOC: LaSalle
               National Bank*....................      1,625
   3,000     Health Facilities Authority Revenue,
               Washington & Jane Smith Home,
               4.25%, 7/1/26, LOC: Comerica
               Bank*.............................      3,000
   7,640     Jacksonville Industrial Project
               Revenue, AGI Inc. Project, AMT,
               4.40%, 2/1/26, LOC: Bank of
               America*..........................      7,640
   1,230     Lombard IDR, Chicago Roll Co.
               Project, 4.75%, 2/1/10, LOC:
               American National Bank*...........      1,230
   2,000     Orland Hills Multi-Family Mortgage
               Revenue, 88th Avenue Project,
               4.15%, 12/1/04, LOC: LaSalle
               National Bank*....................      2,000
   2,500     Regional Transport Authority Trust
               Receipts, 4.30%, 6/1/25, LOC:
               Societe Generale*.................      2,500
                                                    --------
                                                      48,595
                                                    --------
Indiana (8.2%):
   4,000     City of Madison, IDR, Series 1997,
               Century Tube Corp. Project,
               4.40%, 3/1/07, LOC: Bank of
               Tokyo-Mitsubishi, Ltd.*...........      4,000
  14,800     Health Facility Financing Authority,
               Rehabilitation Hospital, Inc.,
               4.20%, 11/1/20, LOC: National Bank
               of Detroit*.......................     14,800
   5,600     Indianapolis Economic Development
               Revenue, Children's Museum
               Project, 4.15%, 10/1/25, LOC:
               National Bank of Detroit*.........      5,600

<CAPTION>
PRINCIPAL                                           AMORTIZED
 AMOUNT              SECURITY DESCRIPTION             COST
- ---------    ------------------------------------   --------
WEEKLY DEMAND NOTES, CONTINUED:
Indiana, continued:
$  3,600     Jasper Economic Development Revenue,
               Best Chairs, Inc. Project, AMT,
               4.40%, 3/1/19, LOC:
               PNC Bank*.........................   $  3,600
  14,035     Rockport, PCR, Indiana & Michigan
               Electric Co., Series A, 4.20%,
               8/1/14, LOC: Swiss Bank*..........     14,035
                                                    --------
                                                      42,035
                                                    --------
Kentucky (0.5%):
   2,500     Mayfield, League of Cities Lease
               Finance Program 96, 4.30%, 7/1/26,
               LOC: PNC Bank*....................      2,500
                                                    --------
Michigan (6.0%):
  16,800     Higher Education Student Loan,
               Series B, AMT, 4.25%, 10/1/13,
               AMBAC*............................     16,800
     800     State Strategic Fund, Limited
               Obligation Revenue, Environmental
               Quality, AMT, 4.30%, 5/1/05, LOC:
               Comerica Bank*....................        800
   1,560     State Strategic Fund, Limited
               Obligation, Wayne Disposal Oakland
               Project, AMT, 4.30%, 3/1/05, LOC:
               Credit Suisse-First Boston*.......      1,560
  11,800     Wayne County Airport Revenue
               (Detriot Airport), Series B, AMT,
               4.20%, 12/1/16, LOC: Bayerische
               Landesbank*.......................     11,800
                                                    --------
                                                      30,960
                                                    --------
Nevada (5.1%):
  10,000     Clark County, IDR, Nevada Power Co.
               Project, Series A, 4.30%, 10/1/30,
               LOC: Barclays Bank*...............     10,000
   5,000     Clark County, Limited Tax GO, 1996
               Las Vegas Convention Trust
               Receipts, 4.30%, 7/1/26, FSA*.....      5,000
   2,215     Clark County, PCR, Nevada Power Co.
               Project, Series C, 4.20%, 10/1/30,
               LOC: Barclays Bank*...............      2,215
   9,300     Lancaster County, Hospital
               Authority, Bryan Memorial
               Hospital, 4.45%, 6/1/12, MBIA*....      9,300
                                                    --------
                                                      26,515
                                                    --------
</TABLE>

Continued

                                       13

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
PRINCIPAL                                           AMORTIZED
 AMOUNT              SECURITY DESCRIPTION             COST
- ---------    ------------------------------------   ---------
<S>          <C>                                    <C>
WEEKLY DEMAND NOTES, CONTINUED:
Ohio (7.5%):
 $ 6,700     Cuyahoga County, Cleveland Clinic
               Foundation, 4.05%, 1/1/26, LOC:
               Morgan Guaranty*..................   $  6,700
   3,000     Hamilton County, Health Alliance of
               Cincinnati, Series B, 4.15%,
               1/1/18, MBIA*.....................      3,000
   5,000     Hamilton County, Health Alliance of
               Cincinnati, Series F, 4.05%,
               1/1/18, MBIA*.....................      5,000
   6,300     State Air Quality Development
               Authority, JMG Funding Ltd.
               Partnership, AMT, 4.20%, 4/1/29,
               LOC: Societe Generale*............      6,300
   2,800     State Air Quality Development
               Revenue Bond, Timken Co. Project,
               AMT, 4.15%, 6/1/01, LOC: Credit
               Suisse*...........................      2,800
   5,500     State Water Development Authority
               Revenue, Timken Co. Project,
               4.15%, 5/1/07, LOC: Wachovia
               Bank*.............................      5,500
   4,625     Student Loan Funding Corp., 4.15%,
               12/29/98, LOC: Bank of America*...      4,625
   2,800     Student Loan Funding Corp., Loan
               Revenue, Series A-3, AMT, 4.30%,
               1/1/07, LOC: National
               Westminister*.....................      2,800
   2,000     Water Development Authority, Timken
               Co. Project, 4.15%, 6/1/01, LOC:
               Credit Suisse*....................      2,000
                                                    --------
                                                      38,725
                                                    --------
Pennsylvania (0.8%):
   4,000     Allegheny County, Hospital Revenue,
               General Hospital Obligation Group,
               Series B, 4.15%, 9/1/20, LOC:
               Morgan Guaranty*..................      4,000
                                                    --------
Rhode Island (1.0%):
   5,000     State Student Loan Revenue Bond #3,
               AMT, 4.25%, 6/1/26, LOC: National
               Westminister*.....................      5,000
                                                    --------
South Carolina (0.3%):
   1,700     Cherokee County, Industrial Revenue,
               Oshkosh Truck Corp. Project, AMT,
               4.35%, 8/1/19, LOC: Bank of Nova
               Scotia*...........................      1,700
                                                    --------
Tennessee (0.7%):
   3,800     Oak Ridge Industrial Development
               Board, Economic Development
               Revenue, Limited Obligation,
               4.20%, 5/1/09, LOC: ABN AMRO*.....      3,800
                                                    --------

PRINCIPAL                                           AMORTIZED
 AMOUNT              SECURITY DESCRIPTION             COST
- ---------    ------------------------------------   --------
WEEKLY DEMAND NOTES, CONTINUED:
Texas (10.5%):
 $14,100     Capital Health Facilities
               Development Corp., Island on Lake
               Travis Ltd. Project, AMT, 4.25%,
               12/1/16, LOC: Credit Suisse*......   $ 14,100
   6,500     Lower Colorado River Authority,
               Texas Electricity Revenue, 4.15%,
               1/1/13, MBIA*.....................      6,500
  10,000     Panhandle Plains Higher Education
               Inc., Student Loan Revenue, Series
               A, 4.25%, 6/1/21, LOC: Sallie
               Mae*..............................     10,000
   8,400     Panhandle Plains Higher Education
               Inc., Student Loan Revenue, Series
               A, AMT, 4.25%, 6/1/23, LOC: Sallie
               Mae*..............................      8,400
  14,900     San Antonio Health Facilities
               Development Corp., Hospital
               Revenue, Warm Springs
               Rehabilitation Foundation, Series
               A, 4.30%, 6/1/08, LOC:
               NationsBank*......................     14,900
                                                    --------
                                                      53,900
                                                    --------
Utah (1.3%):
   6,600     Salt Lake City Airport Revenue, Sub-
               Series A, 4.20%, 6/1/98, LOC:
               Credit Suisse*....................      6,600
                                                    --------
Washington (2.6%):
   4,425     Pierce County, NN Baking Co., AMT,
               4.30%, 7/1/03, LOC: U.S. Bank of
               Washington*.......................      4,425
   6,600     Port Vancouver, United Grain Corp.,
               Series 84A, 4.35%, 12/1/09, LOC:
               Sumitomo Bank, Ltd.*..............      6,600
   2,500     State GO, Municipal Securities,
               Trust Receipts, 4.30%, 7/1/16*,
               LOC: Societe General..............      2,500
                                                    --------
                                                      13,525
                                                    --------
West Virginia (1.3%):
   2,300     Marion County Community Solid Waste
               Disposal Facility Revenue, Grant
               Town, AMT, 4.30%, 10/1/17, LOC:
               National Westminster*.............      2,300
   4,600     Marion County, Community Solid Waste
               Disposal Facility Revenue, Grant
               Town, 4.25%, 10/1/17, LOC:
               National Westminster*.............      4,600
                                                    --------
                                                       6,900
                                                    --------
   Total Weekly Demand Notes                         327,990
                                                    --------
Total (Amortized Cost--$524,569) (a)                $524,569
                                                    ========
</TABLE>

Continued

                                       14

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

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

Percentages indicated are based on net assets of $515,605.
(a) Cost and value for federal income tax and financial reporting purposes are
    the same.

 * Variable rate securities having liquidity agreements. The interest rate,
   which will change periodically, is based upon an index of market rates. The
   rate reflected on the Schedule of Portfolio Investments is the rate in effect
   at June 30, 1997.

<TABLE>
<S>      <C>
AMBAC    Insured by AMBAC Indemnity Corp.
AMT      Alternative Minimum Tax Paper
BAN      Bond Anticipation Notes
FGIC     Insured by Financial Guaranty Insurance Corp.
FNMA     Insured by Federal National Mortgage Association
FSA      Insured by Financial Security Assurance
GO       General Obligation
IDR      Industrial Development Revenue
LOC      Letter of Credit
MBIA     Insured by Municipal Bond Insurance Association
PCR      Pollution Control Revenue
</TABLE>

See notes to financial statements.

                                       15

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Ohio Municipal Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
PRINCIPAL                                          AMORTIZED
 AMOUNT             SECURITY DESCRIPTION             COST
- ---------    -----------------------------------   ---------
<S>          <C>                                   <C>
ANTICIPATION NOTES (14.2%):
Ohio (14.2%):
 $   675     Butler County, BAN, 4.10%,
               3/20/98..........................    $   677
   2,000     Cleveland, 1996-A Cleveland Stadium
               Project, BAN, 4.50%, 10/15/97....      2,004
   1,000     Dublin City School District Notes,
               4.33%, 5/13/98...................      1,003
   2,090     Kent City Service Center, BAN,
               4.50%, 4/9/98....................      2,096
   2,175     Pickerington, Limited Tax GO, BAN,
               4.13%, 6/26/98...................      2,179
     750     Richland County, Clear Fork Valley
               Local School District, BAN,
               4.20%, 9/25/97...................        751
     600     Union County, Limited Tax GO, BAN,
               4.17%, 6/25/98...................        602
   1,500     University of Cincinnati, BAN,
               4.25%, 8/28/97...................      1,501
   1,500     University of Cincinnati, General
               Receipts, BAN, 4.25%, 3/19/98....      1,506
                                                    -------
   Total Anticipation Notes                          12,319
                                                    -------
DAILY DEMAND NOTES (12.5%):
Ohio (12.5%):
   1,300     Franklin County, Franciscan
               Sister-- St. Anthony Health
               System, 4.00%, 7/1/15, LOC:
               Chemical Bank*...................      1,300
     200     Paulding, Solid Waste, Lafarge
               Corp., 4.00%, 8/1/26, LOC: Royal
               Bank of Canada*..................        200
   4,000     State Air Quality Development
               Authority, Cincinnati Gas &
               Electric Co., 5.50%, 12/1/15,
               LOC: Union Bank of
               Switzerland*.....................      4,000
   4,000     State PCR, British Petroleum,
               4.05%, 5/1/22*...................      4,000
     900     Twinsburg, IDR, United Stationers
               Project, 4.40%, 12/1/11, LOC: PNC
               Bank*............................        900
     500     Water Development Authority, Series
               B, Mead Paper Co., 4.00%,
               11/1/15, LOC: Swiss Bank*........        500
                                                    -------
   Total Daily Demand Notes                          10,900
                                                    -------
MONTHLY DEMAND NOTES (6.7%):
Ohio (6.7%):
   5,800     Housing Finance Agency, Kenwood
               Retirement Project, 3.70%,
               12/1/15, LOC: Morgan Guaranty*...      5,800
                                                    -------
   Total Monthly Demand Notes                         5,800
                                                    -------
MUNICIPAL BONDS (1.2%):
Ohio (1.2%):
   1,000     Columbus, GO, 6.75%, 7/1/97........      1,000
                                                    -------
   Total Municipal Bonds                              1,000
                                                   --------

PRINCIPAL                                          AMORTIZED
 AMOUNT             SECURITY DESCRIPTION             COST
- ---------    -----------------------------------   --------
PUT BOND (4.6%):
Ohio (4.6%):
 $ 4,000     Housing Finance Agency, Series 1997
               A-2, AMT, 3.65%, 3/2/98, AIG:
               Guaranteed Investment Contract...    $ 4,000
                                                    -------
   Total Put Bond                                     4,000
                                                    -------
TAX FREE COMMERCIAL PAPER (4.6%):
Ohio (2.3%):
   1,000     Air Quality Development Authority,
               CEI Co., Series B, 3.80%,
               8/13/97, FGIC....................      1,000
   1,000     Water Development Authority, CEI
               Co., 3.70%, 7/15/97, FGIC........      1,000
                                                    -------
                                                      2,000
                                                    -------
Puerto Rico (2.3%):
   2,000     Government Development Bank, 3.75%,
               7/15/97..........................      2,000
                                                    -------
   Total Tax Free Commercial Paper                    4,000
                                                    -------
WEEKLY DEMAND NOTES (54.4%):
Ohio (54.4%):
   1,000     Butler County, Meadow Ridge
               Apartments, AMT, 4.15%, 11/15/30,
               FNMA Collateral Agreement*.......      1,000
   2,000     Butler County, Middletown Hospital
               Facilities, 4.15%, 11/1/17, LOC:
               Star Bank, N.A.*.................      2,000
     300     Cuyahoga County, IDR, Allen Group,
               Inc., 4.25%, 4/1/12, LOC:
               Dresdner Bank*...................        300
   1,600     Cuyahoga County, IDR, Allen Group,
               Inc., 4.10%, 12/1/15, LOC: Union
               Bank of Switzerland*.............      1,600
   3,200     Franklin County, Hospital Revenue,
               Holy Cross Health Systems, 4.15%,
               6/1/16, LIQ: Morgan Guaranty.....      3,200
   1,500     Franklin County, Hospital Revenue,
               Lutheran City, Inc. Project,
               4.15%, 5/1/15, LOC: National Bank
               of
               Detroit*.........................      1,500
   1,400     Franklin County, Inland Products,
               Inc., 4.40%, 6/1/04, LOC: PNC
               Bank*............................      1,400
   2,000     Franklin County, Ohio Multifamily
               Housing Revenue, Stonebridge
               Apartments, 4.40%, 6/1/27, LOC:
               Star Bank, N.A.*.................      2,000
   2,000     Geauga County, IDR, General Signal
               Corp., 4.30%, 4/1/04, LOC:
               Wachovia*........................      2,000
     400     Hamilton County, Economic
               Development Revenue, Cincinnati
               Performing Arts Center, 4.20%,
               6/15/05, LOC: Fifth Third
               Bank*............................        400
</TABLE>

Continued

                                       16

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Ohio Municipal Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                       JUNE 30, 1997
(Amounts in Thousands)

<TABLE>
<CAPTION>
PRINCIPAL                                          AMORTIZED
 AMOUNT             SECURITY DESCRIPTION             COST
- ---------    -----------------------------------   ---------
<S>          <C>                                   <C>
WEEKLY DEMAND NOTES, CONTINUED:
Ohio, continued:
 $ 3,325     Hamilton County, Health Alliance of
               Cincinnati, Series B, 4.15%,
               1/1/18, MBIA*....................    $ 3,325
   2,000     Hamilton County, Hospital
               Facilities Revenue, Bethesda
               Hospital,
               4.00%, 2/15/24, LOC:
               Rabobank Nederland*..............      2,000
   1,500     Hamilton County, Hospital
               Facilities Revenue, Children's
               Hospital Medical Center, 4.15%,
               5/15/17, LOC: PNC Bank *.........      1,500
   3,000     Housing Finance Agency, Spring
               Valley Apartments, 4.25%,
               12/15/29, LOC: Key Bank*.........      3,000
     500     Montgomery County, Sisters of
               Charity Health Care, 4.15%,
               5/15/25, LIQ: Toronto
               Dominion*........................        500
   2,295     Ohio State University, General
               Receipts, Series B, 4.15%,
               12/1/06*.........................      2,295
   1,000     Ross County, Ohio Hospital
               Facilities, Medical Center
               Project, 4.15%, 12/1/20, LOC:
               Fifth Third*.....................      1,000
   1,000     State Air Quality Development
               Authority, JMG Funding Ltd.
               Partnership, AMT, 4.20%, 4/1/29,
               LOC: Societe Generale*...........      1,000
   2,300     State Air Quality Development
               Authority, JMG Funding Ltd.
               Partnership, Series A, AMT,
               4.20%, 4/1/28, LOC: Societe
               Generale*........................      2,300
PRINCIPAL                                          AMORTIZED
 AMOUNT             SECURITY DESCRIPTION             COST
- ---------    -----------------------------------   --------
WEEKLY DEMAND NOTES, CONTINUED:
Ohio, continued:
 $ 3,000     State Air Quality Development
               Revenue Bond, Timken Co. Project,
               AMT, 4.15%, 6/1/01, LOC: Credit
               Suisse*..........................    $ 3,000
     950     State Higher Educational
               Facilities, Mount Union College,
               4.15%, 9/1/20, LOC: National Bank
               of Detroit*......................        950
   3,000     State Higher Educational
               Facilities, Oberlin College,
               4.00%, 10/1/15, SBPA: Morgan
               Guaranty*........................      3,000
   2,000     Student Loan Funding Corp., 4.15%,
               12/29/98, LOC: Bank of
               America*.........................      2,000
   2,000     Student Loan Funding Corp., 4.30%,
               1/1/07, LOC: National
               Westminister Bank*...............      2,000
   2,000     Water Development Authority, Timken
               Co. Project, 4.15%, 6/1/01, LOC:
               Credit Suisse*...................      2,000
   2,100     Wooster, IDR, Allen Group, Inc.,
               4.40%, 12/1/10, LOC: Union Bank
               of Switzerland*..................      2,100
                                                   --------
   Total Weekly Demand Notes                         47,370
                                                   --------
Total (Amortized Cost--$85,389) (a)                $ 85,389
                                                   ========
</TABLE>

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

Percentages indicated are based on net assets of $86,921.

(a) Cost and value for federal income tax and financial reporting purposes are
    the same.

 * Variable rate securities having liquidity agreements. The interest rate,
   which will change periodically, is based an index of market rates. The rate
   reflected on the Schedule of Portfolio Investments is the rate in effect at
   June 30, 1997.

<TABLE>
<S>     <C>
AMT     Alternative Minimum Tax Paper
BAN     Bond Anticipated Notes
FGIC    Insured by Financial Guaranty Insurance Corp.
FNMA    Insured by Federal National Mortgage Association
GO      General Obligation
IDR     Industrial Development Revenue
LIQ     Liquidity Agreement
LOC     Letter of Credit
MBIA    Insured by Municipal Bond Insurance Association
PCR     Pollution Control Revenue
SBPA    Standby Bond Purchase Agreement
</TABLE>

See notes to financial statements.

                                       17

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                               JUNE 30, 1997

<TABLE>
<CAPTION>
                                                     (Amounts in Thousands, except per share amounts)
<S>                                            <C>             <C>             <C>             <C>
                                                   U.S.
                                                 TREASURY                                          OHIO
                                                SECURITIES                      MUNICIPAL       MUNICIPAL
                                               MONEY MARKET    PRIME MONEY     MONEY MARKET    MONEY MARKET
                                                   FUND        MARKET FUND         FUND            FUND
                                               ------------     ----------     ------------    ------------
ASSETS:
Investments, at amortized cost..............    $  593,499      $2,743,172       $524,569        $ 85,389
Repurchase agreements, at cost..............     2,185,989         119,096             --              --
                                                ----------      ----------       --------        --------
Total.......................................     2,779,488       2,862,268        524,569          85,389
Cash........................................            --              --          1,513           1,323
Interest receivable.........................         5,867           9,048          3,715             499
Receivable for shares issued................            --          39,508             --              --
Prepaid expenses and other assets...........           813             401             83               1
                                                ----------      ----------       --------        --------
TOTAL ASSETS................................     2,786,168       2,911,225        529,880          87,212
                                                ----------      ----------       --------        --------
LIABILITIES:
Dividends payable...........................        11,437          12,944          1,482             239
Payable to brokers for investments
  purchased.................................            --              --         12,581              --
Accrued expenses and other payables:
     Investment advisory fees...............           554             698            110              18
     Administration fees....................           367             374             72               8
     12b-1 fees.............................           108              67              9               7
     Accounting and transfer agent fees.....            --               3             --               5
     Other..................................           113             107             21              14
                                                ----------      ----------       --------        --------
TOTAL LIABILITIES...........................        12,579          14,193         14,275             291
                                                ----------      ----------       --------        --------
NET ASSETS:
Capital.....................................     2,773,395       2,897,025        515,748          87,012
Undistributed (distributions in excess of)
  net investment income.....................            43               7           (130)            (75)
Accumulated undistributed net realized gains
  (losses) from investment transactions.....           151              --            (13)            (16)
                                                ----------      ----------       --------        --------
NET ASSETS..................................    $2,773,589      $2,897,032       $515,605        $ 86,921
                                                ==========      ==========       ========        ========
Net Assets
     Fiduciary..............................    $2,243,376      $2,563,768       $467,420        $ 56,442
     Class A................................       530,164         332,646         48,185          30,479
     Class B................................            49             618             --              --
                                                ----------      ----------       --------        --------
Total.......................................    $2,773,589      $2,897,032       $515,605        $ 86,921
                                                ==========      ==========       ========        ========
Outstanding units of beneficial interest
     Fiduciary..............................     2,243,208       2,563,763        467,546          56,481
     Class A................................       530,136         332,643         48,200          30,506
     Class B................................            49             619             --              --
                                                ----------      ----------       --------        --------
Total.......................................     2,773,393       2,897,025        515,746          86,987
                                                ==========      ==========       ========        ========
Net asset value--offering and redemption
  price per share (Fiduciary, Class A and
  Class B shares)...........................         $1.00           $1.00          $1.00           $1.00
                                                     =====           =====          =====           =====
</TABLE>

See notes to financial statements.

                                       18

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS                        FOR THE YEAR ENDED JUNE 30, 1997

<TABLE>
<CAPTION>
                                                                  (Amounts in Thousands)
<S>                                            <C>             <C>             <C>             <C>
                                                   U.S.
                                                 TREASURY                                          OHIO
                                                SECURITIES                      MUNICIPAL       MUNICIPAL
                                               MONEY MARKET    PRIME MONEY     MONEY MARKET    MONEY MARKET
                                                   FUND        MARKET FUND         FUND            FUND
                                               ------------    ------------    ------------    ------------
INVESTMENT INCOME:
Interest income.............................     $133,807        $154,583        $ 18,652         $3,112
Dividend income.............................           --              --             168             67
Income from securities lending..............          204               9              --             --
                                                 --------        --------        --------         ------
TOTAL INCOME................................      134,011         154,592          18,820          3,179
                                                 --------        --------        --------         ------
EXPENSES:
Investment advisory fees....................        8,665           9,724           1,836            268
Administration fees.........................        4,093           4,594             867            148
12b-1 fees (Class A)........................        1,191           1,178             148            128
12b-1 fees (Class B)........................           --               2              --             --
Custodian and accounting fees...............          192             177              16             14
Legal and audit fees........................           93             106              18              4
Organization costs..........................           --              --              --              1
Trustees' fees and expenses.................           26              29               5              1
Transfer agent fees.........................          470             266               7             20
Registration and filing fees................          384             438             114             14
Printing costs..............................          132             146              29              5
Other.......................................           70              81               4              1
                                                 --------        --------        --------         ------
Total expense before waivers................       15,316          16,741           3,044            604
Less waivers................................       (3,135)         (2,504)           (681)          (152)
                                                 --------        --------        --------         ------
NET EXPENSES................................       12,181          14,237           2,363            452
                                                 --------        --------        --------         ------
Net Investment Income.......................      121,830         140,355          16,457          2,727
                                                 --------        --------        --------         ------
REALIZED GAINS (LOSSES) FROM INVESTMENT
  TRANSACTIONS:
Net realized gains (losses) from investment
  transactions..............................          190              27             (10)           (15)
                                                 --------        --------        --------         ------
Net increase in net assets resulting from
  operations................................     $122,020        $140,382        $ 16,447         $2,712
                                                 ========        ========        ========         ======
</TABLE>
See notes to financial statements.

                                       19

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
                                                                (Amounts in Thousands)
                            U.S. TREASURY
                          SECURITIES MONEY               PRIME MONEY               MUNICIPAL MONEY         OHIO MUNICIPAL MONEY
                             MARKET FUND                 MARKET FUND                 MARKET FUND                MARKET FUND
                      -------------------------   -------------------------   -------------------------   -----------------------

                      YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED    YEAR ENDED   YEAR ENDED
                       JUNE 30,      JUNE 30,      JUNE 30,      JUNE 30,      JUNE 30,      JUNE 30,      JUNE 30,     JUNE 30,
                         1997          1996          1997          1996          1997          1996          1997         1996
                      -----------   -----------   -----------   -----------   -----------   -----------   ----------   ----------
<S>                   <C>           <C>           <C>           <C>           <C>           <C>           <C>          <C>
FROM INVESTMENT
 ACTIVITIES:
OPERATIONS:
   Net investment
     income.........  $  121,830    $   80,358    $  140,355    $  130,413    $   16,457    $   19,034    $   2,727    $   2,941
   Net realized
     gains (losses)
     from investment
     transactions...         190            (9)           27             9           (10)           (4)         (15)          --
                      ----------    ----------    ----------    ----------    ----------    ----------    ---------    ---------
Change in net assets
 resulting from
 operations.........     122,020        80,349       140,382       130,422        16,447        19,030        2,712        2,941
                      ----------    ----------    ----------    ----------    ----------    ----------    ---------    ---------
DISTRIBUTIONS TO
 FIDUCIARY
 SHAREHOLDERS:
   From net
     investment
     income.........    (105,790)      (75,330)     (124,100)     (116,410)      (15,228)      (17,075)      (1,662)      (1,588)
   In excess of net
     investment
     income.........          --            --            --            --            --            --           --          (22)
   From net realized
     gains from
     investment
     transactions...          (5)           --            --            --            --            (4)          --           --
DISTRIBUTIONS TO
 CLASS A
 SHAREHOLDERS:
   From net
     investment
     income.........     (16,039)       (5,012)      (16,246)      (13,976)       (1,229)       (1,947)      (1,065)      (1,353)
   In excess of net
     investment
     income.........          --            --            --            --            --            --           --          (19)
DISTRIBUTIONS TO
 CLASS B
 SHAREHOLDERS:
   From net
     investment
     income.........          (1)           --            (9)           --            --            --           --           --
                      ----------    ----------    ----------    ----------    ----------    ----------    ---------    ---------
Change in net assets
 from shareholder
 distributions......    (121,835)      (80,342)     (140,355)     (130,386)      (16,457)      (19,026)      (2,727)      (2,982)
                      ----------    ----------    ----------    ----------    ----------    ----------    ---------    ---------
CAPITAL
 TRANSACTIONS:
   Proceeds from
     shares
     issued.........   6,413,072     4,000,794     6,677,852     5,382,651     1,311,970     1,409,174      359,395      337,815
   Proceeds from
     shares issued
     in connection
     with
     acquisition....          --       356,742            --            --            --            --           --           --
   Dividends
     reinvested.....       9,274         4,792        16,726        14,099         1,285         1,889        1,067        1,337
   Cost of shares
     redeemed.......  (5,604,396)   (3,683,695)   (6,299,509)   (5,062,234)   (1,308,167)   (1,394,801)    (370,573)    (329,660)
                      ----------    ----------    ----------    ----------    ----------    ----------    ---------    ---------
Change in net assets
 from share
 transactions.......     817,950       678,633       395,069       334,516         5,088        16,262      (10,111)       9,492
                      ----------    ----------    ----------    ----------    ----------    ----------    ---------    ---------
Change in Net
 Assets.............     818,135       678,640       395,096       334,552         5,078        16,266      (10,126)       9,451
NET ASSETS:
   Beginning of
     period.........   1,955,454     1,276,814     2,501,936     2,167,384       510,527       494,261       97,047       87,596
                      ----------    ----------    ----------    ----------    ----------    ----------    ---------    ---------
   End of period....  $2,773,589    $1,955,454    $2,897,032    $2,501,936    $  515,605    $  510,527    $  86,921    $  97,047
                      ==========     =========    ==========    ==========    ==========    ==========    =========    =========
SHARE TRANSACTIONS:
   Issued...........   6,413,072     4,000,794     6,677,852     5,382,651     1,311,970     1,409,174      359,395      337,815
   Issued in
     connection with
     acquisition....          --       356,742            --            --            --            --           --           --
   Reinvested.......       9,274         4,792        16,726        14,099         1,285         1,889        1,067        1,337
   Redeemed.........  (5,604,396)   (3,683,695)   (6,299,509)   (5,062,234)   (1,308,167)   (1,394,801)    (370,573)    (329,660)
                      ==========     =========    ==========    ==========    ==========    ==========     ========     ========
Change in shares....     817,950       678,633       395,069       334,516         5,088        16,262      (10,111)       9,492
                      ==========     =========    ==========    ==========    ==========    ==========     ========     ========
Undistributed
 (distributions in
 excess of) net
 investment income
 included in net
 assets:
   End of Period....  $       43    $       43             7    $        7    $     (130)   $     (127)   $     (75)   $     (51)
                      ==========    ==========    ==========    ==========    ==========    ==========    =========    =========
</TABLE>

See notes to financial statements.

                                       20
<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS                                      JUNE 30, 1997

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 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. Each Fund is a diversified mutual
   fund, except 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. Pursuant to the Agreement all of the assets and liabilities of each
   Paragon Fund transferred to a fund of The One Group in exchange for shares of
   the corresponding fund of The One Group. Changes in net assets and financial
   highlights for periods prior to the reorganization, March 25, 1996, are
   presented for the funds of The One Group only.

   The Funds' investment objectives are as follows:

<TABLE>
<CAPTION>
                         FUND                                            OBJECTIVE
      -------------------------------------------     ------------------------------------------------
      <S>                                             <C>
      U.S. Treasury Securities Money Market Fund      Current income with liquidity and stability of
                                                       principal.

      Prime Money Market Fund                         Current income with liquidity and stability of
                                                       principal.

      Municipal Money Market Fund                     As high a level of current interest income
                                                       exempt from Federal income taxes as is
                                                       consistent with the preservation of capital and
                                                       stability of principal.

      Ohio Municipal Money Market Fund                As high a level of current interest income
                                                       exempt from Federal income taxes and Ohio
                                                       personal income tax as is consistent with the
                                                       preservation of capital and stability of
                                                       principal.
</TABLE>

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. 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.

       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 Banc
   One Investment Advisors Corporation (the "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

Continued

                                       21

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

   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.
   Repurchase agreements are considered to be loans by a fund under the 1940
   Act.

       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 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
   Advisor to be of good standing and creditworthy under guidelines established
   by the Board of Trustees and when, in the judgment of the Advisor, 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 June 30, 1997, the following Fund had securities
   with the following amortized cost on loan (amount in thousands):

<TABLE>
<CAPTION>
                                                                            AMORTIZED COST
                                                                               OF LOANED
                                                                              SECURITIES
                                                                            ---------------
            <S>                                                             <C>
            U.S. Treasury Securities Money Market Fund...................      $307,101
</TABLE>

       The loaned securities were fully collateralized by cash and U.S.
       Government securities as of June 30, 1997.

       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

Continued

                                       22

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

       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. Permanent book and tax differences, if any, have been
       reclassified among the components of net assets.

       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. The Trust is registered to offer forty series
   and five classes of shares: Fiduciary, Class A, Class B, Class C and Service.
   Currently, the Trust consists of thirty three active funds and not all funds
   can offer all classes of shares. During the year ended June 30, 1995, Service
   Shares transferred to Class A Shares. As of June 30, 1997 there were no
   shareholders in Class C or the Service Class of the Funds. 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, 1997 and 1996:

<TABLE>
<CAPTION>
                                                                                (Amounts in Thousands)
                                                                U.S. TREASURY SECURITIES            PRIME MONEY
                                                                   MONEY MARKET FUND                MARKET FUND
                                                               --------------------------    --------------------------
                                                               YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED
                                                                JUNE 30,       JUNE 30,       JUNE 30,       JUNE 30,
                                                                  1997           1996           1997           1996
                                                               -----------    -----------    -----------    -----------
<S>                                                            <C>            <C>            <C>            <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
  Proceeds from shares issued...............................   $4,920,570     $ 3,573,870    $4,681,923     $ 4,119,886
  Proceeds from shares issued in connection with
    acquisition.............................................           --         333,798            --              --
  Dividends reinvested......................................          521             345         1,986           1,683
  Cost of shares redeemed...................................   (4,522,461)     (3,241,505)   (4,306,729)     (3,900,430)
                                                               ----------     -----------    ----------     -----------
  Change in net assets from Fiduciary share transactions....      398,630         666,508       377,180         221,139
                                                               ==========     ===========    ==========     ===========
CLASS A SHARES:
  Proceeds from shares issued...............................   $1,492,429     $   426,924    $1,994,727     $ 1,262,765
  Proceeds from shares issued in connection with
    acquisition.............................................           --          22,944            --              --
  Dividends reinvested......................................        8,752           4,447        14,734          12,416
  Cost of shares redeemed...................................   (1,081,910)       (442,190)   (1,992,191)     (1,161,804)
                                                               ----------     -----------    ----------     -----------
  Change in net assets from Class A share transactions......   $  419,271     $    12,125    $   17,270     $   113,377
                                                               ==========     ===========    ==========     ===========
CLASS B SHARES:
  Proceeds from shares issued...............................   $       73                    $    1,202
  Dividends reinvested......................................            1                             6
  Cost of shares redeemed...................................          (25)                         (589)
                                                               ----------                    ----------
  Change in net assets from Class B share transactions......   $       49                    $      619
                                                               ==========                    ==========
</TABLE>

Continued

                                       23

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

<TABLE>
<CAPTION>
                                                                                (Amounts in Thousands)
                                                                U.S. TREASURY SECURITIES            PRIME MONEY
                                                                   MONEY MARKET FUND                MARKET FUND
                                                               --------------------------    --------------------------
                                                               YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED
                                                                JUNE 30,       JUNE 30,       JUNE 30,       JUNE 30,
                                                                  1997           1996           1997           1996
                                                               -----------    -----------    -----------    -----------
<S>                                                            <C>            <C>            <C>            <C>
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
  Issued....................................................    4,920,570       3,573,870     4,681,923       4,119,886
  Issued in connection with acquisition.....................           --         333,798            --              --
  Reinvested................................................          521             345         1,986           1,683
  Redeemed..................................................   (4,522,461)     (3,241,505)   (4,306,729)     (3,900,430)
                                                               ----------     -----------    ----------     -----------
  Change in Fiduciary Shares................................      398,630         666,508       377,180         221,139
                                                               ==========     ===========    ==========     ===========
CLASS A SHARES:
  Issued....................................................    1,492,429         426,924     1,994,727       1,262,765
  Issued in connection with acquisition.....................           --          22,944            --              --
  Reinvested................................................        8,752           4,447        14,734          12,416
  Redeemed..................................................   (1,081,910)       (442,190)   (1,992,191)     (1,161,804)
                                                               ----------     -----------    ----------     -----------
  Change in Class A Shares..................................      419,271          12,125        17,270         113,377
                                                               ==========     ===========    ==========     ===========
CLASS B SHARES:
  Issued....................................................           73                         1,202
  Reinvested................................................            1                             6
  Redeemed..................................................          (25)                         (589)
                                                               ----------                    ----------
  Change in Class B Shares..................................           49                           619
                                                               ==========                    ==========
</TABLE>

<TABLE>
<CAPTION>
                                                                 MUNICIPAL MONEY MARKET         OHIO MUNICIPAL MONEY
                                                                          FUND                      MARKET FUND
                                                               --------------------------    --------------------------
                                                               YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED
                                                                JUNE 30,       JUNE 30,       JUNE 30,       JUNE 30,
                                                                  1997           1996           1997           1996
                                                               -----------    -----------    -----------    -----------
<S>                                                            <C>            <C>            <C>            <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
  Proceeds from shares issued...............................   $1,104,184     $ 1,109,221    $  178,921     $   165,403
  Dividends reinvested......................................          138             114            87              62
  Cost of shares redeemed...................................   (1,096,700)     (1,087,267)     (178,473)       (161,325)
                                                               ----------     -----------    ----------     -----------
  Change in net assets from Fiduciary share transactions....   $    7,622     $    22,068    $      535     $     4,140
                                                               ==========     ===========    ==========     ===========
CLASS A SHARES:
  Proceeds from shares issued...............................   $  207,786     $   299,953    $  180,474     $   172,412
  Dividends reinvested......................................        1,147           1,775           980           1,275
  Cost of shares redeemed...................................     (211,467)       (307,534)     (192,100)       (168,335)
                                                               ----------     -----------    ----------     -----------
  Change in net assets from Class A share transactions......   $   (2,534)    $    (5,806)   $  (10,646)    $     5,352
                                                               ==========     ===========    ==========     ===========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
  Issued....................................................    1,104,184       1,109,221       178,921         165,403
  Reinvested................................................          138             114            87              62
  Redeemed..................................................   (1,096,700)     (1,087,267)     (178,473)       (161,325)
                                                               ----------     -----------    ----------     -----------
  Change in Fiduciary Shares................................        7,622          22,068           535           4,140
                                                               ==========     ===========    ==========     ===========
</TABLE>

Continued

                                       24

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

<TABLE>
<CAPTION>
                                                                 MUNICIPAL MONEY MARKET         OHIO MUNICIPAL MONEY
                                                                          FUND                      MARKET FUND
                                                               YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED
                                                                JUNE 30,       JUNE 30,       JUNE 30,       JUNE 30,
                                                                  1997           1996           1997           1996
                                                               -----------    -----------    -----------    -----------
<S>                                                            <C>            <C>            <C>            <C>
CLASS A SHARES:
  Issued....................................................      207,786         299,953       180,474         172,412
  Reinvested................................................        1,147           1,775           980           1,275
  Redeemed..................................................     (211,467)       (307,534)     (192,100)       (168,335)
                                                               ----------     -----------    ----------     -----------
  Change in Class A Shares..................................       (2,534)         (5,806)      (10,646)          5,352
                                                               ==========     ===========    ==========     ===========
</TABLE>

4. INVESTMENT ADVISORY, ADMINISTRATIVE, AND DISTRIBUTION AGREEMENTS:

   The Trust and 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 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 paid monthly, at an annual rate of 0.20% on
   each Fund's average daily net assets on the first $1.5 billion of Trust net
   assets (excluding the Investor Growth Fund, the Investor Growth & Income
   Fund, the Investor Conservative Growth Fund and the Investor Balanced Fund
   (the "Investor Funds") and 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 Investor Funds
   and the Institutional Money Market Funds); and 0.16% on Trust net assets
   (excluding the Investor Funds and the Institutional Money Market Funds) over
   $2 billion. The Advisor also serves as Sub-Administrator to each Fund of the
   Trust, pursuant to an agreement between the Administrator and the Advisor.
   Pursuant to this agreement, the Advisor performs many of the Administrator's
   duties, for which the Advisor receives a fee paid by the Administrator.

   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, Class B Shares and Service Class Shares are
   subject to distribution and shareholder services plans (the "Plans") 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, 1.00% of the average daily net assets of Class B
   and C 0.75% of the average daily net assets of the Service Class Shares of
   each of the Funds. 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 of 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 Advisor), 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 Administrator. Such
   officers receive no compensation from the Funds for serving in their
   respective roles.

Continued

                                       25

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

   The Advisor, Administrator and the Distributor voluntarily agreed to waive a
   portion of their fees and to reimburse the Funds for certain expenses. For
   the year ended June 30, 1997, fees in the following amounts were waived from
   the Funds (amounts in thousands):

<TABLE>
<CAPTION>
                                                                  INVESTMENT                        12B-1 FEES
                                                                 ADVISORY FEES    ADMINISTRATION      WAIVED
                                                                    WAIVED         FEES WAIVED       CLASS A
                                                                 -------------    --------------    ----------
   <S>                                                           <C>              <C>               <C>
   U.S. Treasury Securities Money Market Fund.................      $ 2,743            $ 52            $340
   Prime Money Market Fund....................................        1,899             269             336
   Municipal Money Market Fund................................          594              45              42
   Ohio Municipal Money Market Fund...........................           36              79              37
</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.

6. REORGANIZATION:

   The Trust entered an Agreement and Plan of Reorganization with Paragon
   pursuant to which all of the assets and liabilities of each Paragon Fund
   transferred to a fund of The One Group in exchange for shares of the
   corresponding fund of The One Group. The Paragon Treasury Money Market Fund
   transferred its assets and liabilities to the U.S. Treasury Securities Money
   Market Fund. The reorganization, which qualified as a tax-free exchange for
   federal income tax purposes, was completed on March 25, 1996 following
   approval by shareholders of the Paragon Portfolio at a special shareholder
   meeting. The following is a summary of shares outstanding, net assets and net
   asset value per share immediately before and after the reorganization:

<TABLE>
<CAPTION>
                                                     BEFORE REORGANIZATION
                                                  ----------------------------    REORGANIZATION
                                                                      U.S.        --------------
                                                    PARAGON         TREASURY      U.S. TREASURY
                                                    TREASURY       SECURITIES       SECURITIES
                                                  MONEY MARKET    MONEY MARKET     MONEY MARKET
                                                      FUND            FUND             FUND
                                                  ------------    ------------    --------------
            <S>                                   <C>             <C>             <C>
            Shares (000).......................      356,742        1,735,489        2,092,231
            Net Assets (000)...................     $356,742       $1,735,505       $2,092,247
            Net Asset Value:
                 Fiduciary.....................                    $     1.00       $     1.00
                 Class A.......................     $   1.00       $     1.00       $     1.00
</TABLE>

Continued

                                       26

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

7. FEDERAL TAX INFORMATION (UNAUDITED):

   At June 30, 1997, the following Funds had capital loss carryforwards which
   are available to offset future capital gains, if any (amounts in thousands):

<TABLE>
<CAPTION>
                                                                                    OHIO
                                                                   MUNICIPAL      MUNICIPAL
                                                                     MONEY          MONEY
                                                                  MARKET FUND    MARKET FUND
                                                                  -----------    -----------
            <S>                                                   <C>            <C>
            Expiring in 2003...................................       $--            $--(b)
            Expiring in 2004...................................         3             --(b)
            Expiring in 2005...................................        10              8
</TABLE>

   Capital losses incurred after October 31 within the Fund's fiscal year are
   deemed to arise on the first business day of the following fiscal year. The
   Ohio Municipal Money Market Fund incurred and will elect to defer such
   capital losses in the amount of approximately $7,000.

   Distributions declared from tax-exempt income during the fiscal year ended
   June 30, 1997 are as follows (amounts in thousands):

<TABLE>
            <S>                                                                  <C>
            Municipal Money Market Fund.......................................   $16,231
            Ohio Municipal Money Market Fund..................................   $ 2,741
</TABLE>

(b) Amounts less than $1,000.

                                       27

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                    U.S. TREASURY SECURITIES MONEY MARKET FUND
                                                          --------------------------------------------------------------
                                                                                    FIDUCIARY
                                                          --------------------------------------------------------------
                                                                                YEARS ENDED JUNE 30,
                                                          --------------------------------------------------------------

                                                             1997          1996          1995         1994        1993
                                                          ----------    ----------    ----------    --------    --------
<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................................        0.050         0.052         0.050       0.030       0.029
                                                          ----------    ----------    ----------    --------    --------
Less: Distributions
  Net investment income................................       (0.050)(a)    (0.052)       (0.050)     (0.030)     (0.029)
                                                          ----------    ----------    ----------    --------    --------
NET ASSET VALUE,
  END OF PERIOD........................................   $    1.000    $    1.000    $    1.000    $  1.000    $  1.000
                                                          ==========    ==========    ==========    ========    ========
Total Return...........................................         5.07%         5.34%         5.07%       3.01%       2.89%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)....................   $2,243,376    $1,844,590    $1,178,091    $969,326    $492,862
  Ratio of expenses to average net assets..............         0.46%         0.42%         0.41%       0.40%       0.45%
  Ratio of net investment income to average net
    assets.............................................         4.95%         5.17%         4.96%       3.02%       2.85%
  Ratio of expenses to average net assets*.............         0.57%         0.56%         0.59%       0.58%       0.67%
  Ratio of net investment income to average net
    assets*............................................         4.84%         5.03%         4.78%       2.84%       2.63%
</TABLE>

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

 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Includes $.000002 short term capital gain.

See notes to financial statements.

                                       28

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                      U.S. TREASURY SECURITIES MONEY MARKET FUND
                                                                 -----------------------------------------------------
                                                                                         CLASS A
                                                                 -----------------------------------------------------
                                                                                   YEARS ENDED JUNE 30,
                                                                 -----------------------------------------------------

                                                                   1997        1996       1995       1994       1993
                                                                 --------    --------    -------    -------    -------
<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.......................................      0.047       0.050      0.047      0.027      0.026
                                                                 --------    --------    -------    -------    -------
Less: Distributions
  Net investment income.......................................     (0.047)(a)   (0.050)   (0.047)    (0.027)    (0.026)
                                                                 --------    --------    -------    -------    -------
NET ASSET VALUE,
  END OF PERIOD...............................................   $  1.000    $  1.000    $ 1.000    $ 1.000    $ 1.000
                                                                 ========    ========    =======    =======    =======
Total Return..................................................       4.81%       5.08%      4.81%      2.76%      2.63%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...........................   $530,164    $110,864    $98,723    $53,423    $30,759
  Ratio of expenses to average net assets.....................       0.72%       0.67%      0.66%      0.63%      0.65%
  Ratio of net investment income to average net assets........       4.71%       4.92%      4.71%      2.81%      2.52%
  Ratio of expenses to average net assets*....................       0.93%       0.91%      0.94%      0.87%      1.02%
  Ratio of net investment income to average net assets*.......       4.50%       4.68%      4.43%      2.57%      2.15%
</TABLE>

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

 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Includes $.000002 short term capital gain.

See notes to financial statements.

                                       29

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                                          U.S. TREASURY SECURITIES
                                                                                             MONEY MARKET FUND
                                                                                          ------------------------
                                                                                                  CLASS B
                                                                                          ------------------------

                                                                                                NOVEMBER 21,
                                                                                                  1996 TO
                                                                                                  JUNE 30,
                                                                                                  1997(a)
                                                                                          -----------------------
<S>                                                                                       <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD..................................................................            $1.000
                                                                                                   ------
Investment Activities
  Net investment income................................................................             0.024
                                                                                                   ------
Less: Distributions
  Net investment income................................................................            (0.024)(b)
                                                                                                   ------
NET ASSET VALUE,
  END OF PERIOD........................................................................            $1.000
                                                                                          =======================
Total Return...........................................................................              2.44%(c)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)....................................................            $   49
  Ratio of expenses to average net assets..............................................              1.48%(d)
  Ratio of net investment income to average net assets.................................              3.97%(d)
  Ratio of expenses to average net assets*.............................................              1.59%(d)
  Ratio of net investment income to average net assets*................................              3.86%(d)
</TABLE>

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

 *  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) Includes $.000002 short term capital gain.
(c) Not annualized.
(d) Annualized.

See notes to financial statements.

                                       30

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                            PRIME MONEY MARKET FUND
                                                        ----------------------------------------------------------------
                                                                                     FIDUCIARY
                                                        ----------------------------------------------------------------
                                                                                YEARS ENDED JUNE 30,
                                                        ----------------------------------------------------------------

                                                           1997          1996          1995          1994         1993
                                                        ----------    ----------    ----------    ----------    --------
<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..............................        0.051         0.054         0.052         0.031       0.030
                                                        ----------    ----------    ----------    ----------    --------
Less: Distributions
  Net investment income..............................       (0.051)       (0.054)       (0.052)       (0.031)     (0.030)
                                                        ----------    ----------    ----------    ----------    --------
NET ASSET VALUE,
  END OF PERIOD......................................   $    1.000    $    1.000    $    1.000    $    1.000    $  1.000
                                                        ==========    ==========    ==========    ==========    ========
Total Return.........................................         5.20%         5.49%         5.34%         3.19%       3.09%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)..................   $2,563,768    $2,186,562    $1,965,416    $1,600,876    $979,275
  Ratio of expenses to average net assets............         0.48%         0.44%         0.41%         0.40%       0.44%
  Ratio of net investment income to average net
    assets...........................................         5.08%         5.34%         5.27%         3.18%       3.05%
  Ratio of expenses to average net assets*...........         0.56%         0.55%         0.57%         0.59%       0.62%
  Ratio of net investment income to average net
    assets*..........................................         5.00%         5.23%         5.12%         2.99%       2.87%
</TABLE>

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

 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.

See notes to financial statements.

                                       31

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                               PRIME MONEY MARKET FUND
                                                                ------------------------------------------------------
                                                                                        CLASS A
                                                                ------------------------------------------------------
                                                                                   YEARS ENDED JUNE 30,
                                                                ------------------------------------------------------

                                                                  1997        1996        1995       1994       1993
                                                                --------    --------    --------    -------    -------
<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......................................      0.048       0.051       0.050      0.027      0.030
                                                                --------    --------    --------    -------    -------
Less: Distributions
  Net investment income......................................     (0.048)     (0.051)     (0.050)    (0.027)    (0.030)
                                                                --------    --------    --------    -------    -------
NET ASSET VALUE,
  END OF PERIOD..............................................   $  1.000    $  1.000    $  1.000    $ 1.000    $ 1.000
                                                                ========    ========    ========    =======    =======
Total Return.................................................       4.94%       5.22%       5.08%      2.93%      2.83%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)..........................   $332,646    $315,374    $201,968    $74,759    $61,106
  Ratio of expenses to average net assets....................       0.73%       0.69%       0.67%      0.65%      0.65%
  Ratio of net investment income to average net assets.......       4.83%       5.09%       5.02%      2.92%      2.67%
  Ratio of expenses to average net assets*...................       0.91%       0.90%       0.92%      0.90%      0.99%
  Ratio of net investment income to average net assets*......       4.65%       4.88%       4.77%      2.67%      2.33%
</TABLE>

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

 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.

See notes to financial statements.

                                       32

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                                        PRIME MONEY MARKET FUND
                                                                                        -----------------------
                                                                                                CLASS B
                                                                                        -----------------------

                                                                                             NOVEMBER 21,
                                                                                                1996 TO
                                                                                               JUNE 30,
                                                                                                1997(a)
                                                                                             ------------
<S>                                                                                     <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD................................................................           $ 1.000
                                                                                                -------
Investment Activities
  Net investment income..............................................................             0.026
                                                                                                -------
Less: Distributions
  Net investment income..............................................................           (0.026)
                                                                                                -------
NET ASSET VALUE,
  END OF PERIOD......................................................................           $ 1.000
                                                                                             ============
Total Return.........................................................................              2.63%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)..................................................           $   618
  Ratio of expenses to average net assets............................................              1.51%(c)
  Ratio of net investment income to average net assets...............................              4.16%(c)
  Ratio of expenses to average net assets*...........................................              1.59%(c)
  Ratio of net investment income to average net assets*..............................              4.08%(c)
</TABLE>

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

 *  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) Not annualized.
(c) Annualized.

See notes to financial statements.

                                       33

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                            MUNICIPAL MONEY MARKET FUND
                                                              --------------------------------------------------------
                                                                                      FIDUCIARY
                                                              --------------------------------------------------------
                                                                                 YEARS ENDED JUNE 30,
                                                              --------------------------------------------------------

                                                                1997        1996        1995        1994        1993
                                                              --------    --------    --------    --------    --------
<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....................................      0.031       0.033       0.032       0.021       0.021
                                                              --------    --------    --------    --------    --------
Less: Distributions
  Net investment income....................................     (0.031)     (0.033)     (0.032)     (0.021)     (0.021)
                                                              --------    --------    --------    --------    --------
NET ASSET VALUE,
  END OF PERIOD............................................   $  1.000    $  1.000    $  1.000    $  1.000    $  1.000
                                                              ========    ========    ========    ========    ========
Total Return...............................................       3.19%       3.34%       3.28%       2.16%       2.15%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)........................   $467,420    $459,807    $437,743    $352,702    $175,277
  Ratio of expenses to average net assets..................       0.43%       0.41%       0.41%       0.40%       0.46%
  Ratio of net investment income to average net assets.....       3.16%       3.29%       3.26%       2.13%       2.12%
  Ratio of expenses to average net assets*.................       0.55%       0.59%       0.59%       0.60%       0.66%
  Ratio of net investment income to average net assets*....       3.04%       3.11%       3.08%       1.93%       1.92%
</TABLE>

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

 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.

See notes to financial statements.

                                       34

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                               MUNICIPAL MONEY MARKET FUND
                                                                   ---------------------------------------------------
                                                                                          CLASS A
                                                                   ---------------------------------------------------
                                                                                    YEARS ENDED JUNE 30,
                                                                   ---------------------------------------------------

                                                                    1997       1996       1995       1994       1993
                                                                   -------    -------    -------    -------    -------
<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.........................................     0.029      0.030      0.030      0.021      0.019
                                                                   -------    -------    -------    -------    -------
Less: Distributions
  Net investment income.........................................    (0.029)    (0.030)    (0.030)    (0.021)    (0.019)
                                                                   -------    -------    -------    -------    -------
NET ASSET VALUE,
  END OF PERIOD.................................................   $ 1.000    $ 1.000    $ 1.000    $ 1.000    $ 1.000
                                                                   =======    =======    =======    =======    =======
Total Return....................................................      2.97%      3.08%      3.02%      1.96%      1.89%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).............................   $48,185    $50,720    $56,518    $41,595    $18,932
  Ratio of expenses to average net assets.......................      0.68%      0.66%      0.66%      0.65%      0.66%
  Ratio of net investment income to average net assets..........      2.91%      3.04%      3.01%      1.92%      1.82%
  Ratio of expenses to average net assets*......................      0.90%      0.94%      0.94%      0.91%      1.01%
  Ratio of net investment income to average net assets*.........      2.69%      2.76%      2.73%      1.66%      1.47%
</TABLE>

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

 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.

See notes to financial statements.

                                       35

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                            OHIO MUNICIPAL MONEY MARKET FUND
                                                                  ----------------------------------------------------
                                                                                       FIDUCIARY
                                                                  ----------------------------------------------------
                                                                                                              JUNE 9,
                                                                            YEARS ENDED JUNE 30,              1993 TO
                                                                  ----------------------------------------    JUNE 30,
                                                                   1997       1996       1995       1994      1993(a)
                                                                  -------    -------    -------    -------    --------
<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........................................     0.032      0.033      0.032      0.022      0.013
                                                                  -------    -------    -------    -------    -------
Less: Distributions
  Net investment income........................................    (0.032)    (0.032)    (0.032)    (0.022)    (0.013)
  In excess of net investment income...........................        --     (0.001)        --         --         --
                                                                  -------    -------    -------    -------    -------
    Total Distributions........................................    (0.032)    (0.033)    (0.032)    (0.022)    (0.013)
                                                                  -------    -------    -------    -------    -------
NET ASSET VALUE,
  END OF PERIOD................................................   $ 1.000    $ 1.000    $ 1.000    $ 1.000    $ 1.000
                                                                  =======    =======    =======    =======    =======
Total Return...................................................      3.22%      3.34%      3.20%      2.25%      2.14% (b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)............................   $56,442    $55,915    $51,806    $55,375    $ 3,500
  Ratio of expenses to average net assets......................      0.40%      0.41%      0.41%      0.34%      0.08% (b)
  Ratio of net investment income to average net assets.........      3.17%      3.19%      3.13%      2.29%      2.07% (b)
  Ratio of expenses to average net assets*.....................      0.53%      0.71%      0.60%      0.57%      0.51% (b)
  Ratio of net investment income to average net assets*........      3.04%      2.89%      2.94%      2.06%      1.64% (b)
</TABLE>

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

 *  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.

See notes to financial statements.

                                       36

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                           OHIO MUNICIPAL MONEY MARKET FUND
                                                                -------------------------------------------------------
                                                                                        CLASS A
                                                                -------------------------------------------------------
                                                                                                            JANUARY 26,
                                                                          YEARS ENDED JUNE 30,                1993 TO
                                                                ----------------------------------------     JUNE 30,
                                                                 1997       1996       1995       1994        1993(a)
                                                                -------    -------    -------    -------     --------
<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......................................     0.029      0.030      0.029      0.021        0.009
                                                                -------    -------    -------    -------      -------
Less: Distributions
  Net investment income......................................    (0.029)    (0.029)    (0.029)    (0.021)      (0.009)
  In excess of net investment income.........................        --     (0.001)        --         --           --
                                                                -------    -------    -------    -------      -------
    Total Distributions......................................    (0.029)    (0.030)    (0.029)    (0.021)      (0.009)
                                                                -------    -------    -------    -------      -------
NET ASSET VALUE,
  END OF PERIOD..............................................   $ 1.000    $ 1.000    $ 1.000    $ 1.000      $ 1.000
                                                                =======    =======    =======    =======      =======
Total Return.................................................      2.96%      3.08%      2.98%      2.09%        2.34%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)..........................   $30,479    $41,132    $35,790    $37,356      $25,125
  Ratio of expenses to average net assets....................      0.65%      0.66%      0.63%      0.44%        0.26%(b)
  Ratio of net investment income to average net assets.......      2.90%      2.94%      2.91%      2.05%        2.03%(b)
  Ratio of expenses to average net assets*...................      0.88%      1.06%      0.95%      0.94%        0.92%(b)
  Ratio of net investment income to average net assets*......      2.67%      2.54%      2.59%      1.55%        1.37%(b)
</TABLE>

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

 *  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.

See notes to financial statements.

                                       37

<PAGE>

- --------------------------------------------------------------------------------
Report of Independent Accountants
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1997

To the Shareholders and Board of Trustees of
  The One Group Family of Mutual Funds:

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 Family of Mutual Funds), including the schedules of
portfolio investments, as of June 30, 1997, and the related statements of
operations, statements of changes in net assets, and the financial highlights
for each of the periods presented. These financial statements and financial
highlights are the responsibility of The One Group Family of Mutual Funds'
management. Our responsibility is to express an opinion on these financial
statements and the 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 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, 1997 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 as of June
30, 1997, the results of their operations, the changes in their net assets and
the financial highlights for each of the periods presented, in conformity with
generally accepted accounting principles.

Columbus, Ohio                                          Coopers & Lybrand L.L.P.
August 22, 1997

                                       38

<PAGE>
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Investor Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
                                                      MARKET
SHARES               SECURITY DESCRIPTION              VALUE
- -------    ----------------------------------------   -------
<C>        <S>                                        <C>
INVESTMENT COMPANIES (99.5%):
  380      The One Group Disciplined Value Fund
           Fiduciary Class.........................   $ 5,946
  205      The One Group Government Bond Fund
           Fiduciary Class.........................     1,985
  320      The One Group Growth Opportunities Fund
           Fiduciary Class.........................     6,228
   84      The One Group Gulf South Growth Fund
           Fiduciary Class.........................       916
  168      The One Group Income Bond Fund Fiduciary
           Class...................................     1,583
  120      The One Group Intermediate Bond Fund
           Fiduciary Class.........................     1,186
  236      The One Group International Equity Index
           Fund Fiduciary Class....................     3,993

<CAPTION>
                                                      MARKET
SHARES               SECURITY DESCRIPTION              VALUE
- -------    ----------------------------------------   -------
<C>        <S>                                        <C>
INVESTMENT COMPANIES, CONTINUED:
  345      The One Group Large Company Growth Fund
           Fiduciary Class.........................   $ 6,704
  430      The One Group Large Company Value Fund
           Fiduciary Class.........................     6,365
   75      The One Group Limited Volatility Fund
           Fiduciary Class.........................       789
  392      The One Group Prime Money Market Fund
           Fiduciary Class.........................       392
  616      The One Group Value Growth Fund
           Fiduciary Class.........................     7,093
                                                      -------
Total Investment Companies                             43,180
                                                      -------
Total (Cost--$39,084) (a)                             $43,180
                                                      =======
</TABLE>

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

Percentages indicated are based on net assets of $43,408.

(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 $4. Cost for federal income tax purposes differs from value by
    net unrealized appreciation of securities as follows (amounts in thousands):

<TABLE>
                  <S>                                                <C>
                  Unrealized appreciation.........................   $4,129
                  Unrealized depreciation.........................      (37)
                                                                     ------
                  Net unrealized appreciation.....................   $4,092
                                                                     ======
</TABLE>

See notes to financial statements.

  10

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Investor Growth & Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
                                                      MARKET
SHARES               SECURITY DESCRIPTION              VALUE
- -------    ----------------------------------------   -------
<C>        <S>                                        <C>
INVESTMENT COMPANIES (99.4%):
  398      The One Group Disciplined Value Fund
           Fiduciary Class.........................   $ 6,237
  656      The One Group Government Bond Fund
           Fiduciary Class.........................     6,361
  336      The One Group Growth Opportunities Fund
           Fiduciary Class.........................     6,533
  561      The One Group Income Bond Fund Fiduciary
           Class...................................     5,284
  319      The One Group Intermediate Bond Fund
           Fiduciary Class.........................     3,166
  245      The One Group International Equity Index
           Fund Fiduciary Class....................     4,146
  368      The One Group Large Company Growth Fund
           Fiduciary Class.........................     7,161

<CAPTION>
                                                      MARKET
SHARES               SECURITY DESCRIPTION              VALUE
- -------    ----------------------------------------   -------
<C>        <S>                                        <C>
INVESTMENT COMPANIES, CONTINUED:
  459      The One Group Large Company Value Fund
           Fiduciary Class.........................   $ 6,797
  201      The One Group Limited Volatility Fund
           Fiduciary Class.........................     2,107
  523      The One Group Prime Money Market Fund
           Fiduciary Class.........................       523
  106      The One Group Ultra Short-Term Income
           Fund Fiduciary Class....................     1,051
  617      The One Group Value Growth Fund
           Fiduciary Class.........................     7,100
                                                      -------
Total Investment Companies                             56,466
                                                      -------
Total (Cost--$52,633) (a)                             $56,466
                                                      =======
</TABLE>

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

Percentages indicated are based on net assets of $56,818.

(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 $102. Cost for federal income tax purposes differs from value
    by net unrealized appreciation of securities as follows (amounts in
    thousands):

<TABLE>
                  <S>                                                <C>
                  Unrealized appreciation.........................   $3,841
                  Unrealized depreciation.........................     (110)
                                                                     ------
                  Net unrealized appreciation.....................   $3,731
                                                                     ======
</TABLE>

See notes to financial statements.

                                                                              11

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Investor Conservative Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
                                                      MARKET
SHARES               SECURITY DESCRIPTION              VALUE
- -------    ----------------------------------------   -------
<C>        <S>                                        <C>
INVESTMENT COMPANIES (99.7%):
   13      The One Group Disciplined Value Fund
           Fiduciary Class.........................   $   197
  514      The One Group Government Bond Fund
           Fiduciary Class.........................     4,986
   11      The One Group Growth Opportunities Fund
           Fiduciary Class.........................       207
  410      The One Group Income Bond Fund Fiduciary
           Class...................................     3,864
   37      The One Group Income Equity Fund
           Fiduciary Class.........................       813
  241      The One Group Intermediate Bond Fund
           Fiduciary Class.........................     2,389
   49      The One Group International Equity Index
           Fund Fiduciary Class....................       825

<CAPTION>
                                                      MARKET
SHARES               SECURITY DESCRIPTION              VALUE
- -------    ----------------------------------------   -------
<C>        <S>                                        <C>
INVESTMENT COMPANIES, CONTINUED:
   53      The One Group Large Company Growth Fund
           Fiduciary Class.........................   $ 1,039
   67      The One Group Large Company Value Fund
           Fiduciary Class.........................       986
  140      The One Group Limited Volatility Fund
           Fiduciary Class.........................     1,468
  365      The One Group Prime Money Market Fund
           Fiduciary Class.........................       365
   74      The One Group Ultra Short-Term Income
           Fund Fiduciary Class....................       732
   90      The One Group Value Growth Fund
           Fiduciary Class.........................     1,030
                                                      -------
Total Investment Companies                             18,901
                                                      -------
Total (Cost--$18,440) (a)                             $18,901
                                                      =======
</TABLE>

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

Percentages indicated are based on net assets of $18,953.

(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 $30. Cost for federal income tax purposes differs from value
    by net unrealized appreciation of securities as follows (amounts in
    thousands):

<TABLE>
                  <S>                                                <C>
                  Unrealized appreciation.........................   $  498
                  Unrealized depreciation.........................      (67)
                                                                     ------
                  Net unrealized appreciation.....................   $  431
                                                                     ======
</TABLE>

See notes to financial statements.

  12

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Investor Balanced Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
                                                      MARKET
SHARES               SECURITY DESCRIPTION              VALUE
- -------    ----------------------------------------   -------
<C>        <S>                                        <C>
INVESTMENT COMPANIES (99.9%):
  314      The One Group Disciplined Value Fund
           Fiduciary Class.........................   $ 4,910
1,500      The One Group Government Bond Fund
           Fiduciary Class.........................    14,533
  264      The One Group Growth Opportunities Fund
           Fiduciary Class.........................     5,143
1,214      The One Group Income Bond Fund Fiduciary
           Class...................................    11,438
  768      The One Group Intermediate Bond Fund
           Fiduciary Class.........................     7,616
  253      The One Group International Equity Index
           Fund Fiduciary Class....................     4,274
  399      The One Group Large Company Growth Fund
           Fiduciary Class.........................     7,749

<CAPTION>
                                                      MARKET
SHARES               SECURITY DESCRIPTION              VALUE
- -------    ----------------------------------------   -------
<C>        <S>                                        <C>
INVESTMENT COMPANIES, CONTINUED:
  497      The One Group Large Company Value Fund
           Fiduciary Class.........................   $ 7,357
  436      The One Group Limited Volatility Fund
           Fiduciary Class.........................     4,562
  755      The One Group Prime Money Market Fund
           Fiduciary Class.........................       755
  307      The One Group Ultra Short-Term Income
           Fund Fiduciary Class....................     3,035
  742      The One Group Value Growth Fund
           Fiduciary Class.........................     8,539
                                                      -------
Total Investment Companies                             79,911
                                                      -------
Total (Cost--$75,431) (a)                             $79,911
                                                      =======
</TABLE>

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

Percentages indicated are based on net assets of $80,003.

(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 $23. Cost for federal income tax purposes differs from value
    by net unrealized appreciation of securities as follows (amounts in
    thousands):

<TABLE>
                  <S>                                                <C>
                  Unrealized appreciation.........................   $4,694
                  Unrealized depreciation.........................     (237)
                                                                     ------
                  Net unrealized appreciation.....................   $4,457
                                                                     ======
</TABLE>

See notes to financial statements.

                                                                              13

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                               JUNE 30, 1997

<TABLE>
<CAPTION>
                                                          (Amounts in Thousands, except per share amounts)
                                                                                        INVESTOR
                                                    INVESTOR       INVESTOR GROWTH     CONSERVATIVE     INVESTOR
                                                   GROWTH FUND      & INCOME FUND      GROWTH FUND    BALANCED FUND
                                                  -------------    ----------------    -----------    -------------
<S>                                               <C>              <C>                 <C>            <C>
ASSETS:
Investments, at value (cost $39,084; $52,633;
  $18,440; and $75,431; respectively)..........      $43,180           $ 56,466          $18,901         $79,911
Cash...........................................           57                 62               --              30
Dividends receivable...........................           83                150               76             273
Receivable for capital shares issued...........          183                312               63              95
Receivable from Administrator..................           12                 11               11              11
Prepaid expenses and other assets..............           --                  2                6               4
                                                  -------------         -------        -----------    -------------
TOTAL ASSETS...................................       43,515             57,003           19,057          80,324
                                                  -------------         -------        -----------    -------------
LIABILITIES:
Cash overdraft.................................           --                 --                1              --
Dividends payable..............................           70                137               72             260
Payable for capital shares redeemed............           --                  7               --               1
Accrued expenses and other payables:
    Investment advisory fees...................           --                 --               --               1
    12b-1 fees.................................            7                  7                2               4
    Other......................................           30                 34               29              55
                                                  -------------         -------        -----------    -------------
TOTAL LIABILITIES..............................          107                185              104             321
                                                  -------------         -------        -----------    -------------
NET ASSETS:
Capital........................................       39,371             53,072           18,483          75,590
Accumulated undistributed net realized
  gains/(losses) from investment
  transactions.................................          (59)               (87)               9             (67)
Unrealized appreciation (depreciation) from
  investments..................................        4,096              3,833              461           4,480
                                                  -------------         -------        -----------    -------------
NET ASSETS.....................................      $43,408           $ 56,818          $18,953         $80,003
                                                  =============        ========        ===========    =============
NET ASSETS:
    Fiduciary..................................      $31,318           $ 43,660          $15,038         $72,155
    Class A....................................        4,439              4,262            1,299           2,176
    Class B....................................        7,651              8,896            2,616           5,672
                                                  -------------         -------        -----------    -------------
    Total......................................      $43,408           $ 56,818          $18,953         $80,003
                                                  =============        ========        ===========    =============
OUTSTANDING UNITS OF BENEFICIAL INTEREST
  (SHARES):
    Fiduciary..................................        2,784              3,996            1,455           6,790
    Class A....................................          396                387              126             204
    Class B....................................          675                808              253             533
                                                  -------------         -------        -----------    -------------
    Total......................................        3,855              5,191            1,834           7,527
                                                  =============        ========        ===========    =============
Net Asset Value:
    Fiduciary
        Offering and redemption price per
          share................................      $ 11.25           $  10.93          $ 10.33         $ 10.63
                                                  =============        ========        ===========    =============
    Class A
        Redemption price per share.............      $ 11.21           $  11.02          $ 10.32         $ 10.66
                                                  =============        ========        ===========    =============
        Maximum sales charge...................         4.50%              4.50%            4.50%           4.50%
                                                  =============        ========        ===========    =============
        Maximum offering price per share
          (100%/(100%-maximum sales charge) of
          net asset value adjusted to nearest
          cent)................................      $ 11.74              11.54          $ 10.81         $ 11.16
                                                  =============        ========        ===========    =============
    Class B
        Offering price per share (a)...........      $ 11.34           $  11.00          $ 10.33         $ 10.65
                                                  =============        ========        ===========    =============
</TABLE>

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

(a) Redemption price per Class B share varies based on length of time shares are
    held.

See notes to financial statements.

  14

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS                        FOR THE YEAR ENDED JUNE 30, 1997
<TABLE>
<CAPTION>
                                                              (Amounts in Thousands)
                                                                               INVESTOR
                                         INVESTOR       INVESTOR GROWTH      CONSERVATIVE       INVESTOR
                                        GROWTH FUND      & INCOME FUND       GROWTH FUND      BALANCED FUND
                                       -------------    ----------------    --------------    -------------
                                       DECEMBER 10,       DECEMBER 10,       DECEMBER 10,     DECEMBER 10,
                                       1996 THROUGH       1996 THROUGH       1996 THROUGH     1996 THROUGH
                                         JUNE 30,           JUNE 30,           JUNE 30,         JUNE 30,
                                          1997(a)           1997(a)            1997(a)           1997(a)
                                       -------------    ----------------    --------------    -------------
<S>                                    <C>              <C>                 <C>               <C>
INVESTMENT INCOME:
Distribution income.................      $   302            $  616              $352            $ 1,261
                                       -------------        -------            ------         -------------
EXPENSES:
Investment advisory fees............            8                10                 3                 16
Administration fees.................           16                20                 7                 31
12b-1 fees (Class A)................            2                 3                 1                  1
12b-1 fees (Class B)................           14                17                 5                 12
Custodian and accounting fees.......           14                14                13                 17
Legal and audit fees................            4                 2                 4                  4
Transfer agent fees.................           12                14                16                 16
Registration and filing fees........           43                44                42                 42
Printing costs......................           15                20                 7                 30
Other...............................           17                17                16                 20
                                       -------------        -------            ------         -------------
Total expenses before
  waivers/reimbursements............          145               161               114                189
Less waivers/reimbursements.........          (99)             (101)              (95)              (115)
                                       -------------        -------            ------         -------------
NET EXPENSES........................           46                60                19                 74
                                       -------------        -------            ------         -------------
Net Investment Income...............          256               556               333              1,187
                                       -------------        -------            ------         -------------
REALIZED/UNREALIZED LOSSES FROM
  INVESTMENTS:
Net realized gains/(losses) from
  investment transactions...........          (59)              (87)                9                (67)
Net change in unrealized
  appreciation (depreciation) from
  investments.......................        4,096             3,833               461              4,480
                                       -------------        -------            ------         -------------
Net realized/unrealized gains from
  investments.......................        4,037             3,746               470              4,413
                                       -------------        -------            ------         -------------
Change in net assets resulting from
  operations........................      $ 4,293            $4,302              $803            $ 5,600
                                       =============    ===========         =========         =============
</TABLE>

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

(a) Period from commencement of operations.

See notes to financial statements.

                                                                              15

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
                                                              (Amounts in Thousands)
                                                                               INVESTOR
                                          INVESTOR       INVESTOR GROWTH     CONSERVATIVE       INVESTOR
                                         GROWTH FUND      & INCOME FUND       GROWTH FUND     BALANCED FUND
                                        -------------    ----------------    -------------    -------------
                                        DECEMBER 10,       DECEMBER 10,      DECEMBER 10,     DECEMBER 10,
                                        1996 THROUGH       1996 THROUGH      1996 THROUGH     1996 THROUGH
                                          JUNE 30,           JUNE 30,          JUNE 30,         JUNE 30,
                                           1997(a)           1997(a)            1997(a)          1997(a)
                                        -------------    ----------------    -------------    -------------
<S>                                     <C>              <C>                 <C>              <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
     Net investment income...........      $   256           $    556           $   333          $ 1,187
     Net realized gains/(losses) from
       investment transactions.......          (59)               (87)                9              (67)
     Net change in unrealized
       appreciation (depreciation)
       from investments..............        4,096              3,833               461            4,480
                                        -------------    ----------------    -------------    -------------
Change in net assets resulting from
  operations.........................        4,293              4,302               803            5,600
                                        -------------    ----------------    -------------    -------------
DISTRIBUTIONS TO FIDUCIARY
  SHAREHOLDERS:
     From net investment income......         (227)              (494)             (296)          (1,132)
DISTRIBUTIONS TO CLASS A
  SHAREHOLDERS:
     From net investment income......          (14)               (24)              (14)             (15)
DISTRIBUTIONS TO CLASS B
  SHAREHOLDERS:
     From net investment income......          (15)               (38)              (23)             (40)
                                        -------------    ----------------    -------------    -------------
Change in net assets from shareholder
  distributions......................         (256)              (556)             (333)          (1,187)
                                        -------------    ----------------    -------------    -------------
CAPITAL TRANSACTIONS:
     Proceeds from shares issued.....       41,705             58,244            21,496           78,898
     Dividends reinvested............           25                 49                41               49
     Cost of shares redeemed.........       (2,359)            (5,221)           (3,054)          (3,357)
                                        -------------    ----------------    -------------    -------------
Change in net assets from share
  transactions.......................       39,371             53,072            18,483           75,590
                                        -------------    ----------------    -------------    -------------
Change in Net Assets.................       43,408             56,818            18,953           80,003
NET ASSETS:
     Beginning of period.............           --                 --                --               --
                                        -------------    ----------------    -------------    -------------
     End of period...................      $43,408           $ 56,818           $18,953          $80,003
                                        =============    ================    =============    =============
SHARE TRANSACTIONS:
     Issued..........................        4,079              5,697             2,132            7,850
     Reinvested......................            3                  4                 5                5
     Redeemed........................         (227)              (510)             (303)            (328)
                                        -------------    ----------------    -------------    -------------
Change in shares.....................        3,855              5,191             1,834            7,527
                                        =============    ================    =============    =============
</TABLE>

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

(a) Period from commencement of operations.

See notes to financial statements.

  16

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS                                      JUNE 30, 1997

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 accompanying financial
   statements and financial highlights are those of the Investor Growth Fund,
   the Investor Growth & Income Fund, the Investor Conservative Growth Fund and
   the Investor Balanced Fund (individually a "Fund", collectively the "Funds")
   only. The Funds are each offered in Fiduciary Class, Class A, Class B and
   Class C 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 and Class C Shares are subject to contingent deferred
   sales charges in accordance with the Funds' prospectuses.

   The Funds investment objectives are as follows:

<TABLE>
<CAPTION>
   FUND                                   OBJECTIVE
   ----                                   ---------
   <S>                                    <C>
   Investor Growth Fund                   The Fund seeks long-term capital appreciation by investing
                                           primarily in a diversified group of The One Group mutual
                                           funds which invest primarily in equity securities.

   Investor Growth & Income Fund          The Fund seeks long-term capital appreciation and growth of
                                           income by investing primarily in a diversified group of The
                                           One Group mutual funds which invest primarily in equity
                                           securities.

   Investor Conservative Growth Fund      The Fund seeks income and capital appreciation by investing
                                           primarily in a diversified group of The One Group mutual
                                           funds which invest primarily in equity and fixed income
                                           securities.

   Investor Balanced Fund                 The Fund seeks high total return consistent with the
                                           preservation of capital by investing primarily in a
                                           diversified group of The One Group mutual funds which
                                           invest primarily in equity and fixed income securities.
</TABLE>

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. 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.

       SECURITY VALUATION

       Investments in The One Group mutual funds (the "Underlying Funds") are
       valued at the closing net asset value per share of each Underlying Fund
       on the day of valuation. Short-term investments maturing in 60 days or
       less are valued at amortized cost, which approximates market value.

       SECURITY TRANSACTIONS AND RELATED INCOME

       Purchases and sales of the underlying funds are accounted for on a trade
       date basis. Net realized gains or losses on sales of the underlying funds
       are determined on the specific identification cost method. Other income
       and expenses are recognized on the accrual basis. Distributions from the
       underlying funds and dividends to the Funds' shareholders are recorded on
       the ex-dividend date.

Continued

                                                                              17

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

       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
       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
       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, will be
       reclassified to additional paid-in capital.

       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
       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.

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. The Trust is registered to offer forty
   series and five classes of shares: Fiduciary, Class A, Class B, Class C and
   Service. Currently, the Trust consists of thirty three active funds, and not
   all funds can offer all classes of shares. During the year ended June 30,
   1997, there were no shareholders in Class C or the Service Class of the
   Funds. 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 period from December 10, 1996 (commencement of
   operations) through June 30, 1997:

Continued

  18

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

<TABLE>
<CAPTION>
                                                                        (Amounts in Thousands)
                                                                       INVESTOR        INVESTOR
                                                       INVESTOR        GROWTH &      CONSERVATIVE      INVESTOR
                                                     GROWTH FUND     INCOME FUND     GROWTH FUND     BALANCED FUND
                                                     ------------    ------------    ------------    -------------
                                                     DECEMBER 10,    DECEMBER 10,    DECEMBER 10,    DECEMBER 10,
                                                     1996 THROUGH    1996 THROUGH    1996 THROUGH    1996 THROUGH
                                                       JUNE 30,        JUNE 30,        JUNE 30,        JUNE 30,
                                                       1997(a)         1997(a)         1997(a)          1997(a)
                                                     ------------    ------------    ------------    -------------
<S>                                                  <C>             <C>             <C>             <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
  Proceeds from shares issued.....................     $ 30,381        $ 45,181        $ 17,645         $71,345
  Dividends reinvested............................           11              13              18              15
  Cost of shares redeemed.........................       (2,252)         (4,561)         (2,999)         (3,309)
                                                     ------------    ------------    ------------    -------------
  Change in net assets from Fiduciary share
    transactions..................................     $ 28,140        $ 40,633        $ 14,664         $68,051
                                                     ============    ============    ============    =============
CLASS A SHARES:
  Proceeds from shares issued.....................     $  4,125        $  4,604        $  1,283         $ 2,092
  Dividends reinvested............................            7              14               8               9
  Cost of shares redeemed.........................          (19)           (606)            (29)             --
                                                     ------------    ------------    ------------    -------------
  Change in net assets from Class A share
    transactions..................................     $  4,113        $  4,012        $  1,262         $ 2,101
                                                     ============    ============    ============    =============
CLASS B SHARES:
  Proceeds from shares issued.....................     $  7,199        $  8,459        $  2,568         $ 5,461
  Dividends reinvested............................            7              22              15              25
  Cost of shares redeemed.........................          (88)            (54)            (26)            (48)
                                                     ------------    ------------    ------------    -------------
  Change in net assets from Class B share
    transactions..................................     $  7,118        $  8,427        $  2,557         $ 5,438
                                                     ============    ============    ============    =============
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
  Issued..........................................        3,000           4,443           1,750           7,112
  Reinvested......................................            1               1               2               2
  Redeemed........................................         (217)           (448)           (297)           (324)
                                                     ------------    ------------    ------------    -------------
  Change in Fiduciary Shares......................        2,784           3,996           1,455           6,790
                                                     ============    ============    ============    =============
CLASS A SHARES:
  Issued..........................................          397             443             128             203
  Reinvested......................................            1               1               1               1
  Redeemed........................................           (2)            (57)             (3)             --
                                                     ------------    ------------    ------------    -------------
  Change in Class A Shares........................          396             387             126             204
                                                     ============    ============    ============    =============
CLASS B SHARES:
  Issued..........................................          682             811             254             535
  Reinvested......................................            1               2               2               2
  Redeemed........................................           (8)             (5)             (3)             (4)
                                                     ------------    ------------    ------------    -------------
  Change in Class B Shares........................          675             808             253             533
                                                     ============    ============    ============    =============
</TABLE>

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

(a) Period from commencement of operations.

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

Continued

                                                                              19

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

   to 0.05% of the average net assets of the Investor Growth Fund, the Investor
   Growth & Income Fund, the Investor Conservative Growth Fund and the Investor
   Balanced Fund, respectively.

   The Trust and The One Group Services Company (the "Administrator"), a
   wholly-owned subsidiary of The BISYS Group, Inc., are parties to an
   administrative agreement under which the Administrator provides services for
   a fee that is computed daily and payable monthly, at an annual rate of 0.10%
   on the first $500 million of each Fund's average daily net assets, 0.075% of
   each Fund's average daily net assets between $500 million and $1 billion, and
   0.05% of each Fund's average daily net assets when Fund assets exceed $1
   billion. The Advisor also serves as Sub-Administrator to each fund of the
   Trust, pursuant to an agreement between the Administrator and the Advisor.
   Pursuant to this agreement, the Advisor performs many of the Administrator's
   duties, for which the Advisor receives a fee paid by the Administrator.

   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, Class B Shares and, Class C 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 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 and Class C 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 Plans 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 Advisor), 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. For the period
   ended June 30, 1997, the Distributor received $1,185,022 from commissions
   earned on sales of Class A Shares and redemptions of Class B Shares, of
   which, the Distributor re-allowed $1,181,695 to affiliated broker-dealers of
   the Funds.

   Certain officers of the Trust are affiliated with the Administrator. Such
   officers receive no compensation from the Funds for serving in their
   respective roles.

   The Advisor, the Administrator and the Distributor voluntarily agreed to
   waive a portion of their fees and to reimburse the Funds for certain
   expenses. For the period ended June 30, 1997, fees in the following amounts
   were waived and reimbursed from the funds (amounts in thousands):

<TABLE>
<CAPTION>
                                            INVESTMENT                         12B-1 FEES        FEES
                                           ADVISORY FEES    ADMINISTRATION       WAIVED      REIMBURSED BY
                                              WAIVED          FEES WAIVED       CLASS A      ADMINISTRATOR
                                           -------------    ---------------    ----------    -------------
   <S>                                     <C>              <C>                <C>           <C>
   Investor Growth Fund.................        $ 6               $16             $  1            $76
   Investor Growth & Income Fund........          8                20                1             72
   Investor Conservative Growth Fund....          2                 7               --*            86
   Investor Balanced Fund...............         13                31               --*            71
</TABLE>

     * Amount less than $1,000.

Continued

  20

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

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 period
   ended June 30, 1997 were as follows (amounts in thousands):

<TABLE>
<CAPTION>
                                                                       PURCHASES    SALES
                                                                       ---------    ------
            <S>                                                        <C>          <C>
            Investor Growth Fund....................................    $43,799     $5,047
            Investor Growth & Income Fund...........................     58,388      6,429
            Investor Conservative Growth Fund.......................     21,221      3,432
            Investor Balanced Fund..................................     81,364      6,622
</TABLE>

6. FEDERAL TAX INFORMATION (UNAUDITED):

   Capital losses incurred after October 31 within the Fund's fiscal year 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 ending June 30, 1998 (amounts in thousands):

<TABLE>
<CAPTION>
            FUND                                                                 AMOUNT
            ----                                                                 ------
            <S>                                                                  <C>
            Investor Growth Fund..............................................    $ 55
            Investor Balanced Fund............................................      44
</TABLE>

   ELIGIBLE DISTRIBUTIONS:

   The Trust designates the following percentage of distributions eligible for
   the dividends received deductions for corporations.

<TABLE>
<CAPTION>
            FUND                                                              PERCENTAGE
            ----                                                              ----------
            <S>                                                               <C>
            Investor Growth Fund...........................................     66.75%
            Investor Growth & Income Fund..................................     52.15%
            Investor Conservative Growth Fund..............................     34.78%
            Investor Balanced Fund.........................................     45.62%
</TABLE>

Continued

                                                                              21

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                           INVESTOR
                                                                                            GROWTH
                                                                                             FUND
                                                                                         ------------
                                                                                          FIDUCIARY
                                                                                         ------------
                                                                                         DECEMBER 10,
                                                                                         1996 THROUGH
                                                                                           JUNE 30,
                                                                                           1997(a)
                                                                                         ------------
<S>                                                                                      <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.................................................................     $  10.00
                                                                                         ------------
Investment Activities
  Net investment income...............................................................         0.09
  Net realized and unrealized gains (losses) from investments.........................         1.25
                                                                                         ------------
     Total from Investment Activities.................................................         1.34
                                                                                         ------------
Distributions
  From net investment income..........................................................        (0.09)
                                                                                         ------------
     Total Distributions..............................................................        (0.09)
                                                                                         ------------
NET ASSET VALUE,
  END OF PERIOD.......................................................................     $  11.25
                                                                                         ============
Total Return..........................................................................        13.50%(b)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...................................................     $ 31,318
  Ratio of expenses to average net assets.............................................         0.20%(c)
  Ratio of net investment income to average net assets................................         1.70%(c)
  Ratio of expenses to average net assets*............................................         0.77%(c)
  Ratio of net investment income to average net assets*...............................         1.13%(c)
  Portfolio turnover (d)..............................................................        18.49%
</TABLE>

- ------------
 *  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) Not annualized.
(c) Annualized.
(d) 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.

  22

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                           INVESTOR
                                                                                            GROWTH
                                                                                             FUND
                                                                                         ------------
                                                                                           CLASS A
                                                                                         ------------
                                                                                         DECEMBER 10,
                                                                                         1996 THROUGH
                                                                                           JUNE 30,
                                                                                           1997(a)
                                                                                         ------------
<S>                                                                                      <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.................................................................      $10.00
                                                                                         ------------
Investment Activities
  Net investment income...............................................................        0.07
  Net realized and unrealized gains (losses) from investments.........................        1.21
                                                                                         ------------
     Total from Investment Activities.................................................        1.28
                                                                                         ------------
Distributions
  From net investment income..........................................................       (0.07)
                                                                                         ------------
     Total Distributions..............................................................       (0.07)
                                                                                         ------------
NET ASSET VALUE,
  END OF PERIOD.......................................................................      $11.21
                                                                                         ============
Total Return (Excludes Sales Charge)..................................................       12.84%(b)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...................................................      $4,439
  Ratio of expenses to average net assets.............................................        0.46%(c)
  Ratio of net investment income to average net assets................................        1.82%(c)
  Ratio of expenses to average net assets*............................................        1.62%(c)
  Ratio of net investment income to average net assets*...............................        0.66%(c)
  Portfolio turnover (d)..............................................................       18.49%
</TABLE>

- ------------
 *  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) Not annualized.
(c) Annualized.
(d) 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.

                                                                              23

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                           INVESTOR
                                                                                            GROWTH
                                                                                             FUND
                                                                                         ------------
                                                                                           CLASS B
                                                                                         ------------
                                                                                         DECEMBER 10,
                                                                                         1996 THROUGH
                                                                                           JUNE 30,
                                                                                           1997(a)
                                                                                         ------------
<S>                                                                                      <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.................................................................      $10.00
                                                                                         ------------
Investment Activities
  Net investment income...............................................................        0.04
  Net realized and unrealized gains (losses) from investments.........................        1.34
                                                                                         ------------
     Total from Investment Activities.................................................        1.38
                                                                                         ------------
Distributions
  From net investment income..........................................................       (0.04)
                                                                                         ------------
     Total Distributions..............................................................       (0.04)
                                                                                         ------------
NET ASSET VALUE,
  END OF PERIOD.......................................................................      $11.34
                                                                                         ============
Total Return (Excludes Sales Charge)..................................................       13.88%(b)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...................................................      $7,651
  Ratio of expenses to average net assets.............................................        1.20%(c)
  Ratio of net investment income to average net assets................................        0.97%(c)
  Ratio of expenses to average net assets*............................................        2.18%(c)
  Ratio of net investment income to average net assets*...............................       (0.01%)(c)
  Portfolio turnover (d)..............................................................       18.49%
</TABLE>

- ------------
 *  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) Not annualized.
(c) Annualized.
(d) 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.

  24

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                           INVESTOR
                                                                                            GROWTH
                                                                                           & INCOME
                                                                                             FUND
                                                                                         ------------
                                                                                          FIDUCIARY
                                                                                         ------------
                                                                                         DECEMBER 10,
                                                                                         1996 THROUGH
                                                                                           JUNE 30,
                                                                                           1997 (a)
                                                                                         ------------
<S>                                                                                      <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.................................................................     $  10.00
                                                                                         ------------
Investment Activities
  Net investment income...............................................................         0.15
  Net realized and unrealized gains from investments..................................         0.93
                                                                                         ------------
     Total from Investment Activities.................................................         1.08
                                                                                         ------------
Distributions
  From net investment income..........................................................        (0.15)
                                                                                         ------------
     Total Distributions..............................................................        (0.15)
                                                                                         ------------
NET ASSET VALUE,
  END OF PERIOD.......................................................................     $  10.93
                                                                                         ============
Total Return..........................................................................        10.87%(b)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...................................................     $ 43,660
  Ratio of expenses to average net assets.............................................         0.20%(c)
  Ratio of net investment income to average net assets................................         2.78%(c)
  Ratio of expenses to average net assets *...........................................         0.66%(c)
  Ratio of net investment income to average net assets*...............................         2.32%(c)
  Portfolio turnover(d)...............................................................        18.07%
</TABLE>

- ------------
 *  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) Not annualized.
(c) Annualized.
(d) 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.

                                                                              25

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                           INVESTOR
                                                                                            GROWTH
                                                                                           & INCOME
                                                                                             FUND
                                                                                         ------------
                                                                                           CLASS A
                                                                                         ------------
                                                                                         DECEMBER 10,
                                                                                         1996 THROUGH
                                                                                           JUNE 30,
                                                                                           1997 (a)
                                                                                         ------------
<S>                                                                                      <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.................................................................      $10.00
                                                                                         ------------
Investment Activities
  Net investment income...............................................................        0.12
  Net realized and unrealized gains from investments..................................        1.02
                                                                                         ------------
     Total from Investment Activities.................................................        1.14
                                                                                         ------------
Distributions
  From net investment income..........................................................       (0.12)
                                                                                         ------------
     Total Distributions..............................................................       (0.12)
                                                                                         ------------
NET ASSET VALUE,
  END OF PERIOD.......................................................................      $11.02
                                                                                         ============
Total Return (Excludes Sales Charge)..................................................       11.50%(b)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...................................................      $4,262
  Ratio of expenses to average net assets.............................................        0.46%(c)
  Ratio of net investment income to average net assets................................        2.67%(c)
  Ratio of expenses to average net assets*............................................        1.26%(c)
  Ratio of net investment income to average net assets*...............................        1.87%(c)
  Portfolio turnover(d)...............................................................       18.07%
</TABLE>

- ------------
 *  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) Not annualized.
(c) Annualized.
(d) 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.

  26

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                           INVESTOR
                                                                                            GROWTH
                                                                                           & INCOME
                                                                                             FUND
                                                                                         ------------
                                                                                           CLASS B
                                                                                         ------------
                                                                                         DECEMBER 10,
                                                                                         1996 THROUGH
                                                                                           JUNE 30,
                                                                                           1997 (a)
                                                                                         ------------
<S>                                                                                      <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.................................................................      $10.00
                                                                                         ------------
Investment Activities
  Net investment income...............................................................        0.09
  Net realized and unrealized gains (losses) from investments.........................        1.00
                                                                                         ------------
     Total from Investment Activities.................................................        1.09
                                                                                         ------------
Distributions
  From net investment income..........................................................       (0.09)
                                                                                         ------------
     Total Distributions..............................................................       (0.09)
                                                                                         ------------
NET ASSET VALUE,
  END OF PERIOD.......................................................................      $11.00
                                                                                         ============
Total Return (Excludes Sales Charge)..................................................       11.02%(b)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...................................................      $8,896
  Ratio of expenses to average net assets.............................................        1.21%(c)
  Ratio of net investment income to average net assets................................        1.94%(c)
  Ratio of expenses to average net assets*............................................        1.89%(c)
  Ratio of net investment income to average net assets*...............................        1.26%(c)
  Portfolio turnover(d)...............................................................       18.07%
</TABLE>

- ------------
 *  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) Not annualized.
(c) Annualized.
(d) 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.

                                                                              27

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                           INVESTOR
                                                                                         CONSERVATIVE
                                                                                         GROWTH FUND
                                                                                         ------------
                                                                                          FIDUCIARY
                                                                                         ------------
                                                                                         DECEMBER 10,
                                                                                         1996 THROUGH
                                                                                           JUNE 30,
                                                                                           1997(a)
                                                                                         ------------
<S>                                                                                      <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.................................................................     $  10.00
                                                                                         ------------
Investment Activities
  Net investment income...............................................................         0.26
  Net realized and unrealized gains (losses) from investments.........................         0.33
                                                                                         ------------
     Total from Investment Activities.................................................         0.59
                                                                                         ------------
Distributions
  From net investment income..........................................................        (0.26)
                                                                                         ------------
     Total Distributions..............................................................        (0.26)
                                                                                         ------------
NET ASSET VALUE,
  END OF PERIOD.......................................................................     $  10.33
                                                                                         ============
Total Return..........................................................................         6.00%(b)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...................................................     $ 15,038
  Ratio of expenses to average net assets.............................................         0.20%(c)
  Ratio of net investment income to average net assets................................         4.92%(c)
  Ratio of expenses to average net assets*............................................         1.46%(c)
  Ratio of net investment income to average net assets*...............................         3.66%(c)
  Portfolio turnover (d)..............................................................        28.46%
</TABLE>

- ------------
 *  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) Not annualized.
(c) Annualized.
(d) 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.

  28

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                           INVESTOR
                                                                                         CONSERVATIVE
                                                                                         GROWTH FUND
                                                                                         ------------
                                                                                           CLASS A
                                                                                         ------------
                                                                                         DECEMBER 10,
                                                                                         1996 THROUGH
                                                                                           JUNE 30,
                                                                                           1997(a)
                                                                                         ------------
<S>                                                                                      <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.................................................................      $10.00
                                                                                         ------------
Investment Activities
  Net investment income...............................................................        0.22
  Net realized and unrealized gains (losses) from investments.........................        0.32
                                                                                         ------------
     Total from Investment Activities.................................................        0.54
                                                                                         ------------
Distributions
  From net investment income..........................................................       (0.22)
                                                                                         ------------
     Total Distributions..............................................................       (0.22)
                                                                                         ------------
NET ASSET VALUE,
  END OF PERIOD.......................................................................      $10.32
                                                                                         ============
Total Return (Excludes Sales Charge)..................................................        5.46%(b)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...................................................      $1,299
  Ratio of expenses to average net assets.............................................        0.47%(c)
  Ratio of net investment income to average net assets................................        4.76%(c)
  Ratio of expenses to average net assets*............................................        3.05%(c)
  Ratio of net investment income to average net assets*...............................        2.18%(c)
  Portfolio turnover (d)..............................................................       28.46%
</TABLE>

- ------------
 *  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) Not annualized.
(c) Annualized.
(d) 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.

                                                                              29

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                           INVESTOR
                                                                                         CONSERVATIVE
                                                                                         GROWTH FUND
                                                                                         ------------
                                                                                           CLASS B
                                                                                         ------------
                                                                                         DECEMBER 10,
                                                                                         1996 THROUGH
                                                                                           JUNE 30,
                                                                                           1997(a)
                                                                                         ------------
<S>                                                                                      <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.................................................................      $10.00
                                                                                         ------------
Investment Activities
  Net investment income...............................................................        0.19
  Net realized and unrealized gains (losses) from investments.........................        0.33
                                                                                         ------------
     Total from Investment Activities.................................................        0.52
                                                                                         ------------
Distributions
  From net investment income..........................................................       (0.19)
                                                                                         ------------
     Total Distributions..............................................................       (0.19)
                                                                                         ------------
NET ASSET VALUE,
  END OF PERIOD.......................................................................      $10.33
                                                                                         ============
Total Return (Excludes Sales Charge)..................................................        5.30%(b)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...................................................      $2,616
  Ratio of expenses to average net assets.............................................        1.21%(c)
  Ratio of net investment income to average net assets................................        4.06%(c)
  Ratio of expenses to average net assets*............................................        3.52%(c)
  Ratio of net investment income to average net assets*...............................        1.75%(c)
  Portfolio turnover (d)..............................................................       28.46%
</TABLE>

- ------------
 *  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) Not annualized.
(c) Annualized.
(d) 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.

  30

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                           INVESTOR
                                                                                           BALANCED
                                                                                             FUND
                                                                                         ------------
                                                                                          FIDUCIARY
                                                                                         ------------
                                                                                         DECEMBER 10,
                                                                                         1996 THROUGH
                                                                                           JUNE 30,
                                                                                           1997(a)
                                                                                         ------------
<S>                                                                                      <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.................................................................     $  10.00
                                                                                         ------------
Investment Activities
  Net investment income...............................................................         0.21
  Net realized and unrealized gains from investments..................................         0.63
                                                                                         ------------
     Total from Investment Activities.................................................         0.84
                                                                                         ------------
Distributions
  From net investment income..........................................................        (0.21)
                                                                                         ------------
     Total Distributions..............................................................        (0.21)
                                                                                         ------------
NET ASSET VALUE,
  END OF PERIOD.......................................................................     $  10.63
                                                                                         ============
Total Return..........................................................................         8.48%(b)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...................................................     $ 72,155
  Ratio of expenses to average net assets.............................................         0.20%(c)
  Ratio of net investment income to average net assets................................         3.84%(c)
  Ratio of expenses to average net assets*............................................         0.56%(c)
  Ratio of net investment income to average net assets*...............................         3.48%(c)
  Portfolio turnover (d)..............................................................        12.20%
</TABLE>

- ------------
 *  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) Not annualized.
(c) Annualized.
(d) 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.

                                                                              31

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                           INVESTOR
                                                                                           BALANCED
                                                                                             FUND
                                                                                         ------------
                                                                                           CLASS A
                                                                                         ------------
                                                                                         DECEMBER 10,
                                                                                         1996 THROUGH
                                                                                           JUNE 30,
                                                                                           1997(a)
                                                                                         ------------
<S>                                                                                      <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.................................................................      $10.00
                                                                                         ------------
Investment Activities
  Net investment income...............................................................        0.17
  Net realized and unrealized gains from investments..................................        0.66
                                                                                         ------------
     Total from Investment Activities.................................................        0.83
                                                                                         ------------
Distributions
  From net investment income..........................................................       (0.17)
                                                                                         ------------
     Total Distributions..............................................................       (0.17)
                                                                                         ------------
NET ASSET VALUE,
  END OF PERIOD.......................................................................      $10.66
                                                                                         ============
Total Return (Excludes Sales Charge)..................................................        8.41%(b)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...................................................      $2,176
  Ratio of expenses to average net assets.............................................        0.47%(c)
  Ratio of net investment income to average net assets................................        3.78%(c)
  Ratio of expenses to average net assets*............................................        1.12%(c)
  Ratio of net investment income to average net assets*...............................        3.13%(c)
  Portfolio turnover (d)..............................................................       12.20%
</TABLE>

- ------------
 *  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) Not annualized.
(c) Annualized.
(d) 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.

  32

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                           INVESTOR
                                                                                           BALANCED
                                                                                             FUND
                                                                                         ------------
                                                                                           CLASS B
                                                                                         ------------
                                                                                         DECEMBER 10,
                                                                                         1996 THROUGH
                                                                                           JUNE 30,
                                                                                           1997(a)
                                                                                         ------------
<S>                                                                                      <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.................................................................      $10.00
                                                                                         ------------
Investment Activities
  Net investment income...............................................................        0.16
  Net realized and unrealized gains from investments..................................        0.65
                                                                                         ------------
     Total from Investment Activities.................................................        0.81
                                                                                         ------------
Distributions
  From net investment income..........................................................       (0.16)
                                                                                         ------------
     Total Distributions..............................................................       (0.16)
                                                                                         ------------
NET ASSET VALUE,
  END OF PERIOD.......................................................................      $10.65
                                                                                         ============
Total Return (Excludes Sales Charge)..................................................        8.22%(b)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...................................................      $5,672
  Ratio of expenses to average net assets.............................................        1.22%(c)
  Ratio of net investment income to average net assets................................        2.93%(c)
  Ratio of expenses to average net assets*............................................        1.73%(c)
  Ratio of net investment income to average net assets*...............................        2.42%(c)
  Portfolio turnover (d)..............................................................       12.20%
</TABLE>

- ------------
 *  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) Not annualized.
(c) Annualized.
(d) 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.

                                                                              33

<PAGE>

- --------------------------------------------------------------------------------
Report of Independent Accountants
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1997

To the Shareholders and Board of Trustees of
  The One Group Family of Mutual Funds:

We have audited the accompanying statements of assets and liabilities of the
Investor Growth Fund, the Investor Growth & Income Fund, the Investor
Conservative Growth Fund and the Investor Balanced Fund (four series of The One
Group Family of Mutual Funds), including the schedules of portfolio investments,
as of June 30, 1997, and the related statements of operations, statements of
changes in net assets and the financial highlights for the period then ended.
These financial statements and financial highlights are the responsibility of
The One Group Family of Mutual Funds' management. Our responsibility is to
express an opinion on these financial statements and the 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 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, 1997 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
Investor Growth Fund, the Investor Growth & Income Fund, the Investor
Conservative Growth Fund and the Investor Balanced Fund as of June 30, 1997, the
results of their operations, the changes in their net assets and the financial
highlights for the period then ended, in conformity with generally accepted
accounting principles.

Columbus, Ohio                                          Coopers & Lybrand L.L.P.
August 22, 1997

  34

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Treasury Only Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
PRINCIPAL                                          AMORTIZED
 AMOUNT             SECURITY DESCRIPTION             COST
- ---------    -----------------------------------   ---------
<C>          <S>                                   <C>
U.S. TREASURY OBLIGATIONS (98.5%):
U.S. Treasury Bills (16.4%):
$ 14,807     7/24/97............................   $ 14,757
  13,783     8/7/97 (b).........................     13,709
   5,178     8/14/97............................      5,146
   5,864     8/21/97............................      5,822
   9,830     8/28/97............................      9,753
   2,593     9/4/97.............................      2,569
  12,225     9/11/97............................     12,102
   6,186     9/18/97............................      6,117
   3,942     11/13/97...........................      3,864
   5,000     3/5/98.............................      4,816
                                                   --------
                                                     78,655
                                                   --------

PRINCIPAL                                          AMORTIZED
 AMOUNT             SECURITY DESCRIPTION             COST
- ---------    -----------------------------------   --------
U.S. TREASURY OBLIGATIONS, CONTINUED:
U.S. Treasury Notes (82.1%):
$  8,418     8.50%, 7/15/97.....................   $  8,428
 196,434     5.88%, 7/31/97 (b).................    196,555
  20,000     5.50%, 7/31/97.....................     20,001
  20,000     8.63%, 8/15/97 (b).................     20,076
  50,000     6.50%, 8/15/97 (b).................     50,071
  50,000     6.00%, 8/31/97.....................     50,014
  50,000     5.75%, 9/30/97.....................     50,052
                                                   --------
                                                    395,197
                                                   --------
  Total U.S. Treasury Obligations                   473,852
                                                   --------
Total (Amortized Cost--$473,852) (a)               $473,852
                                                   ========
</TABLE>

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

Percentages indicated are based on net assets of $480,860.

(a) Represents cost for financial reporting purposes and differs from cost for
    federal income tax by $8.

(b) A portion of this security was loaned as of June 30, 1997.

See notes to financial statements.

   6

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Government Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                                  JUNE 30, 1997
(Amounts in Thousands)
<TABLE>
<CAPTION>
PRINCIPAL                                          AMORTIZED
 AMOUNT             SECURITY DESCRIPTION              COST
- ---------    -----------------------------------   ----------
<C>          <S>                                   <C>
U.S. GOVERNMENT AGENCY SECURITIES (76.7%):
Federal Farm Credit Bank (3.2%):
$ 10,000     5.61%, 11/13/97....................   $   9,790
  25,000     5.45%, 3/3/98......................      24,952
                                                   ---------
                                                      34,742
                                                   ---------
Federal Home Loan Bank (4.8%):
  10,000     5.80%, 8/12/97.....................       9,998
   7,000     5.83%, 12/19/97....................       7,009
   9,750     5.99%, 2/9/98......................       9,765
  25,000     6.12%, 4/17/98.....................      24,996
                                                   ---------
                                                      51,768
                                                   ---------
Federal Home Loan Mortgage Corp. (6.9%):
  50,000     5.50%, 7/2/97......................      49,993
  25,000     5.95%, 6/19/98.....................      24,988
                                                   ---------
                                                      74,981
                                                   ---------
Federal National Mortgage Assoc. (47.0%):
  88,790     5.36%, 7/10/97.....................      88,670
  65,000     5.50%, 7/18/97.....................      64,831
  19,750     5.64%, 9/3/97......................      19,735
  30,000     5.26%, 9/3/97*.....................      29,997
  23,000     5.26%, 9/9/97*.....................      23,001
  39,785     5.56%, 9/24/97.....................      39,263
  25,000     5.59%, 10/14/97....................      24,592
  25,000     5.65%, 11/3/97.....................      24,510
  17,955     5.45%, 11/6/97.....................      17,934
  20,000     5.40%, 12/5/97.....................      19,988
  25,000     5.52%, 12/18/97....................      24,348
  25,000     5.48%, 1/2/98......................      24,978
  25,000     6.02%, 4/15/98.....................      24,981
  48,420     5.89%, 5/21/98.....................      48,382
   4,000     5.25%, 6/2/99*.....................       4,000
  20,000     5.25%, 7/26/99*....................      20,000
  10,000     5.25%, 9/22/99*....................      10,000
                                                   ---------
                                                     509,210
                                                   ---------

PRINCIPAL                                          AMORTIZED
 AMOUNT             SECURITY DESCRIPTION              COST
- ---------    -----------------------------------   ---------
U.S. GOVERNMENT AGENCY SECURITIES, CONTINUED
Student Loan Marketing Assoc. (14.8%):
$ 25,000     5.32%, 8/4/97*.....................   $  25,001
  25,000     5.26%, 8/21/97*....................      25,001
  40,000     5.24%, 11/24/97*...................      40,001
  25,000     5.26%, 9/28/98*....................      25,000
  25,000     5.26%, 11/10/98*...................      25,000
  10,000     5.28%, 1/13/99*....................       9,999
  10,000     5.29%, 8/2/99*.....................       9,997
                                                   ---------
                                                     159,999
                                                   ---------
Total U.S. Government Agency Securities              830,700
                                                   ---------
REPURCHASE AGREEMENTS (23.4%):
  73,289     Aubrey G. Lanston & Co., 5.40%,
               7/1/97 (collateralized by $56,614
               various U.S. Treasury Bonds,
               8.75% - 9.88%,
               11/15/15 - 5/15/17, market value
               $75,446).........................      73,289
  45,000     HSBC Securities, 5.90%, 7/1/97
               (collateralized by $46,015
               various U.S. Government
               Securities, 5.01% -  9.25%,
               6/8/98 - 6/27/07, market value
               $45,901).........................      45,000
  35,000     Lehman Brothers, 6.13%, 7/1/97
               (collateralized by $32,742
               various U.S. Government
               Securities, 0.00% -  9.05%,
               6/10/98 - 8/12/19, market value
               $35,691).........................      35,000
 100,000     Prudential Securities, 6.10%,
               7/1/97 (collateralized by
               $139,882 various U.S. Government
               Securities, 0.00% -  7.89%,
               7/22/97 - 2/1/25, market value
               $102,738)                             100,000
                                                   ---------
Total Repurchase Agreements                          253,289
                                                   ---------
Total (Amortized Cost--$1,083,989) (a)            $1,083,989
                                                   =========
</TABLE>

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

Percentages indicated are based on net assets of $1,083,438.

(a) Cost and value for federal income tax and financial reporting purposes are
    the same.

 * Variable rate securities having liquidity agreements. The interest rate,
   which will change periodically, is based upon an index of market rates. The
   rate reflected on the Schedule of Portfolio Investments is the rate in effect
   at June 30, 1997.

See notes to financial statements.

                                                                               7

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                               JUNE 30, 1997

<TABLE>
<CAPTION>
                                                                              (Amounts in Thousands,
                                                                            except per share amounts)
<S>                                                                       <C>              <C>
                                                                          TREASURY ONLY     GOVERNMENT
                                                                          MONEY MARKET     MONEY MARKET
                                                                              FUND             FUND
                                                                          -------------    ------------
ASSETS:
Investments, at amortized cost.........................................     $ 473,852       $   830,700
Repurchase agreements, at cost.........................................            --           253,289
                                                                          -----------      ------------
Total..................................................................       473,852         1,083,989
Cash...................................................................            66                 1
Interest receivable....................................................         9,211             4,723
Deferred organization costs............................................             3                20
Prepaid expenses and other assets......................................             8               122
                                                                          -----------      ------------
TOTAL ASSETS...........................................................       483,140         1,088,855
                                                                          -----------      ------------
LIABILITIES:
Dividends payable......................................................         2,179             5,090
Accrued expenses and other payables:
     Investment advisory fees..........................................            34                77
     Administration fees...............................................            21                48
     Accounting and transfer agent fees................................             2                 2
     Other.............................................................            44               200
                                                                          -----------      ------------
TOTAL LIABILITIES......................................................         2,280             5,417
                                                                          -----------      ------------
NET ASSETS:
Capital................................................................       480,952         1,083,623
Accumulated undistributed net realized losses from investment
  transactions.........................................................           (92)             (185)
                                                                          -----------      ------------
NET ASSETS.............................................................     $ 480,860       $ 1,083,438
                                                                          ===========      ============
Outstanding shares of beneficial interest..............................       480,950         1,083,623
                                                                          ===========      ============
Net Asset Value:
  Offering and redemption price per share..............................         $1.00             $1.00
                                                                              =======            ======
</TABLE>

See notes to financial statements.

   8

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS                        FOR THE YEAR ENDED JUNE 30, 1997

<TABLE>
<CAPTION>
                                                                              (Amounts in Thousands)
<S>                                                                       <C>              <C>
                                                                          TREASURY ONLY     GOVERNMENT
                                                                          MONEY MARKET     MONEY MARKET
                                                                              FUND             FUND
                                                                          -------------    -------------
INVESTMENT INCOME:
Interest income........................................................      $25,226          $57,712
Income from securities lending.........................................          145               13
                                                                          ----------       ----------
TOTAL INCOME...........................................................       25,371           57,725
                                                                          ----------       ----------
EXPENSES:
Investment advisory fees...............................................          385              849
Administration fees....................................................          241              530
Custodian and accounting fees..........................................           23                2
Legal and audit fees...................................................           11               19
Organization costs.....................................................            4               21
Trustees' fees and expenses............................................            3                5
Transfer agent fees....................................................            7                1
Registration and filing fees...........................................           58                1
Printing costs.........................................................            8                2
Other..................................................................            2                7
                                                                          ----------       ----------
TOTAL EXPENSES.........................................................          742            1,437
                                                                          ----------       ----------
Net Investment Income..................................................       24,629           56,288
                                                                          ----------       ----------
REALIZED LOSSES FROM INVESTMENT TRANSACTIONS:
Net realized losses from investment transactions.......................          (16)            (119)
                                                                          ----------       ----------
Net increase in net assets resulting from operations...................      $24,613          $56,169
                                                                          ==========       ==========
</TABLE>

See notes to financial statements.

                                                                               9

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
                                                                      (Amounts in Thousands)
<S>                                                  <C>            <C>            <C>            <C>
                                                        TREASURY ONLY MONEY             GOVERNMENT MONEY
                                                            MARKET FUND                   MARKET FUND
                                                     --------------------------    --------------------------
                                                     YEAR ENDED     YEAR ENDED     YEAR ENDED     YEAR ENDED
                                                      JUNE 30,       JUNE 30,       JUNE 30,       JUNE 30,
                                                        1997           1996           1997           1996
                                                     -----------    -----------    -----------    -----------
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
     Net investment income........................   $    24,629    $    18,797    $    56,288    $    42,135
     Net realized gains (losses) from investment
       transactions...............................           (16)           (76)          (119)             8
                                                     -----------    -----------    -----------    -----------
Change in net assets resulting from operations....        24,613         18,721         56,169         42,143
                                                     -----------    -----------    -----------    -----------
DISTRIBUTIONS TO SHAREHOLDERS:
     From net investment income...................       (24,629)       (18,797)       (56,288)       (42,135)
     In excess of net realized gains from
       investment transactions....................            --            (21)            --             --
                                                     -----------    -----------    -----------    -----------
Change in net assets from shareholder
  distributions...................................       (24,629)       (18,818)       (56,288)       (42,135)
                                                     -----------    -----------    -----------    -----------
CAPITAL TRANSACTIONS:
     Proceeds from shares issued..................     1,603,666      1,135,597      4,075,935      2,638,822
     Dividends reinvested.........................         3,409          2,487         11,375         10,663
     Cost of shares redeemed......................    (1,542,160)    (1,010,723)    (3,859,366)    (2,514,579)
                                                     -----------    -----------    -----------    -----------
Change in net assets from share transactions......        64,915        127,361        227,944        134,906
                                                     -----------    -----------    -----------    -----------
Change in Net Assets..............................        64,899        127,264        227,825        134,914
NET ASSETS:
     Beginning of period..........................       415,961        288,697        855,613        720,699
                                                     -----------    -----------    -----------    -----------
     End of period................................   $   480,860    $   415,961    $ 1,083,438    $   855,613
                                                     ===========    ===========    ===========    ===========
SHARE TRANSACTIONS:
     Issued.......................................     1,603,664      1,135,597      4,075,935      2,638,822
     Reinvested...................................         3,409          2,487         11,375         10,663
     Redeemed.....................................    (1,542,160)    (1,010,723)    (3,859,366)    (2,514,579)
                                                     -----------    -----------    -----------    -----------
Change in shares..................................        64,913        127,361        227,944        134,906
                                                     ===========    ===========    ===========    ===========
</TABLE>

See notes to financial statements.

  10

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS                                      JUNE 30, 1997

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 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 Funds' investment objectives are as follows:

<TABLE>
<CAPTION>
                    FUND                                           OBJECTIVE
      --------------------------------     ---------------------------------------------------------
      <S>                                  <C>
      Treasury Only Money Market Fund      High current income with liquidity and stability of
                                            principal with the added assurance of a fund that does
                                            not purchase securities that are subject to repurchase
                                            agreements.

      Government Money Market Fund         High current income with liquidity and stability of
                                            principal.
</TABLE>

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. 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.

       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 Government Money Market Fund may invest in repurchase agreements with
       institutions that Banc One Investment Advisors (the "Advisor") has
       determined are creditworthy. Each repurchase agreement is recorded at
       cost. The Fund requires that the securities purchased in a repurchase
       agreement 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. Repurchase agreements
       are considered to be loans by a fund under the 1940 Act.

       SECURITY TRANSACTIONS AND RELATED INCOME

       Security transactions are accounted for on a trade date basis. Net
       realized gains or losses from 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.
Continued

                                                                              11

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

       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
       Advisor to be of good standing and creditworthy under guidelines
       established by the Board of Trustees and when, in the judgement of the
       Advisor, 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 June 30, 1997, the
       following Fund had securities with the following amortized cost on loan
       (amount in thousands):

<TABLE>
<CAPTION>
                                                                            AMORTIZED COST
                                                                               OF LOANED
                                                                              SECURITIES
                                                                            ---------------
            <S>                                                             <C>
            Treasury Only Money Market Fund..............................      $116,076
</TABLE>

       The loaned securities were fully collateralized by cash and U.S.
       Government securities as of June 30, 1997.

       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 investment 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, if any, have been reclassified among the components of
       net assets.

       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 of the Trust, have been allocated
       among the respective funds 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

  12

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                           JUNE 30, 1997

       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. The Trust is registered to offer forty
   series and five classes of shares: Fiduciary, Class A, Class B, Class C and
   Service Class. Currently, the Trust consists of thirty three active Funds
   and, not all Funds can offer all classes of shares. As of June 30, 1997,
   there were no shareholders in the Class C or Service Class of the Funds.
   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, ADMINISTRATIVE AND DISTRIBUTION AGREEMENTS:

   The Trust and Advisor are parties to an investment advisory agreement under
   which the Advisor is entitled to receive a fee, computed daily and paid
   monthly, equal to 0.08% of the average daily net assets of each Fund.

   The Trust and The One Group Services Company (the "Administrator"), a
   wholly-owned subsidiary of The BISYS Group, Inc., are parties to an
   administrative agreement under which the Administrator provides services for
   a fee that is computed daily and paid monthly at an annual rate of 0.05% of
   each Fund's average daily net assets. The Advisor also serves as
   Sub-Administrator to each fund of the Trust, pursuant to an agreement between
   the Administrator and the Advisor. Pursuant to this agreement, the Advisor
   performs many of the Administrator's duties, for which the Advisor receives a
   fee paid by the Administrator.

   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 Administrator. Such
   officers receive no compensation from the Funds for serving in their
   respective roles.

5. FEDERAL TAX INFORMATION (UNAUDITED):

   At June 30, 1997 the following Funds have capital loss carryforwards which
   are available to offset future capital gains, if any (amounts in thousands):

<TABLE>
<CAPTION>
            FUND                                                        AMOUNT     EXPIRES
            ---------------------------------------------------------   ------     --------
            <S>                                                         <C>        <C>
            Treasury Only Money Market...............................    $ 18        2004
            Treasury Only Money Market...............................      58        2005
            Government Money Market..................................       8        2002
            Government Money Market..................................      26        2003
            Government Money Market..................................      32        2004
            Government Money Market..................................     119        2005
</TABLE>

  Capital losses incurred after October 31 within the Fund's fiscal year 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 ending June 30, 1998 (amounts in thousands):

<TABLE>
<CAPTION>
            FUND                                                                 AMOUNT
            ------------------------------------------------------------------   ------
            <S>                                                                  <C>
            Treasury Only Money Market........................................     $8
</TABLE>

                                                                              13

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                          TREASURY ONLY MONEY MARKET FUND
                                                              --------------------------------------------------------
                                                                                                               APRIL
                                                                                                                16,
                                                                          YEARS ENDED JUNE 30,                1993 TO
                                                              --------------------------------------------    JUNE 30,
                                                                1997        1996        1995        1994      1993(a)
                                                              --------    --------    --------    --------    --------
<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....................................      0.051       0.052       0.051       0.032      0.006
                                                              --------    --------    --------    --------    -------
Distributions:
  Net investment income....................................     (0.051)     (0.052)     (0.051)     (0.032)    (0.006)
                                                              --------    --------    --------    --------    -------
NET ASSET VALUE,
  END OF PERIOD............................................   $  1.000    $  1.000    $  1.000    $  1.000    $ 1.000
                                                              ========    ========    ========    ========    =======
Total Return...............................................       5.24%       5.38%       5.22%       3.23%      2.96% (b)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)........................   $480,860    $415,961    $288,697    $217,725    $60,330
  Ratio of expenses to average net assets..................       0.15%       0.17%       0.20%       0.15%      0.07% (b)
  Ratio of net investment income to average net assets.....       5.12%       5.23%       5.14%       3.23%      2.95% (b)
  Ratio of expenses to average net assets*.................       0.15%       0.17%       0.21%       0.22%      0.33% (b)
  Ratio of net investment income to average net assets*....       5.12%       5.23%       5.13%       3.16%      2.69% (b)
</TABLE>

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

 *  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.

See notes to financial statements.

  14

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                            GOVERNMENT MONEY MARKET FUND
                                                             ----------------------------------------------------------
                                                                                                               JUNE 14,
                                                                          YEARS ENDED JUNE 30,                 1993 TO
                                                             ----------------------------------------------    JUNE 30,
                                                                1997         1996        1995        1994      1993(a)
                                                             ----------    --------    --------    --------    --------
<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...................................        0.053       0.055       0.053       0.033       0.001
                                                             ----------    --------    --------    --------    --------
Distributions:
  Net investment income...................................       (0.053)     (0.055)     (0.053)     (0.033)     (0.001)
                                                             ----------    --------    --------    --------    --------
NET ASSET VALUE,
  END OF PERIOD...........................................   $    1.000    $  1.000    $  1.000    $  1.000    $  1.000
                                                             ==========    ========    ========    ========    ========
Total Return..............................................         5.43%       5.61%       5.41%       3.40%       3.28%(b)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).......................   $1,083,438    $855,613    $720,699    $692,253    $244,991
  Ratio of expenses to average net assets.................         0.14%       0.18%       0.21%       0.11%       0.07%(b)
  Ratio of net investment income to average net assets....         5.31%       5.46%       5.28%       3.41%       3.13%(b)
  Ratio of expenses to average net assets*................         0.14%       0.18%       0.22%       0.20%       0.33%(b)
  Ratio of net investment income to average net assets*...         5.31%       5.46%       5.27%       3.32%       2.87%(b)
</TABLE>

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

 *  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.

See notes to financial statements.

                                                                              15

<PAGE>

- --------------------------------------------------------------------------------
Report of Independent Accountants
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                               JUNE 30, 1997

To the Shareholders and Board of Trustees of
  The One Group Family of Mutual Funds:

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 Family of Mutual Funds), including the schedules of portfolio
investments, as of June 30, 1997, and the related statements of operations for
the year then ended, statements of changes in net assets for the two years in
the period then ended, and the financial highlights for each of the periods
indicated herein. These financial statements and financial highlights are the
responsibility of The One Group Family of Mutual Funds' management. Our
responsibility is to express an opinion on these financial statements and the
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 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, 1997 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
Treasury Only Money Market Fund and the Government Only Money Market Fund as of
June 30, 1997, the results of their operations, the changes in their net assets
and the financial highlights for the periods indicated herein, in conformity
with generally accepted accounting principles.

Columbus, Ohio                                          Coopers & Lybrand L.L.P.
August 22, 1997

  16

<PAGE>

<PAGE>

                                 EXHIBIT(17)(d)

                     SEMI-ANNUAL REPORTS FOR THE ONE GROUP
                              FOR THE PERIOD ENDED
                                DECEMBER 31, 1998


<PAGE>
 
- --------------------------------------------------------------------------------
Table of Contents
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
Report From Your Investment Advisor........................................    2
Portfolio Performance Review...............................................    4
Schedules of Portfolio Investments..........................................   6
Statements of Assets and Liabilities........................................   8
Statements of Operations....................................................   9
Statements of Changes in Net Assets........................................   10
Notes to Financial Statements..............................................   11
Financial Highlights.......................................................   14
 
                                                                              
  

<PAGE>
 
- --------------------------------------------------------------------------------
Report From Your Investment Advisor
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
We are pleased to present this semiannual report for The One Group(R) Family of
Mutual Funds. On the following pages, you will find an overview of the financial
markets and your fund's performance for the period from July 1, 1997, through
December 31, 1997.
 
DEAR VALUED SHAREHOLDER:
Thank you for continuing to support The One Group Family of Mutual Funds during
an interesting, challenging and ultimately rewarding year for investors.
 
Despite strong volatility throughout 1997 and turmoil in Asia, the Dow Jones
Industrial Average was up 24.94% for 1997. Never before had the index returned
more than 20% for three consecutive years. The S&P 500 Index soared even higher,
closing the year up 33.36%.
 
At the same time, and largely the result of low inflation, a strong U.S. dollar
and the flight to quality spurred by the Asian crisis, U.S. bond yields ended
the year on an impressive note. The 30-year Treasury, for example, ended the
year yielding 5.92%, close to its 20-year low. (As bond yields fall, bond prices
go up.)
 
ONCE AGAIN, A PHILOSOPHY REINFORCED
While the calendar-year returns for both the stock and bond markets are
impressive, events in the final six months of 1997 may be the most memorable. On
August 6, the Dow closed at 8,259, a record high and its peak for the calendar
year. Shortly thereafter, though, volatility rocked the market, as the effects
of the Asian financial crisis worked their way west. These forces culminated on
Monday, October 27, when the Dow plummeted more than 554 points, its
largest-ever point decline.
 
This drop may be the defining moment for 1997's financial markets, and it
presented a significant challenge for investors. But, rather than panicking,
shareholders of The One Group demonstrated a clear understanding of market
dynamics and the importance of maintaining a long-term investment philosophy.
 
I am pleased to report that there were no significant redemptions of One Group
shares after "Black Monday." To us, this implies that our investors understand
the potential dangers of selling their investments based on short-term
volatility. In fact, The One Group experienced a record purchase day on Tuesday,
October 28, indicating that investors realize the benefits of staying focused on
the stock market's long-term potential.
 
TAX BILL CHANGES FACE OF INVESTING
The second half of 1997 may be remembered as much for the jubilance it brought
investors as for the turmoil. The Taxpayer Relief Act of 1997 became law,
ushering in lower capital gains taxes for investors and new investment
opportunities poised to change the face of investing for years to come.
 
The cut in the capital gains tax rate may make investing in stocks even more
attractive for many investors. As you are planning for your future financial
needs and taking into consideration your appropriate asset allocation, please do
not overlook the impact of the new tax treatment of capital gains.
 
And, while you're planning for your financial future, take note that the 1997
tax law makes investing in IRAs even more attractive, particularly with the
introduction of the Roth IRA, a new type of account that offers tax-exempt
distributions in retirement. In addition, the Traditional IRA has been enhanced
with many new features.
 
The One Group can help you incorporate any of these retirement accounts into
your investment plan. Speak to your investment representative or call
1-800-480-4111 for more information on IRAs.
 
SEEK ADVICE FOR A YEAR'S WORTH OF EVENTS
With 1997's record volatility and the new investment opportunities introduced by
the tax law, now may be an ideal time to meet with your investment professional
and make sure your investment plan remains on track to meet your financial
needs.
 
As you probably know, your asset allocation--or the way your investment dollars
are strategically distributed among stock, bond and cash investments according
to your goals, risk tolerance and investing time frame--may be the
single-greatest determinant of your long-term investment success. After a year
full of market ups and downs, your asset allocation probably shifted. For
example, stock market appreciation may have caused your allocation to equities
to swing higher than called for in your plan. Your investment professional can
help you evaluate your plan and, if necessary, get it back on track.
 
   2

<PAGE>
 
- --------------------------------------------------------------------------------
Report From Your Investment Advisor, continued
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
Furthermore, your investment representative can help you make the most of the
Taxpayer Relief Act of 1997. Many of the provisions take effect with the 1998
tax year, so make sure you start off the year with the strategy that's most
appropriate for you.
 
Thank you for investing with The One Group Family of Mutual Funds and for your
ongoing support of the firm's time-tested investment philosophies. We look
forward to helping you achieve your financial goals in 1998 and beyond.
 
Sincerely,
 
/s/ DAVID J. KUNDERT
- ---------------------
David J. Kundert
President and CEO,
Banc One Investment Advisors Corporation,
Investment Advisor to The One Group
 
[DAVID J. KUNDERT PHOTO]
 
For a prospectus with more complete information on The One Group Investor Funds,
including management fees and expenses, please contact The One Group at
1-800-480-4111. Please read the prospectus carefully before investing.
(2/98)
 
                                                                               3

<PAGE>
 
- --------------------------------------------------------------------------------
Portfolio Performance Review
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
ECONOMIC GROWTH REMAINS STRONG
Despite showing a slight slowdown from the first half of the year, U.S. economic
growth during the second half of 1997 remained robust at a growth rate of 3.7%.
For the entire 12-month period, the U.S. economy grew by a 3.8% growth rate.
 
Firm employment gains and strong consumer confidence fueled the growth rate. The
unemployment rate headed steadily downward, ending the year at 4.7%. The economy
witnessed an average of 301,500 new non-farm jobs being created per month, when
all that is needed to absorb the growth in the labor force and keep the
unemployment rate steady is 150,000.
 
LONG-TERM INTEREST RATES DECLINE
Slightly higher inflation in 1996 kept long-term interest rates relatively high
throughout much of 1997. With prices climbing 3.3% on a year-over-year basis in
1996, investors feared that inflation would keep that pace or even climb higher
in 1997.
 
But, as the year unfolded it became apparent that inflation was, indeed, under
control. For the final six months of the year the inflation rate was 2.0%, and
for the entire year prices were up only 1.7%, the best performance in 11 years.
 
Low prices helped pave the way for a significant decline in long-term interest
rates by the end of the year. Also significant was the impact of the Asian
financial crisis, which caused currency values to plunge and sent financial
markets into turmoil. As worldwide events unfolded during the second half of the
year, it became clear that the Asian economies would weaken. This caused
investors throughout the world to turn to the safety of U.S. Treasury
securities, which helped drive up prices.
 
As a result of these events, long-term interest rates showed a significant
decline during the second half of 1997--a decline that was much greater than the
economic fundamentals supported. At the end of the year, the yield on the
30-year U.S. Treasury bond was 5.92%, after starting the year at 6.64% and
climbing to a high of 7.17% in early April.
 
FED REMAINS IDLE
The Federal Reserve remained on the sidelines during the second half of the
year, after raising interest rates just once in all of 1997--a 0.25% increase of
the federal funds rate in March. This lack of monetary policy action kept
short-term interest rates relatively steady for the remainder of the year.
 
The impact of the Asian currency crisis and market meltdowns may have
contributed to the Fed's decision to keep rates unchanged in the second half of
1997. While strong economic growth certainly created a valid reason for another
rate hike, the Fed resisted the temptation, figuring that the Asian situation
would contribute to slower growth ahead.
 
LOOKING AHEAD
In terms of U.S. economic growth, the Asian crisis remains a factor that can't
be ignored. Thirty percent of U.S. exports go to Asia, and with many Asian
countries facing currency devaluations of 35% to 80%, consumers in that region
have significantly less purchasing power. Furthermore, there's the possibility
that this currency crisis could spread to Latin America, where another 20% of
U.S. exports are at risk if there are some currency devaluations.
 
The United States accounts for 28% of the non-Asian global economy, and,
therefore, should be heavily influenced by the change in trade flows from Asia.
Asian stock markets have dropped nearly 70% over the last several months, which
undoubtedly will be reflected in lower overall consumption, particularly for
foreign imports. And, as prices on goods produced in Asia continue to fall, U.S.
imports from that region should go up.
 
As a result, cheaper goods coming from Asia, and possibly Latin America, should
force domestic competitors to lower their prices (or face sharply lower sales
prospects). This could push the U.S. inflation rate to as low as 1.5% in 1998,
compared to 1.7% in 1997 and 3.3% in 1996. At the same time, fewer U.S. exports
and greater imports should cause economic growth to slow to a 2% year-over-year
average for 1998.
 
   4

<PAGE>
- --------------------------------------------------------------------------------
Portfolio Performance Review, continued
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
Given all the instability overseas and the impending effects of a slowdown in
the U.S. economy, we believe that the Federal Reserve will lower interest rates
in 1998, probably sometime in the second half of the year. Long-term interest
rates should continue their downward trend, due to lower inflation and lower
economic growth. By the end of the year, we may see the yield on the 30-year
Treasury bond somewhere between 5.5% and 5.75%.
 
/s/ ANTHONY CHAN
- ------------------
Anthony Chan, Ph.D.
Managing Director and Chief Economist
Banc One Investment Advisors
 
                                                                               5

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Treasury Only Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                        AMORTIZED
 AMOUNT            SECURITY DESCRIPTION             COST
- ---------   -----------------------------------  ----------
<S>         <C>                                   <C>
U.S. TREASURY OBLIGATIONS (98.6%):
U.S. Treasury Bills (25.7%):
$125,412    1/22/98 (b)........................   $125,033
   4,490    2/5/98.............................      4,467
   2,489    2/12/98............................      2,473
   5,000    3/5/98.............................      4,953
  52,500    3/26/98............................     51,861
   8,940    11/12/98...........................      8,528
                                                  --------
                                                   197,315
                                                  --------
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                        AMORTIZED
 AMOUNT            SECURITY DESCRIPTION             COST
- ---------   -----------------------------------  ----------
<S>         <C>                                   <C>
U.S. TREASURY OBLIGATIONS, CONTINUED:
U.S. Treasury Notes (72.9%):
$100,000    7.88%, 1/15/98.....................   $100,090
 125,000    5.63%, 1/31/98.....................    124,993
 189,177    7.25%, 2/17/98.....................    189,546
  75,000    5.13%, 2/28/98.....................     74,950
   1,065    7.88%, 4/15/98.....................      1,072
  50,000    7.88%, 4/30/98 (b).................     50,060
   5,000    5.25%, 7/31/98.....................      4,990
  15,000    6.13%, 8/31/98.....................     15,039
                                                  --------
                                                   560,740
                                                  --------
  Total U.S. Treasury Obligations                  758,055
                                                  --------
Total (Amortized Cost $758,055) (a)               $758,055
                                                  ========
</TABLE>
 
- ------------
 
Percentages indicated are based on net assets of $768,616.
 
(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, 1997.
 
See notes to financial statements.
 
   6

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Government Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                        AMORTIZED
 AMOUNT            SECURITY DESCRIPTION             COST
- ---------   -----------------------------------  ----------
<S>         <C>                                  <C>
U.S. GOVERNMENT AGENCY SECURITIES (46.2%):
Federal Farm Credit Bank (4.9%):
$ 25,000    5.66%, 1/30/98.....................  $   24,888
  25,000    5.45%, 3/3/98......................      24,988
  25,000    5.60%, 10/1/98.....................      24,960
                                                 ----------
                                                     74,836
                                                 ----------
Federal Home Loan Bank (10.9%):
   9,750    5.99%, 2/9/98......................       9,753
  25,000    6.12%, 4/17/98.....................      24,999
  45,000    5.90%, 6/19/98.....................      45,049
  25,000    5.80%, 9/18/98.....................      25,013
   7,550    5.69%, 10/2/98.....................       7,552
  20,000    5.68%, 10/16/98....................      19,989
  10,000    5.90%, 10/23/98*...................       9,998
  25,000    5.84%, 12/17/98....................      24,987
                                                 ----------
                                                    167,340
                                                 ----------
Federal Home Loan Mortgage Corp. (3.7%):
  25,000    5.73%, 2/20/98.....................      24,804
   6,500    5.72%, 3/17/98.....................       6,501
  25,000    5.95%, 6/19/98.....................      24,994
                                                 ----------
                                                     56,299
                                                 ----------
Federal National Mortgage Assoc. (19.6%):
  22,000    5.48%, 1/2/98......................      22,000
  25,000    5.48%, 1/2/98......................      25,000
  45,000    5.55%, 1/28/98.....................      44,815
  25,000    5.48%, 2/5/98......................      24,869
  25,000    6.02%, 4/15/98.....................      24,993
  25,000    6.08%, 5/6/98......................      25,031
  48,420    5.89%, 5/21/98.....................      48,405
  25,000    5.72%, 8/28/98.....................      25,016
  20,000    5.71%, 9/9/98......................      19,982
  10,000    5.94%, 11/4/98*....................       9,997
   4,000    5.50%, 6/2/99*.....................       4,000
  20,000    5.50%, 7/26/99*....................      20,000
  10,000    5.50%, 9/22/99*....................      10,000
                                                 ----------
                                                    304,108
                                                 ----------
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                        AMORTIZED
 AMOUNT            SECURITY DESCRIPTION             COST
- ---------   -----------------------------------  ----------
<S>         <C>                                  <C>
U.S. GOVERNMENT AGENCY SECURITIES, CONTINUED:
Student Loan Marketing Assoc. (7.1%):
$ 65,000    5.62%, 9/28/98*....................  $   64,914
  25,000    5.62%, 11/10/98*...................      24,999
  10,000    5.64%, 1/13/99*....................      10,000
  10,000    5.65%, 8/2/99*.....................       9,998
                                                 ----------
                                                    109,911
                                                 ----------
        Total U.S. Government Agency Securities     712,494
                                                 ----------
U.S. TREASURY OBLIGATIONS (1.6%):
U.S. Treasury Notes (1.6%):
  25,000    5.25%, 7/31/98.....................      24,949
                                                 ----------
                Total U.S. Treasury Obligations      24,949
                                                 ----------
REPURCHASE AGREEMENTS (52.2%):
 325,000    Barclays De Zoette Wedd Securities,
              Inc., 6.67%, 1/2/98
              (collateralized by $320,594
              various U.S. Government Agency
              Securities, 5.95% - 7.00%,
              1/8/98 - 8/13/07, market value
              $331,501)........................     325,000
 352,000    HSBC Securities, Inc., 6.60%,
              1/2/98 (collateralized by
              $355,405 various U.S. Government
              Agency Securities, 0.00% - 9.65%,
              2/2/98 - 11/2/18, market value
              $359,041)........................     352,000
  77,000    Lehman Brothers Holdings, Inc.,
              5.90%, 1/2/98 (collateralized by
              $214,151 various U.S. Treasury
              STRIPS, 11/15/04 - 2/15/26,
              market value $78,541)............      77,000
  51,233    Prudential Securities, 6.80%,
              1/2/98 (collateralized by $73,843
              various U.S. Goverment
              Securities, 0.00% -  9.25%,
              2/4/00 - 10/1/27, market value
              $52,532).........................      51,233
                                                 ----------
                    Total Repurchase Agreements     805,233
                                                 ----------
         Total (Amortized Cost $1,542,676) (a)   $1,542,676
                                                 ==========
</TABLE>
 
- ------------
 
Percentages indicated are based on net assets of $1,542,248.
 
(a) Cost and value for federal income tax and financial reporting purposes are
    the same.
 
 * Securities having interest rates that reset weekly based on the U.S. Treasury
   Bill auctions. The rate reflected on the Schedule of Portfolio Investments is
   the rate in effect at December 31, 1997.
 
                                                                               7

See notes to financial statements.
 
    

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                           DECEMBER 31, 1997
(Amounts in Thousands, except per share amounts)
(Unaudited)
 
<TABLE>
<CAPTION>
                                                              TREASURY ONLY    GOVERNMENT
                                                              MONEY MARKET    MONEY MARKET
                                                                  FUND            FUND
                                                              -------------   -------------
<S>                                                           <C>             <C>
ASSETS:
Investments, at amortized cost..............................    $758,055       $  737,443
Repurchase agreements, at cost..............................          --          805,233
                                                                --------       ----------
Total.......................................................     758,055        1,542,676
Cash........................................................           1               --
Interest receivable.........................................      13,971            7,428
Deferred organization costs.................................           1               10
Prepaid expenses and other assets...........................          --               12
                                                                --------       ----------
TOTAL ASSETS................................................     772,028        1,550,126
                                                                --------       ----------
LIABILITIES:
Dividends payable...........................................       3,315            7,697
Accrued expenses and other payables:
     Investment advisory fees...............................          51              111
     Administration fees....................................          32               70
     Other..................................................          14               --
                                                                --------       ----------
TOTAL LIABILITIES...........................................       3,412            7,878
                                                                --------       ----------
NET ASSETS:
Capital.....................................................     768,705        1,542,372
Accumulated undistributed net realized gains (losses) from
  investment transactions...................................         (89)            (124)
                                                                --------       ----------
NET ASSETS..................................................    $768,616       $1,542,248
                                                                ========       ==========
Outstanding shares of beneficial interest...................     768,703        1,542,372
                                                                ========       ==========
Net Asset Value:
  Offering and redemption price per share...................        $1.00           $1.00
                                                                ========          =======
</TABLE>
 
See notes to financial statements.
 
                                                                               8

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS              FOR THE SIX MONTHS ENDED DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
                                                              TREASURY ONLY    GOVERNMENT
                                                              MONEY MARKET    MONEY MARKET
                                                                  FUND            FUND
                                                              -------------   -------------
<S>                                                           <C>             <C>
INVESTMENT INCOME:
Interest income.............................................     $16,252         $39,842
Income from securities lending..............................          85               3
                                                                 -------         -------
TOTAL INCOME................................................      16,337          39,845
                                                                 -------         -------
EXPENSES:
Investment advisory fees....................................         246             561
Administration fees.........................................         153             351
Custodian and accounting fees...............................          14              24
Legal and audit fees........................................           2              --
Organization costs..........................................           2              10
Trustees' fees and expenses.................................           4               4
Transfer agent fees.........................................           5               2
Registration and filing fees................................          15              67
Printing costs..............................................           1               1
Other.......................................................          18               3
                                                                 -------         -------
TOTAL EXPENSES..............................................         460           1,023
                                                                 -------         -------
Net Investment Income.......................................      15,877          38,822
                                                                 -------         -------
REALIZED GAINS (LOSSES) FROM INVESTMENT TRANSACTIONS:
Net realized gains (losses) from investment transactions....           3              61
                                                                 -------         -------
Net increase in net assets resulting from operations........     $15,880         $38,883
                                                                 =======         =======
</TABLE>
 
See notes to financial statements.
 
                                                                              9 

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
(Amounts in Thousands)
<TABLE>
<CAPTION>
                                                     TREASURY ONLY MONEY            GOVERNMENT MONEY
                                                         MARKET FUND                  MARKET FUND
                                                  --------------------------   --------------------------
<S>                                               <C>            <C>           <C>            <C>
                                                   SIX MONTHS       YEAR        SIX MONTHS       YEAR
                                                     ENDED          ENDED         ENDED          ENDED
                                                  DECEMBER 31,    JUNE 30,     DECEMBER 31,    JUNE 30,
                                                      1997          1997           1997          1997
                                                  -----------    -----------   -----------    -----------
 
<CAPTION>
                                                  (UNAUDITED)                  (UNAUDITED)
<S>                                               <C>            <C>           <C>            <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
     Net investment income......................  $    15,877    $    24,629   $    38,822    $    56,288
     Net realized gains (losses) from investment
       transactions.............................            3            (16)           61           (119)
                                                  -----------    -----------   -----------    -----------
Change in net assets resulting from
  operations....................................       15,880         24,613        38,883         56,169
                                                  -----------    -----------   -----------    -----------
DISTRIBUTIONS TO SHAREHOLDERS:
     From net investment income.................      (15,877)       (24,629)      (38,822)       (56,288)
                                                  -----------    -----------   -----------    -----------
Change in net assets from shareholder
  distributions.................................      (15,877)       (24,629)      (38,822)       (56,288)
                                                  -----------    -----------   -----------    -----------
CAPITAL TRANSACTIONS:
     Proceeds from shares issued................    1,093,772      1,603,666     2,956,522      4,075,935
     Dividends reinvested.......................        1,501          3,409         7,351         11,375
     Cost of shares redeemed....................     (807,520)    (1,542,160)   (2,505,124)    (3,859,366)
                                                  -----------    -----------   -----------    -----------
Change in net assets from share transactions....      287,753         64,915       458,749        227,944
                                                  -----------    -----------   -----------    -----------
Change in Net Assets............................      287,756         64,899       458,810        227,825
NET ASSETS:
     Beginning of period........................      480,860        415,961     1,083,438        855,613
                                                  -----------    -----------   -----------    -----------
     End of period..............................  $   768,616    $   480,860   $ 1,542,248    $ 1,083,438
                                                  ===========    ===========   ===========    ===========
SHARE TRANSACTIONS:
     Issued.....................................    1,093,772      1,603,664     2,956,522      4,075,935
     Reinvested.................................        1,501          3,409         7,351         11,375
     Redeemed...................................     (807,520)    (1,542,160)   (2,505,124)    (3,859,366)
                                                  -----------    -----------   -----------    -----------
Change in shares................................      287,753         64,913       458,749        227,944
                                                  ===========    ===========   ===========    ===========
</TABLE>
 
See notes to financial statements.
 
                                                                              10

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS                                  DECEMBER 31, 1997
(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 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 Funds' investment objectives are as follows:
 
<TABLE>
<CAPTION>
                   FUND                                             OBJECTIVE
                   ----                                             ---------
      <S>                                   <C>
      Treasury Only Money Market Fund       High current income with liquidity and stability of
                                             principal with the added assurance of a fund that does
                                             not purchase securities that are subject to repurchase
                                             agreements.
 
      Government Money Market Fund          High current income with liquidity and stability of
                                             principal.
</TABLE>
 
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. 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.
 
       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 Government Money Market Fund may invest in repurchase agreements with
       institutions that are deemed by Banc One Investment Advisors Corporation
       (the "Advisor") to be of good standing and creditworthy under guidelines
       established by the Board of Trustees. Each repurchase agreement is
       recorded at cost. The Fund requires that the securities purchased in a
       repurchase agreement 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.
       Repurchase agreements are considered to be loans by a fund under the 1940
       Act.
         
 
       SECURITY TRANSACTIONS AND RELATED INCOME
 
       Security transactions are accounted for on a trade date basis. Net
       realized gains or losses from 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.
 



                                                                              11

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1997
(Unaudited)
 
       SECURITY TRANSACTIONS AND RELATED INCOME
 
       Security transactions are accounted for on a trade date basis. Net
       realized gains or losses from 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
 
  12

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1997
(Unaudited)
 
       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 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
       Advisor to be of good standing and creditworthy under guidelines
       established by the Board of Trustees and when, in the judgment of the
       Advisor, the consideration which can be earned currently from such
       securities loans justifies the attendant risks. 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, 1997, the
       following Fund had securities with the following amortized cost on loan
       (amount in thousands):
 
<TABLE>
<CAPTION>
                                                              AMORTIZED COST
                                                                OF LOANED
                                                                SECURITIES
                                                              --------------
<S>                                                           <C>
Treasury Only Money Market Fund.............................     $171,768
</TABLE>
 
       The loaned securities were fully collateralized by cash and U.S.
       Government securities as of December 31, 1997.
 
       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 investment 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, if any, have been reclassified among the components of
       net assets.
 
       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 of the Trust, have been allocated
       among the respective funds 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
Continued
 
                                                                              12

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1997
(Unaudited)
 
       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
       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. The Trust is registered to offer forty
   series and five classes of shares: Fiduciary, Class A, Class B, Class C and
   Service Class. Currently, the Trust consists of thirty-three active Funds,
   and not all Funds offer all classes of shares. As of December 31, 1997, 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.
 
4. INVESTMENT ADVISORY, ADMINISTRATIVE AND DISTRIBUTION AGREEMENTS:
 
   The Trust and Advisor are parties to an investment advisory agreement under
   which the Advisor is entitled to receive a fee, computed daily and paid
   monthly, equal to 0.08% of the average daily net assets of each Fund.
 
   The Trust and The One Group Services Company (the "Administrator"), a
   wholly-owned subsidiary of The BISYS Group, Inc., are parties to an
   administrative agreement under which the Administrator provides services for
   a fee that is computed daily and paid monthly at an annual rate of 0.05% of
   each Fund's average daily net assets. The Advisor also serves as
   Sub-Administrator to each fund of the Trust, pursuant to an agreement between
   the Administrator and the Advisor. Pursuant to this agreement, the Advisor
   performs many of the Administrator's duties, for which the Advisor receives a
   fee paid by the Administrator.
 
   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 Administrator. Such
   officers receive no compensation from the Funds for serving in their
   respective roles.
 
                                                                             13

<PAGE>
 
   -----------------------------------------------------------------------------
   The One Group Family of Mutual Funds
 
   -----------------------------------------------------------------------------
   FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                 TREASURY ONLY MONEY MARKET FUND
                                               --------------------------------------------------------------------
                                                SIX MONTHS                                                APRIL 16,
                                                  ENDED                 YEARS ENDED JUNE 30,               1993 TO
                                               DECEMBER 31,   -----------------------------------------   JUNE 30,
                                                   1997         1997       1996       1995       1994      1993(A)
                                               ------------   --------   --------   --------   --------   ---------
                                               (UNAUDITED)
<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......................       0.026        0.051      0.052      0.051      0.032      0.006
                                                 --------     --------   --------   --------   --------    -------
Distributions:
  Net investment income......................      (0.026)      (0.051)    (0.052)    (0.051)    (0.032)    (0.006)
                                                 --------     --------   --------   --------   --------    -------
NET ASSET VALUE,
  END OF PERIOD..............................    $  1.000     $  1.000   $  1.000   $  1.000   $  1.000    $ 1.000
                                                 ========     ========   ========   ========   ========    =======
Total Return.................................        2.64%(b)     5.24%      5.38%      5.22%      3.23%      2.96%(c)
 
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)..........    $768,616     $480,860   $415,961   $288,697   $217,725    $60,330
  Ratio of expenses to average net assets....        0.15%(c)     0.15%      0.17%      0.20%      0.15%      0.07%(c)
  Ratio of net investment income to average
    net assets...............................        5.18%(c)     5.12%      5.23%      5.14%      3.23%      2.95%(c)
  Ratio of expenses to average net assets*...        0.15%(c)     0.15%      0.17%      0.21%      0.22%      0.33%(c)
  Ratio of net investment income to average
    net assets*..............................        5.18%(c)     5.12%      5.23%      5.13%      3.16%      2.69%(c)
</TABLE>
 
- ------------
 
 *  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) Not annualized.
(c) Annualized.
 
See notes to financial statements.
 
                                                                              14

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                      GOVERNMENT MONEY MARKET FUND
                                               --------------------------------------------------------------------------
                                                SIX MONTHS                                                       JUNE 14,
                                                  ENDED                     YEARS ENDED JUNE 30,                 1993 TO
                                               DECEMBER 31,    ----------------------------------------------    JUNE 30,
                                                   1997           1997         1996        1995        1994      1993(a)
                                               ------------    ----------    --------    --------    --------    --------
                                               (UNAUDITED)
<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....................          0.028          0.053       0.055       0.053       0.033       0.001
                                                ----------     ----------    --------    --------    --------    --------
Distributions:
  Net investment income....................         (0.028)        (0.053)     (0.055)     (0.053)     (0.033)     (0.001)
                                                ----------     ----------    --------    --------    --------    --------
NET ASSET VALUE,
  END OF PERIOD............................     $    1.000     $    1.000    $  1.000    $  1.000    $  1.000    $  1.000
                                                ==========     ==========    ========    ========    ========    ========
Total Return...............................           2.82%(b)       5.43%       5.61%       5.41%       3.40%       3.28%(c)
 
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)........     $1,542,248     $1,083,438    $855,613    $720,699    $692,253    $244,991
  Ratio of expenses to average net
    assets.................................           0.15%(c)       0.14%       0.18%       0.21%       0.11%       0.07%(c)
  Ratio of net investment income to average
    net assets.............................           5.53%(c)       5.31%       5.46%       5.28%       3.41%       3.13%(c)
  Ratio of expenses to average net
    assets*................................           0.15%(c)       0.14%       0.18%       0.22%       0.20%       0.33%(c)
  Ratio of net investment income to average
    net assets*............................           5.53%(c)       5.31%       5.46%       5.27%       3.32%       2.87%(c)
</TABLE>
 
- ------------
 
 *  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) Not annualized.
(c) Annualized.
 
See notes to financial statements.
 
                                                                             15
 
                                                                 

<PAGE>




                (This page has been left blank intentionally.)



<PAGE>
Important Customer Information.
Please Read:

Shares of The One Group:
* are not deposits or obligations
  of, or guaranteed by, BANC ONE
  CORPORATION or its affiliates
* are not insured or guaranteed by the 
  FDIC or by any other governmental 
  agency or government-sponsored
  agency of the federal government 
  or any state
* are subject to investment risks,
  including possible loss of the
  principal amount invested.

Banc One Investment Advisors
Corporation, a registered investment 
advisor and an indirect subsidiary of 
BANC ONE CORPORATION, serves 
as an investment advisor to The One
Group, for which it receives advisory 
fees. The One Group is distributed by 
The One Group Services Company, 
3435 Stelzer Road, Columbus,
Ohio 43219, which is not affiliated
with BANC ONE CORPORATION and 
is not a bank. Contact us at our web
site address: www.onegroup.com or
e-mail us at [email protected].

For more complete information on
any of The One Group Funds, including
management fees and expenses,
you may obtain a prospectus from 
The One Group Services Company.
Read the prospectus carefully                                
before investing.                                            

BANC ONE 
INVESTMENT                                                       
ADVISORS
CORPORATION



[BANC ONE LOGO]                                                        TOG-F-039

<PAGE>

                                                                           Money
                                                                    Market Funds
                                                             Semi- Annual Report
                                      For the six months ended December 31, 1997


                                                        U.S. Treasury Securities
                                                               Money Market Fund


                                                         Prime Money Market Fund


                                                     Municipal Money Market Fund


                                                Ohio Municipal Money Market Fund




                                     [THE ONE GROUP FAMILY OF MUTUAL FUNDS LOGO]

<PAGE>
           ----------------------------------------------------------

              Important Customer Information. Investment Products:

              * are not deposits or obligations of or guaranteed by,
                BANC ONE CORPORATION or any of its affiliates,
               
              * are not insured by the FDIC, and
                                                                         ----
              * are subject to investment risks, including possible      FDIC
                loss of the principal amount invested.                   LOGO
                                                                         ----
           -----------------------------------------------------------


<PAGE>
 
- --------------------------------------------------------------------------------
Table of Contents
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
Report From Your Investment Advisor........................................    2
Portfolio Performance Review...............................................    4
Schedules of Portfolio Investments..........................................   6
Statements of Assets and Liabilities.......................................   18
Statements of Operations...................................................   19
Statements of Changes in Net Assets........................................   20
Notes to Financial Statements..............................................   22
Financial Highlights.......................................................   28
 
                                                                               1

<PAGE>
 
- --------------------------------------------------------------------------------
Report From Your Investment Advisor
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
We are pleased to present this semiannual report for The One Group(R) Family of
Mutual Funds. On the following pages, you will find an overview of the financial
markets and your fund's performance for the period from July 1, 1997, through
December 31, 1997.
 
DEAR VALUED SHAREHOLDER:
Thank you for continuing to support The One Group Family of Mutual Funds during
an interesting, challenging and ultimately rewarding year for investors.
 
Despite strong volatility throughout 1997 and turmoil in Asia, the Dow Jones
Industrial Average was up 24.94% for 1997. Never before had the index returned
more than 20% for three consecutive years. The S&P 500 Index soared even higher,
closing the year up 33.36%.
 
At the same time, and largely the result of low inflation, a strong U.S. dollar
and the flight to quality spurred by the Asian crisis, U.S. bond yields ended
the year on an impressive note. The 30-year Treasury, for example, ended the
year yielding 5.92%, close to its 20-year low. (As bond yields fall, bond prices
go up.)
 
ONCE AGAIN, A PHILOSOPHY REINFORCED
While the calendar-year returns for both the stock and bond markets are
impressive, events in the final six months of 1997 may be the most memorable. On
August 6, the Dow closed at 8,259, a record high and its peak for the calendar
year. Shortly thereafter, though, volatility rocked the market, as the effects
of the Asian financial crisis worked their way west. These forces culminated on
Monday, October 27, when the Dow plummeted more than 554 points, its
largest-ever point decline.
 
This drop may be the defining moment for 1997's financial markets, and it
presented a significant challenge for investors. But, rather than panicking,
shareholders of The One Group demonstrated a clear understanding of market
dynamics and the importance of maintaining a long-term investment philosophy.
 
I am pleased to report that there were no significant redemptions of One Group
shares after "Black Monday." To us, this implies that our investors understand
the potential dangers of selling their investments based on short-term
volatility. In fact, The One Group experienced a record purchase day on Tuesday,
October 28, indicating that investors realize the benefits of staying focused on
the stock market's long-term potential.
 
TAX BILL CHANGES FACE OF INVESTING
The second half of 1997 may be remembered as much for the jubilance it brought
investors as for the turmoil. The Taxpayer Relief Act of 1997 became law,
ushering in lower capital gains taxes for investors and new investment
opportunities poised to change the face of investing for years to come.
 
The cut in the capital gains tax rate may make investing in stocks even more
attractive for many investors. As you are planning for your future financial
needs and taking into consideration your appropriate asset allocation, please do
not overlook the impact of the new tax treatment of capital gains.
 
And, while you're planning for your financial future, take note that the 1997
tax law makes investing in IRAs even more attractive, particularly with the
introduction of the Roth IRA, a new type of account that offers tax-exempt
distributions in retirement. In addition, the Traditional IRA has been enhanced
with many new features.
 
The One Group can help you incorporate any of these retirement accounts into
your investment plan. Speak to your investment representative or call
1-800-480-4111 for more information on IRAs.
 
SEEK ADVICE FOR A YEAR'S WORTH OF EVENTS
With 1997's record volatility and the new investment opportunities introduced by
the tax law, now may be an ideal time to meet with your investment professional
and make sure your investment plan remains on track to meet your financial
needs.
 
As you probably know, your asset allocation--or the way your investment dollars
are strategically distributed among stock, bond and cash investments according
to your goals, risk tolerance and investing time frame--may be the
single-greatest determinant of your long-term investment success. After a year
full of market ups and downs, your asset allocation probably shifted. For
example, stock market appreciation may have caused your allocation to equities
to swing higher than called for in your plan. Your investment professional can
help you evaluate your plan and, if necessary, get it back on track.
 
   2

<PAGE>
 
- --------------------------------------------------------------------------------
Report From Your Investment Advisor, continued
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
Furthermore, your investment representative can help you make the most of the
Taxpayer Relief Act of 1997. Many of the provisions take effect with the 1998
tax year, so make sure you start off the year with the strategy that's most
appropriate for you.
 
Thank you for investing with The One Group Family of Mutual Funds and for your
ongoing support of the firm's time-tested investment philosophies. We look
forward to helping you achieve your financial goals in 1998 and beyond.
 
Sincerely,
 
LOGO
David J. Kundert
President and CEO,
Banc One Investment Advisors Corporation,
Investment Advisor to The One Group
 
David J. Kundert photo
 
For a prospectus with more complete information on The One Group Investor Funds,
including management fees and expenses, please contact The One Group at
1-800-480-4111. Please read the prospectus carefully before investing.
(2/98)
 
                                                                               3

<PAGE>
 
- --------------------------------------------------------------------------------
Portfolio Performance Review
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
ECONOMIC GROWTH REMAINS STRONG
Despite showing a slight slowdown from the first half of the year, U.S. economic
growth during the second half of 1997 remained robust at a growth rate of 3.7%.
For the entire 12-month period, the U.S. economy grew by a 3.8% growth rate.
 
Firm employment gains and strong consumer confidence fueled the growth rate. The
unemployment rate headed steadily downward, ending the year at 4.7%. The economy
witnessed an average of 301,500 new non-farm jobs being created per month, when
all that is needed to absorb the growth in the labor force and keep the
unemployment rate steady is 150,000.
 
LONG-TERM INTEREST RATES DECLINE
Slightly higher inflation in 1996 kept long-term interest rates relatively high
throughout much of 1997. With prices climbing 3.3% on a year-over-year basis in
1996, investors feared that inflation would keep that pace or even climb higher
in 1997.
 
But, as the year unfolded it became apparent that inflation was, indeed, under
control. For the final six months of the year the inflation rate was 2.0%, and
for the entire year prices were up only 1.7%, the best performance in 11 years.
 
Low prices helped pave the way for a significant decline in long-term interest
rates by the end of the year. Also significant was the impact of the Asian
financial crisis, which caused currency values to plunge and sent financial
markets into turmoil. As worldwide events unfolded during the second half of the
year, it became clear that the Asian economies would weaken. This caused
investors throughout the world to turn to the safety of U.S. Treasury
securities, which helped drive up prices.
 
As a result of these events, long-term interest rates showed a significant
decline during the second half of 1997--a decline that was much greater than the
economic fundamentals supported. At the end of the year, the yield on the
30-year U.S. Treasury bond was 5.92%, after starting the year at 6.64% and
climbing to a high of 7.17% in early April.
 
FED REMAINS IDLE
The Federal Reserve remained on the sidelines during the second half of the
year, after raising interest rates just once in all of 1997--a 0.25% increase of
the federal funds rate in March. This lack of monetary policy action kept
short-term interest rates relatively steady for the remainder of the year.
 
The impact of the Asian currency crisis and market meltdowns may have
contributed to the Fed's decision to keep rates unchanged in the second half of
1997. While strong economic growth certainly created a valid reason for another
rate hike, the Fed resisted the temptation, figuring that the Asian situation
would contribute to slower growth ahead.
 
LOOKING AHEAD
In terms of U.S. economic growth, the Asian crisis remains a factor that can't
be ignored. Thirty percent of U.S. exports go to Asia, and with many Asian
countries facing currency devaluations of 35% to 80%, consumers in that region
have significantly less purchasing power. Furthermore, there's the possibility
that this currency crisis could spread to Latin America, where another 20% of
U.S. exports are at risk if there are some currency devaluations.
 
The United States accounts for 28% of the non-Asian global economy, and,
therefore, should be heavily influenced by the change in trade flows from Asia.
Asian stock markets have dropped nearly 70% over the last several months, which
undoubtedly will be reflected in lower overall consumption, particularly for
foreign imports. And, as prices on goods produced in Asia continue to fall, U.S.
imports from that region should go up.
 
As a result, cheaper goods coming from Asia, and possibly Latin America, should
force domestic competitors to lower their prices (or face sharply lower sales
prospects). This could push the U.S. inflation rate to as low as 1.5% in 1998,
compared to 1.7% in 1997 and 3.3% in 1996. At the same time, fewer U.S. exports
and greater imports should cause economic growth to slow to a 2% year-over-year
average for 1998.
 
   4

<PAGE>
 
- --------------------------------------------------------------------------------
Portfolio Performance Review, continued
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
Given all the instability overseas and the impending effects of a slowdown in
the U.S. economy, we believe that the Federal Reserve will lower interest rates
in 1998, probably sometime in the second half of the year. Long-term interest
rates should continue their downward trend, due to lower inflation and lower
economic growth. By the end of the year, we may see the yield on the 30-year
Treasury bond somewhere between 5.5% and 5.75%.
 
/s/ Anthony Chan
Anthony Chan, Ph.D.
Managing Director and Chief Economist
Banc One Investment Advisors
 
                                                                               5

<PAGE>
 
- --------------------------------------------------------------------------------
Portfolio Performance Review, continued
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
U.S. Treasury Securities Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                       AMORTIZED
 AMOUNT           SECURITY DESCRIPTION             COST
- ---------  -----------------------------------  ----------
<C>        <S>                                  <C>
                        U.S. TREASURY OBLIGATIONS (16.7%):
U.S. Treasury Bills (9.2%):
$  55,000  3/5/98 (b).........................  $   54,484
  150,000  3/26/98............................     148,202
   25,000  6/25/98............................      24,348
  100,000  11/12/98...........................      95,398
                                                ----------
                                                   322,432
                                                ----------
U.S. Treasury Notes (7.5%):
  120,000  5.25%, 7/31/98.....................     119,759
   95,000  6.13%, 8/31/98.....................      95,232
   50,000  5.88%, 10/31/98....................      50,113
                                                ----------
                                                   265,104
                                                ----------
  Total U.S. Treasury Obligations                  587,536
                                                ----------
                            REPURCHASE AGREEMENTS (83.6%):
  175,000  Aubrey G. Lanston & Co., 6.50%,
             1/2/98 (Collateralized by
             $169,891 various U.S. Treasury
             Securities, 5.88% - 6.63%,
             11/15/05 - 2/15/27, market
             value - $179,385)................     175,000
  175,000  Barclays De Zoette Wedd, 6.63%,
             1/2/98 (Collateralized by
             $202,633 various U.S. Treasury
             Securities, 0.00% - 12.38%,
             7/31/98 - 2/15/26, market
             value - $178,501)................     175,000
  160,000  CIBC Wood Gundy, 6.50%, 1/2/98
             (Collateralized by $121,298
             various U.S. Treasury Securities,
             7.25% - 12.00%,
             8/15/13 - 8/15/22, market
             value - $163,604)................     160,000
  299,317  Deutsche Morgan Grenfell, 6.80%,
             1/2/98 (Collateralized by
             $291,824 various U.S. Treasury
             Securities, 0.00% - 12.50%,
             8/15/98 - 5/15/21, market
             value - $305,303)................     299,317
  250,000  Deutsche Morgan Grenfell, 7.30%,
             1/5/98 (Collateralized by
             $243,743 various U.S. Treasury
             Securities, 0.00% - 12.50%,
             8/15/98 - 5/15/21, market
             value - $255,000)................     250,000
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                       AMORTIZED
 AMOUNT           SECURITY DESCRIPTION             COST
- ---------  -----------------------------------  ----------
<C>        <S>                                  <C>
                         REPURCHASE AGREEMENTS, CONTINUED:
$ 170,000  Donaldson, Lufkin & Jenrette,
             6.50%, 1/2/98 (Collateralized by
             $143,145 various U.S. Treasury
             Securities, 5.63% - 10.38%,
             2/15/99 - 2/15/19, market
             value - $173,400)................  $  170,000
  165,000  Dresdner Securities, 5.00%, 1/2/98
             (Collateralized by $140,996
             various U.S. Treasury Securities,
             6.25% - 8.13%, 8/15/21 - 8/15/25,
             market value - $167,391).........     165,000
  865,000  Goldman Sachs, 6.53%, 1/2/98
             (Collateralized by $799,232
             various U.S. Treasury Securities,
             0.00% - 13.13%,
             1/2/98 - 11/15/27, market
             value - $882,300)................     865,000
  175,000  HSBC Securities, 6.55%, 1/2/98
             (Collateralized by $307,505
             various U.S. Treasury Securities,
             0.00% - 11.75%,
             6/30/02 - 2/15/27, market
             value - $178,504)................     175,000
  175,000  J.P. Morgan Securities, 6.30%,
             1/2/98 (Collateralized by
             $169,587 various U.S. Treasury
             Securities, 5.63% - 7.25%,
             12/31/99 - 8/15/26, market
             value - $178,501)................     175,000
  175,000  Lehman Brothers Holding, Inc.,
             6.40%, 1/2/98 (Collateralized by
             $377,778 various U.S. Treasury
             Securities, 0.00%,
             11/15/98 - 2/15/23, market
             value - $178,503)................     175,000
  160,000  Morgan Stanley, 6.20%, 1/2/98
             (Collateralized by $158,825 U.S.
             Treasury Notes, 6.75% - 7.50%,
             6/30/99 - 11/15/01, market
             value - $163,282)................     160,000
                                                ----------
  Total Repurchase Agreements                    2,944,317
                                                ----------
         Total (Amortized Cost $3,531,853) (a)  $3,531,853
                                                ==========
</TABLE>
 
- ------------
 
See notes to financial statements.
 
                                       6

<PAGE>
 
- --------------------------------------------------------------------------------
Portfolio Performance Review, continued
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
Percentages indicated are based on net assets of $3,521,750.
 
(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, 1997.
 
See notes to financial statements.
 
                                       7

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Prime Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                        AMORTIZED
 AMOUNT            SECURITY DESCRIPTION             COST
- ---------   -----------------------------------  ----------
<C>         <S>                                  <C>
 CERTIFICATES OF DEPOSIT (3.5%):
 Banking (3.5%):
$ 25,000    Bankers Trust New York Corp.,
              6.11%, 3/25/98...................  $   24,998
  25,000    Bankers Trust New York Corp.,
              6.00%, 7/7/98....................      24,995
  25,000    Bankers Trust New York Corp.,
              5.88%, 7/14/98...................      24,996
  20,000    Bankers Trust New York Corp.,
              5.92%, 7/17/98...................      19,997
  25,000    Bankers Trust New York Corp.,
              5.91%, 8/7/98....................      24,994
                                                 ----------
   Total Certificates of Deposit                    119,980
                                                 ----------
                                  COMMERCIAL PAPER (52.5%):
 Automotive (1.9%):
  40,000    American Honda Finance Corp.,
              5.63%, 1/30/98...................      39,818
  25,000    Mitsubishi Motors Credit of
              America, Inc., 6.38%, 2/25/98....      24,757
                                                 ----------
                                                     64,575
                                                 ----------
 Banking (1.6%):
  25,000    Abbey National North America,
              5.54%, 3/16/98...................      24,716
  20,000    Galicia Funding Corp., 5.75%,
              3/2/98...........................      19,808
  10,000    Garanti Funding Corp., 5.75%,
              5/1/98...........................       9,808
                                                 ----------
                                                     54,332
                                                 ----------
 Computer Software (3.6%):
  18,200    CSC Enterprises, 5.61%, 1/6/98.....      18,186
  19,000    CSC Enterprises, 5.63%, 2/5/98.....      18,896
  25,850    CSC Enterprises, 5.66%, 2/10/98....      25,687
  30,000    CSC Enterprises, 5.70%, 2/12/98....      29,801
  30,000    CSC Enterprises, 5.75%, 3/4/98.....      29,703
                                                 ----------
                                                    122,273
                                                 ----------
 Construction (2.1%):
  27,000    Cemex, SA de CV, 5.56%, 1/8/98.....      26,971
  20,000    Cemex, SA de CV, 5.62%, 1/26/98....      19,922
  15,000    Cemex, SA de CV, 5.62%, 1/29/98....      14,934
  10,000    Cemex, SA de CV, 5.62%, 2/11/98....       9,936
                                                 ----------
                                                     71,763
                                                 ----------
 Consumer Goods & Services (0.7%):
  25,000    Newell Co., 5.60%, 2/3/98..........      24,872
                                                 ----------
 Financial Services (21.0%):
  35,497    Banner Receivables Corp., 6.00%,
              1/12/98..........................      35,432
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                        AMORTIZED
 AMOUNT            SECURITY DESCRIPTION             COST
- ---------   -----------------------------------  ----------
<C>         <S>                                  <C>
                               COMMERCIAL PAPER, CONTINUED:
 Financial Services, continued:
$ 50,000    Banner Receivables Corp., 5.65%,
              1/23/98..........................  $   49,828
  40,000    Banner Receivables Corp., 6.20%,
              1/26/98..........................      39,828
  29,795    Banner Receivables Corp., 6.04%,
              2/17/98..........................      29,560
  25,000    Broadway Capital, 6.20%, 1/23/98...      24,905
  32,450    Broadway Capital, 6.02%, 1/27/98...      32,309
  30,371    Broadway Capital, 6.20%, 2/4/98....      30,193
   9,300    Broadway Capital, 6.15%, 2/17/98...       9,225
  40,000    Broadway Capital, 6.20%, 2/18/98...      39,669
  25,000    Broadway Capital, 6.05%, 2/20/98...      24,790
  30,000    CXC, Inc., 5.55%, 1/14/98..........      29,940
  42,000    CXC, Inc., 5.63%, 2/4/98...........      41,777
  13,160    Gotham Funding Corp., 6.35%,
              1/5/98...........................      13,151
  20,000    Gotham Funding Corp., 6.34%,
              1/8/98...........................      19,975
  26,473    Gotham Funding Corp., 6.20%,
              1/30/98..........................      26,340
  13,595    Gotham Funding Corp., 6.28%,
              2/2/98...........................      13,519
  25,000    Gotham Funding Corp., 6.33%,
              2/11/98..........................      24,820
  20,337    Gotham Funding Corp., 6.05%,
              2/17/98..........................      20,176
  40,000    Gotham Funding Corp., 6.25%,
              2/24/98..........................      39,625
  50,000    Kitty Hawk Funding Corp., 5.78%,
              3/17/98..........................      49,398
  38,639    Old Line Funding Corp., 6.07%,
              2/5/98...........................      38,411
  14,155    Old Line Funding Corp., 5.82%,
              2/20/98..........................      14,041
  20,000    Variable Funding Capital Corp.,
              5.88%, 1/27/98...................      19,915
  44,085    Variable Funding Capital Corp.,
              5.77%, 3/19/98...................      43,541
                                                 ----------
                                                    710,368
                                                 ----------
 Gas & Electric Utility (5.5%):
  24,582    AES Shady Point, Inc., 5.62%,
              1/16/98..........................      24,524
  20,000    AES Shady Point, Inc., 5.69%,
              1/22/98..........................      19,934
  46,918    Cogentrix of Richmond, Inc., 5.85%,
              1/13/98..........................      46,827
  19,418    Cogentrix of Richmond, Inc., 5.90%,
              1/15/98..........................      19,373
  29,406    Cogentrix of Richmond, Inc., 5.90%,
              1/16/98..........................      29,334
</TABLE>
 
Continued
 
                                       8

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Prime Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                        AMORTIZED
 AMOUNT            SECURITY DESCRIPTION             COST
- ---------   -----------------------------------  ----------
<C>         <S>                                  <C>
                               COMMERCIAL PAPER, CONTINUED:
 Gas & Electric Utility, continued:
$ 25,000    National Rural Utilities Finance
              Corp., 5.54%, 2/12/98............  $   24,838
  20,000    National Rural Utilities Finance
              Corp., 5.54%, 2/17/98............      19,855
                                                 ----------
                                                    184,685
                                                 ----------
 Industrial Goods & Services (0.8%):
  28,700    Hosokawa Micron International,
              Inc., 6.25%, 1/26/98.............      28,575
                                                 ----------
 Insurance (3.4%):
  40,000    Safeco Credit Co., 5.67%, 2/2/98...      39,799
  50,000    Safeco Credit Co., 5.85%,
              2/23/98..........................      49,569
  25,000    Safeco Credit Co., 5.76%,
              3/11/98..........................      24,724
                                                 ----------
                                                    114,092
                                                 ----------
 Office Equipment & Services (1.6%):
  26,000    Xerox Mexicana SA de CV, 5.66%,
              1/15/98..........................      25,943
  27,097    Xerox Mexicana SA de CV, 5.80%,
              2/9/98...........................      26,927
                                                 ----------
                                                     52,870
                                                 ----------
 Oil & Gas Exploration (2.7%):
  27,000    Pemex Capital, Inc., 5.70%,
              4/9/98...........................      26,581
  25,000    Pemex Capital, Inc., 5.70%,
              4/22/98..........................      24,561
  10,000    Petroleo Brasileiro SA, Series C,
              5.55%, 3/18/98...................       9,883
  30,000    Petroleo Brasileiro SA, Series C,
              5.54%, 3/27/98...................      29,607
                                                 ----------
                                                     90,632
                                                 ----------
 Pharmaceuticals (1.8%):
  23,000    Akzo Nobel, Inc., 5.55%, 2/24/98...      22,809
  20,000    Akzo Nobel, Inc., 5.67%, 3/20/98...      19,754
  20,000    Akzo Nobel, Inc., 5.67%, 3/23/98...      19,745
                                                 ----------
                                                     62,308
                                                 ----------
 Real Estate (4.3%):
  50,000    75 State Street Capital Corp.,
              5.90%, 1/21/98...................      49,836
  50,000    Countrywide Home Loans, 6.70%,
              1/5/98...........................      49,962
  46,300    Countrywide Home Loans, 6.15%,
              1/29/98..........................      46,079
                                                 ----------
                                                    145,877
                                                 ----------
 Retail (1.5%):
  11,950    Sotheby's, Inc., 5.93%, 1/21/98....      11,911
  10,000    Sotheby's, Inc., 6.00%, 1/26/98....       9,958
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                        AMORTIZED
 AMOUNT            SECURITY DESCRIPTION             COST
- ---------   -----------------------------------  ----------
<C>         <S>                                  <C>
                               COMMERCIAL PAPER, CONTINUED:
 Retail, continued:
$ 30,000    Sotheby's, Inc., 6.00%, 1/28/98....  $   29,865
                                                 ----------
                                                     51,734
                                                 ----------
  Total Commercial Paper                          1,778,956
                                                 ----------
 CORPORATE NOTES & BONDS (4.7%):
 Banking (1.5%):
  25,000    Abbey National, 5.88%, 12/22/98....      24,987
  25,000    PNC Bank N.A., 6.05%, 5/28/98......      24,991
                                                 ----------
                                                     49,978
                                                 ----------
 Brokerage Services (1.2%):
  25,000    Bear Stearns Co., Inc., 6.30%,
              4/16/98..........................      25,000
  15,000    Credit Suisse First Boston, 6.12%,
              3/31/98..........................      14,996
                                                 ----------
                                                     39,996
                                                 ----------
 Computer Hardware (2.0%):
  43,500    IBM Credit Corp., 5.75%, 1/20/98...      43,499
  25,000    IBM Credit Corp., 6.07%, 5/19/98...      25,000
                                                 ----------
                                                     68,499
                                                 ----------
  Total Corporate Notes & Bonds                     158,473
                                                 ----------
 FUNDING AGREEMENTS (9.8%):
  50,000    Allstate Life Insurance Co., 5.86%,
              8/31/98*.........................      50,000
 160,000    General American Life Insurance
              Co., 5.89%, 2/19/98*.............     160,000
  60,000    Peoples Security Life Insurance
              Co., 5.85%, 9/1/98*..............      60,000
  35,000    Providian Life & Health Insurance
              Co., 6.01%, 9/1/98*..............      35,000
  25,000    Providian Life & Health Insurance
              Co., 6.01%, 11/1/98*.............      25,000
                                                 ----------
  Total Funding Agreements                          330,000
                                                 ----------
 U.S. GOVERNMENT AGENCY SECURITIES (1.5%):
 Student Loan Marketing Assoc. (1.5%):
  50,000    5.62%, 9/28/98*....................      50,000
                                                 ----------
  Total U.S. Government Agency Securities            50,000
                                                 ----------
 YANKEE & EURODOLLAR (16.0%):
 Banking (16.0%):
  40,000    ABN Amro Bank NV, 6.27%, 4/17/98...      39,997
  50,000    Bank of Nova Scotia, 5.89%,
              12/15/98.........................      50,005
</TABLE>
 
Continued
 
                                       9

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Prime Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                        AMORTIZED
 AMOUNT            SECURITY DESCRIPTION             COST
- ---------   -----------------------------------  ----------
<C>         <S>                                  <C>
 YANKEE & EURODOLLAR, CONTINUED:
 Banking, continued:
$ 50,000    Bank of Nova Scotia - SCIOTABANK,
              5.95%, 6/30/98...................  $   49,986
  25,000    Bayerische Landesbank, 5.81%,
              12/17/98.........................      24,984
  30,000    Bayerische Verinsbank AG, 5.70%,
              10/6/98..........................      29,987
  25,000    Canadian Imperial Bank of Commerce,
              5.94%, 10/21/98..................      24,988
  22,000    Deutsche Bank A.G., 6.20%,
              4/8/98...........................      22,005
  23,500    Dresdner Bank A.G., 5.85%,
              2/13/98..........................      23,500
  25,000    National Australia Bank, 5.74%,
              10/13/98.........................      24,991
  12,000    Rabobank Nederland, 5.75%,
              2/3/98...........................      11,997
  12,000    Rabobank Nederland, 5.53%,
              4/1/98...........................      11,834
  25,000    Royal Bank of Canada, 6.08%,
              5/20/98..........................      24,997
  25,000    Royal Bank of Canada, 6.05%,
              6/8/98...........................      24,995
  25,000    Societe Generale, 5.85%, 3/3/98....      24,999
  25,000    Societe Generale, 6.18%, 5/6/98....      24,998
  26,000    Societe Generale, 5.86%, 7/21/98...      25,981
  25,000    Societe Generale, 5.97%, 9/15/98...      24,992
  25,000    Societe Generale, 5.88%,
              12/16/98.........................      24,993
  25,000    Swiss Bank Corp., 5.90%, 8/28/98...      24,992
  25,000    Swiss Bank Corp., 5.83%,
              12/16/98.........................      24,984
                                                 ----------
  Total Yankee & Eurodollar                         540,205
                                                 ----------
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                        AMORTIZED
 AMOUNT            SECURITY DESCRIPTION             COST
- ---------   -----------------------------------  ----------
<C>         <S>                                  <C>
 REPURCHASE AGREEMENTS (11.9%):
$ 67,114    Lehman Brothers Holdings, Inc.,
              5.90%, 1/2/98 (Collateralized by
              $265,245 various U.S. Government
              Agency Securities, 0.00%,
              6/25/12 - 11/29/19, market
              value - $68,457).................  $   67,114
 175,000    Lehman Brothers Holdings, Inc.,
              6.50%, 1/2/98 (Collateralized by
              $586,050 various U.S. Government
              Agency Securities, 0.00%,
              5/15/98 - 2/15/27, market
              value - $178,503)................     175,000
 160,000    Prudential Securities, Inc., 6.80%,
              1/20/98 (collateralized by
              $245,566 various U.S. Government
              Agency Securities, 0.00% - 9.00%,
              2/28/98 - 12/18/27, market
              value - $164,513)................     160,000
                                                 ----------
  Total Repurchase Agreements                       402,114
                                                 ----------
Total (Amortized Cost $3,379,728) (a)            $3,379,728
                                                 ==========
</TABLE>
 
- ------------
 
Percentages indicated are based on net assets of $3,384,126.
 
(a) Cost and value for federal income tax and financial reporting purposes are
    the same.
 
 * Variable rate securities. The interest rate, which will change periodically,
   is based upon an index of market rates. The rate reflected on the Schedule of
   Portfolio Investments is the rate in effect at December 31, 1997.
 
See notes to financial statements.
 
                                       10

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                         AMORTIZED
 AMOUNT             SECURITY DESCRIPTION            COST
- ---------   ------------------------------------  ---------
<C>         <S>                                   <C>
                                 DAILY DEMAND NOTES (8.6%):
Alabama (1.2%):
 $ 4,100    Phenix City, IDR for Mead, AMT,
              5.10%, 3/1/31, LOC: Bayerische
              Landesbank*.......................  $  4,100
   3,000    Phenix City, IDR for Mead, Series
              93-A, AMT, 5.10%, 6/1/28, LOC:
              Toronto Dominion Bank*............     3,000
                                                  --------
                                                     7,100
                                                  --------
Illinois (0.6%):
   3,400    Health Facilities Authority Revenue,
              Central Dupage - Healthcorp
              Project, 5.10%, 11/1/20, LOC:
              Rabobank*.........................     3,400
                                                  --------
Michigan (1.4%):
   5,700    Township Economic Development Corp.,
              Mead Escanaba Paper, 5.00%,
              11/1/16, LOC: Swiss Bank*.........     5,700
   2,600    University of Michigan, Hospital
              Revenues, Series 92A, 5.10%,
              12/1/19*..........................     2,600
                                                  --------
                                                     8,300
                                                  --------
Missouri (0.3%):
   2,000    Development Finance Board, Union
              Station Project, 1997 B, 4.50%,
              12/1/03, LOC: CIBC*...............     2,000
                                                  --------
Ohio (0.6%):
     800    State Air Quality Development
              Authority, Cincinnati Gas &
              Electric, 4.50%, 12/1/15, LOC:
              J.P. Morgan*......................       800
   1,600    State Air Quality Development
              Authority, Cincinnati Gas &
              Electric, 4.50%, 12/1/15, LOC:
              Union Bank of Switzerland*........     1,600
   1,000    Twinsburg Ohio, IDR, United
              Stationers Project, AMT, 5.35%,
              12/1/11, LOC: PNC Bank*...........     1,000
                                                  --------
                                                     3,400
                                                  --------
Oregon (0.4%):
   2,500    Port of Portland, PCR, Reynolds
              Metals, 5.00%, 12/1/09, LOC: Bank
              of Nova Scotia*...................     2,500
                                                  --------
Texas (2.5%):
  11,400    Matagorda County, IDR, Houston Light
              & Power, 4.95%, 11/1/28, AMBAC....    11,400
   3,500    North Central Health Facility
              Development Corp. Revenue,
              Presbyterian Medical Center,
              Series D, 5.00%, 12/1/15, MBIA*...     3,500
                                                  --------
                                                    14,900
                                                  --------
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                         AMORTIZED
 AMOUNT             SECURITY DESCRIPTION            COST
- ---------   ------------------------------------  ---------
<C>         <S>                                   <C>
                             DAILY DEMAND NOTES, CONTINUED:
Washington (0.6%):
 $ 1,250    Health Care Facilities, Fred
              Hutchinson, Series A, 5.10%,
              1/1/18, LOC: Morgan Guaranty*.....  $  1,250
   2,110    Health Care Facilities, Fred
              Hutchinson, Series B, 5.10%,
              1/1/18, LOC: Morgan Guaranty*.....     2,110
                                                  --------
                                                     3,360
                                                  --------
Wyoming (1.0%):
   6,200    Sublette County, PCR, 5.10%, 7/1/17,
              GTY: Exxon*.......................     6,200
                                                  --------
  Total Daily Demand Notes                          51,160
                                                  --------
MONTHLY DEMAND NOTES (2.5%):
Indiana (2.5%):
  14,800    Gary Environmental Improvement
              Revenue, U.S. Steel Corp. Project,
              4.05%, 7/15/02, LOC: Bank of Nova
              Scotia*...........................    14,800
                                                  --------
  Total Monthly Demand Notes                        14,800
                                                  --------
MUNICIPAL NOTES (16.6%):
California (2.5%):
  15,000    State Revenue Anticipation Notes,
              4.50%, 6/30/98....................    15,048
                                                  --------
Colorado (1.7%):
  10,000    State General Fund, Series A, 4.50%,
              6/26/98...........................    10,031
                                                  --------
Idaho (0.4%):
   2,500    State Transportation, GO, 4.63%,
              6/30/98...........................     2,509
                                                  --------
Michigan (3.4%):
  20,000    State Note, GO, 4.50%, 9/30/98......    20,108
                                                  --------
New Mexico (1.7%):
  10,000    State Tax & Revenue Anticipation
              Notes, 4.50%, 6/30/98.............    10,031
                                                  --------
Texas (1.7%):
  10,000    State Tax & Revenue Anticipation
              Notes, Series 97A, 4.75%,
              8/31/98...........................    10,058
                                                  --------
Wisconsin (5.2%):
  11,405    Green Bay, Area Public School
              District, 3.84%, 2/2/98...........    11,405
  20,000    State Operating Notes, 4.50%,
              6/15/98...........................    20,059
                                                  --------
                                                    31,464
                                                  --------
  Total Municipal Notes                             99,249
                                                  --------
</TABLE>
 
Continued
 
                                       11

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                         AMORTIZED
 AMOUNT             SECURITY DESCRIPTION            COST
- ---------   ------------------------------------  ---------
<C>         <S>                                   <C>
PUT BONDS (3.9%):
Arizona (1.0%):
 $ 6,000    Cochise County, PCR, Arizona
              Electric Power Corp., Series A,
              AMT, 3.50%, 9/1/24................  $  6,000
                                                  --------
Missouri (0.7%):
   4,175    State Environmental Improvement &
              Energy, Union Electric Co., Series
              B, 3.95%, 6/1/14, LOC: Union Bank
              of Switzerland....................     4,175
                                                  --------
North Dakota (0.4%):
   2,100    Mercer County, Solid Waste Disposal
              Revenue, National Rural Utility
              Power Project, Series U, 3.80%,
              12/1/18...........................     2,100
                                                  --------
Ohio (1.8%):
  11,000    Housing Finance Agency, Series 1997
              A-2, AMT, 3.65%, 3/2/98, GIC:
              AIG...............................    11,000
                                                  --------
  Total Put Bonds                                   23,275
                                                  --------
TAX FREE COMMERCIAL PAPER (8.0%):
Alabama (2.4%):
   5,000    Phenix IDR, Mead Paper, AMT, 3.75%,
              1/26/98, LOC: ABN AMRO............     5,000
   5,000    Phenix IDR, Mead Paper, AMT, 3.75%,
              1/28/98, LOC: ABN AMRO............     5,000
   4,000    Phenix IDR, Mead Paper, AMT, 3.80%,
              2/2/98, LOC: ABN AMRO.............     4,000
                                                  --------
                                                    14,000
                                                  --------
Arizona (0.3%):
   2,000    Mesa Municipal Development Corp.,
              3.70%, 1/15/98, LOC: West Deutsche
              Landesbank........................     2,000
                                                  --------
Michigan (1.3%):
   7,500    State Builders Authority Revenue,
              3.75%, 3/2/98, LOC: CIBC..........     7,500
                                                  --------
Ohio (1.4%):
   5,100    Air Quality Development Authority,
              CEI, 3.80%, 1/14/98, FGIC.........     5,100
   3,500    Water Development Authority, CEI,
              3.75%, 2/2/98, FGIC...............     3,500
                                                  --------
                                                     8,600
                                                  --------
Pennsylvania (1.0%):
   6,100    Delaware IDR, Philadelphia Electric,
              3.70%, 1/21/98, FGIC..............     6,100
                                                  --------
Texas (0.8%):
   5,000    Brazos River Utilities, AMT, 3.80%,
              2/6/98, LOC: Union Bank of
              Switzerland.......................     5,000
                                                  --------
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                         AMORTIZED
 AMOUNT             SECURITY DESCRIPTION            COST
- ---------   ------------------------------------  ---------
<C>         <S>                                   <C>
                      TAX FREE COMMERCIAL PAPER, CONTINUED:
West Virginia (0.8%):
 $ 4,500    State Public Authority Energy
              Revenue, Morgantown Assoc.
              Project, AMT, 3.90%, 2/9/98, LOC:
              Swiss Bank........................  $  4,500
                                                  --------
  Total Tax Free Commercial Paper ..............    47,700
                                                  --------
WEEKLY DEMAND NOTES (60.1%):
Alaska (1.0%):
   5,900    Anchorage, Higher Education Revenue,
              Alaska Pacific University, 3.75%,
              7/1/17, LOC: Seattle-First
              National Bank*....................     5,900
                                                  --------
Arkansas (1.8%):
   8,100    Clark County, Solid Waste Disposal
              Revenue, Reynolds Metals Co.
              Project, AMT, 3.95%, 8/1/22, LOC:
              Trust Co. Bank*...................     8,100
   2,900    Clark County, Solid Waste Disposal,
              AMT, 3.95%, 8/1/22, LOC: SunTrust
              Bank..............................     2,900
                                                  --------
                                                    11,000
                                                  --------
Colorado (1.9%):
   3,000    Housing Finance Authority, Pool I,
              Series B, Coventry Village, 3.85%,
              10/15/16, FNMA*...................     3,000
   2,500    Student Obligation Bond Authority,
              90-A, AMT, 3.75%, 9/1/24, SLMA*...     2,500
   5,600    Student Obligation Bond Authority,
              AMT, 3.75%, 7/1/20, SLMA*.........     5,600
                                                  --------
                                                    11,100
                                                  --------
District of Columbia (1.6%):
   9,705    Metro Washington DC Airports,
              Authority Trust Receipts, 4.30%,
              10/1/16, LIQ: Societe Generale*...     9,705
                                                  --------
Florida (1.7%):
  10,000    State Housing Finance Authority,
              Woodlands Apt. Project 85S, 3.65%,
              12/1/17, LOC: Citibank*...........    10,000
                                                  --------
Georgia (5.3%):
  13,000    De Kalb Private Hospital Authority
              Revenue, Egleston Children's
              Hospital, Series A, 3.70%, 3/1/24,
              LOC: SunTrust Bank*...............    13,000
   3,735    Gwinnett County Housing Authority,
              Herrington Woods Apts., Series
              96A, AMT, 4.31%, 9/15/26, LOC:
              KeyBank*..........................     3,735
</TABLE>
 
Continued
 
                                       12

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                         AMORTIZED
 AMOUNT             SECURITY DESCRIPTION            COST
- ---------   ------------------------------------  ---------
<C>         <S>                                   <C>
                            WEEKLY DEMAND NOTES, CONTINUED:
                                        Georgia, continued:
 $15,000    Municipal Electric Authority, 3.85%,
              1/1/26, LOC: ABN-AMRO*............  $ 15,000
                                                  --------
                                                    31,735
                                                  --------
Illinois (8.1%):
  11,300    Chicago O'Hare International Airport
              Revenue, Second Lien, Series B,
              AMT, 3.75%, 1/1/18, LOC: Societe
              Generale*.........................    11,300
   3,700    Development Authority, Presbyterian
              Home Lake Forrest Place Project,
              4.00%, 9/1/31, LOC: LaSalle
              National Bank*....................     3,700
   5,200    Development Finance Authority
              Revenue, Aurora Central Catholic
              High School, 4.00%, 4/1/24, LOC:
              Northern Trust*...................     5,200
   4,500    Development Finance Authority
              Revenue, Roosevelt University
              Project, 4.00%, 4/1/25, LOC:
              American National Bank*...........     4,500
   5,900    Development Finance Authority
              Revenue, Special Facility, Little
              City Foundation, 4.00%, 2/1/19,
              LOC: LaSalle National Bank*.......     5,900
   1,625    Development Finance Authority
              Revenue, St. Paul's House Project,
              4.00%, 2/1/25, LOC: LaSalle
              National Bank*....................     1,625
   3,000    Health Facilities Authority Revenue,
              Washington & Jane Smith Home,
              3.85%, 7/1/26,
              LOC: Comerica Bank*...............     3,000
   7,640    Jacksonville Industrial Project
              Revenue, AGI, Inc. Project, AMT,
              4.25%, 2/1/26, LOC: Bank of
              America*..........................     7,640
   1,230    Lombard IDR, Chicago Roll Co.
              Project, 4.45%, 2/1/10, LOC:
              American National Bank*...........     1,230
   2,000    Orland Hills, Multi-Family Mortgage
              Revenue, 88th Avenue Project,
              4.00%, 12/1/04, LOC: LaSalle
              National Bank*....................     2,000
   2,500    Regional Transportation Authority
              Trust Receipts, 4.25%, 6/1/25,
              LIQ: Societe Generale*............     2,500
                                                  --------
                                                    48,595
                                                  --------
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                         AMORTIZED
 AMOUNT             SECURITY DESCRIPTION            COST
- ---------   ------------------------------------  ---------
<C>         <S>                                   <C>
                            WEEKLY DEMAND NOTES, CONTINUED:
Indiana (8.0%):
 $ 2,300    Health Facility Financing Authority
              Revenue, Capital Access Designated
              Pool, 3.75%, 12/1/02, LOC:
              Comerica Bank*....................  $  2,300
  14,600    Health Facility Financing Authority,
              Rehabilitation Hospital, Inc.,
              3.70%, 11/1/20, LOC: National Bank
              of Detroit*.......................    14,600
   5,400    Hospital Equipment Financing
              Authority, Revenue Insured, Series
              A, 3.75%, 12/1/15, MBIA...........     5,400
   5,600    Indianapolis Economic Development
              Revenue, Children's Museum
              Project, 4.15%, 10/1/25, LOC:
              National Bank of Detroit*.........     5,600
   3,450    Jasper Economic Development Revenue,
              Best Chairs, Inc. Project, AMT,
              4.40%, 3/1/19, LOC: PNC Bank*.....     3,450
  16,200    Rockport, PCR, Indiana & Michigan
              Electric Co., Series A, 3.85%,
              8/1/14, LOC: Swiss Bank*..........    16,200
                                                  --------
                                                    47,550
                                                  --------
Kentucky (0.6%):
   3,500    Mayfield, League of Cities Lease
              Finance Program 96, 3.90%, 7/1/26,
              LOC: PNC Bank*....................     3,500
                                                  --------
Michigan (5.9%):
  19,500    Higher Education Student Loan,
              Series B, AMT, 3.75%, 10/1/13,
              AMBAC*............................    19,500
   1,560    State Strategic Fund, Limited
              Obligation, Wayne Disposal Oakland
              Project, AMT, 4.00%, 3/1/05, LOC:
              Credit Suisse-First Boston*.......     1,560
  13,940    Wayne County Airport Revenue
              (Detroit Airport), Series B, AMT,
              3.75%, 12/1/16, LOC: Bayerische
              Landesbank*.......................    13,940
                                                  --------
                                                    35,000
                                                  --------
Nevada (6.5%):
  11,200    Clark County, IDR, Nevada Power Co.
              Project, Series A, 3.95%, 10/1/30,
              LOC: Barclays Bank*...............    11,200
   5,000    Clark County, Limited Tax GO, 1996
              Las Vegas Convention Trust
              Receipts, 4.25%, 7/1/26, FSA, LIQ:
              Societe Generale*.................     5,000
</TABLE>
 
Continued
 
                                       13

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                         AMORTIZED
 AMOUNT             SECURITY DESCRIPTION            COST
- ---------   ------------------------------------  ---------
<C>         <S>                                   <C>
                            WEEKLY DEMAND NOTES, CONTINUED:
                                         Nevada, continued:
 $ 2,215    Clark County, PCR, Nevada Power Co.
              Project, Series C, 3.85%, 10/1/30,
              LOC: Barclays Bank*...............  $  2,215
   9,300    Lancaster County, Hospital
              Authority, Bryan Memorial
              Hospital, 3.65%, 6/1/12, MBIA*....     9,300
  11,000    Municipal Securities Trust Receipts,
              SGB 31, GO, 4.25%, 3/1/23, LIQ:
              Societe Generale*.................    11,000
                                                  --------
                                                    38,715
                                                  --------
Ohio (4.5%):
   3,500    Franklin County Hospital Revenue,
              Holy Cross Health Systems, 4.15%,
              6/1/16, LIQ: Morgan Guaranty*.....     3,500
   7,900    State Air Quality Development
              Authority Revenue, JMG Funding
              Ltd. Partnership, Series A, AMT,
              3.90%, 4/1/28, LOC: Societe
              Generale*.........................     7,900
   5,300    State Air Quality Development
              Authority, JMG Funding Ltd.
              Partnership, AMT, 3.90%, 4/1/29,
              LOC: Societe Generale*............     5,300
   2,800    State Air Quality Development
              Revenue Bond, Timken Co. Project,
              AMT, 3.70%, 6/1/01, LOC: Credit
              Suisse*...........................     2,800
   5,500    State Water Development Authority
              Revenue, Timken Co. Project,
              3.70%, 5/1/7, LOC: Wachovia
              Bank*.............................     5,500
   2,000    State Water Development Authority,
              Timken Co. Project, 3.70%, 6/1/01,
              LOC: Credit Suisse*...............     2,000
                                                  --------
                                                    27,000
                                                  --------
Pennsylvania (1.7%):
  10,115    New Castle Area Jameson Hospital,
              3.85%, 7/1/26, FSA*...............    10,115
                                                  --------
South Carolina (0.3%):
   1,700    Cherokee County, Industrial Revenue,
              Oshkosh Truck Corp. Project, AMT,
              4.20%, 8/1/19, LOC: Bank of Nova
              Scotia*...........................     1,700
                                                  --------
Tennessee (0.6%):
   3,800    Oak Ridge Industrial Development
              Board, Economic Development
              Revenue, Limited Obligation,
              3.90%, 5/1/09, LOC: ABN AMRO*.....     3,800
                                                  --------
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                         AMORTIZED
 AMOUNT             SECURITY DESCRIPTION            COST
- ---------   ------------------------------------  ---------
<C>         <S>                                   <C>
                            WEEKLY DEMAND NOTES, CONTINUED:
Texas (6.5%):
 $14,100    Capital Health Facilities
              Development Corp., Island on Lake
              Travis Ltd. Project, AMT, 3.75%,
              12/1/16, LOC: Credit Suisse*......  $ 14,100
   4,000    Lower Colorado River Authority,
              Texas Electricity Revenue, 3.65%,
              1/1/13, MBIA*.....................     4,000
  12,000    Panhandle Plains Higher Education
              Inc., Student Loan Revenue, Series
              A, AMT, 3.75%, 6/1/21, SLMA*......    12,000
   8,400    Panhandle Plains Higher Education
              Inc., Student Loan Revenue, Series
              A, AMT, 3.75%, 6/1/23, SLMA*......     8,400
                                                  --------
                                                    38,500
                                                  --------
Utah (1.9%):
   1,200    Salt Lake City Airport Revenue, Sub-
              Series A, AMT, 3.75%, 6/1/98, LOC:
              Credit Suisse*....................     1,200
  10,000    University Revenues , Auxiliary &
              Campus Facilities, Series A,
              3.85%, 4/1/27, LOC: Bank of Nova
              Scotia*...........................    10,000
                                                  --------
                                                    11,200
                                                  --------
Washington (1.1%):
   3,925    Pierce County, NN Baking Co., AMT,
              4.30%, 7/1/03, LOC: U.S. Bank of
              Washington*.......................     3,925
   2,500    State GO, Municipal Securities,
              Trust Receipts, 4.25%, 7/1/16,
              LIQ: Societe Generale*............     2,500
                                                  --------
                                                     6,425
                                                  --------
West Virginia (1.1%):
   2,300    Marion County Community Solid Waste
              Disposal Facility Revenue, Grant
              Town, AMT, 3.80%, 10/1/17, LOC:
              National Westminister*............     2,300
   4,500    Marion County, Community Solid Waste
              Disposal Facility Revenue, Grant
              Town, AMT, 3.75%, 10/1/17, LOC:
              National Westminister*............     4,500
                                                  --------
                                                     6,800
                                                  --------
  Total Weekly Demand Notes                        358,340
                                                  --------
Total (Amortized Cost $594,524) (a)               $594,524
                                                  ========
</TABLE>
 
- ------------
Percentages indicated are based on net assets of $596,488.
 
(a) Cost and value for federal income tax and financial reporting purposes are
    the same.
 
Continued
 
                                       14

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
 * Variable rate securities having liquidity agreements. The interest rate,
   which will change periodically, is based upon an index of market rates. The
   rate reflected on the Schedule of Portfolio Investments is the rate in effect
   at December 31, 1997.
 
<TABLE>
<S>    <C>
AMBAC  Insured by AMBAC Indemnity Corp.
AMT    Alternative Minimum Tax Paper
FGIC   Insured by Financial Guaranty Insurance Corp.
FSA    Insured by Financial Security Assurance
GIC    Guaranteed Investment Contract
GO     General Obligation
GTY    Guaranty
FNMA   Federal National Mortgage Association
IDR    Industrial Development Revenue
LIQ    Liquidity Agreement
LOC    Letter of Credit
MBIA   Insured by Municipal Bond Insurance Association
PCR    Pollution Control Revenue
SLMA   Student Loan Marketing Association
</TABLE>
 
See notes to financial statements.
 
                                       15

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Ohio Municipal Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                        AMORTIZED
 AMOUNT            SECURITY DESCRIPTION            COST
- ---------   -----------------------------------  ---------
<C>         <S>                                  <C>
                               ANTICIPATION NOTES (24.8%):
Ohio (22.2%):
 $2,000     Butler County ,GO, Sewer System,
              BAN, 4.29%, 8/6/98...............   $ 2,004
    675     Butler County, BAN, GO, 4.10%,
              3/20/98..........................       676
    500     Chagrin Falls School District, BAN,
              4.50%, 2/10/98...................       500
  1,000     Dublin City School District Notes,
              GO, 4.33%, 5/13/98...............     1,001
  2,090     Kent City Service Center, BAN,
              4.50%, 4/9/98....................     2,092
  1,000     Lucas County Metro Sewer & Water,
              GO, 4.11%, 10/21/98,.............     1,002
  2,000     Northwest School District, 4.84%,
              6/17/98..........................     2,009
  1,000     Ontario Village Board, 4.20%,
              12/23/98.........................     1,002
  2,175     Pickerington, Limited Tax GO, BAN,
              4.13%, 6/26/98...................     2,178
  2,800     Summit County, GO, Series A, 4.5%,
              6/4/98...........................     2,807
    600     Union County, Limited Tax GO, BAN,
              4.17%, 6/25/98...................       601
  2,000     University of Cincinnati, General
              Receipts, BAN, 4.04%, 3/19/98....     2,001
  1,500     University of Cincinnati, General
              Receipts, BAN, 4.25%, 3/19/98....     1,502
  2,250     Westlake City School District
              Library Improvements, 4.39%,
              6/10/98..........................     2,256
                                                  -------
                                                   21,631
                                                  -------
Puerto Rico (2.6%):
  2,500     Puerto Rico Commonwealth Tax &
              Revenue, Series A, 4.50%,
              7/30/98..........................     2,511
                                                  -------
  Total Anticipation Notes                         24,142
                                                  -------
                                DAILY DEMAND NOTES (3.9%):
Ohio (3.9%):
    200     Paulding, Solid Waste, Lafarge
              Corp., AMT, 5.00%, 8/1/26, LOC:
              Royal Bank of Canada*............       200
  1,200     State Air Quality Development
              Authority, Cincinnati Gas &
              Electric, 4.50%, 12/1/15,
              LOC: J.P. Morgan*................     1,200
    700     State Air Quality Development
              Authority, Cincinnati Gas &
              Electric Series A, 5.00%, 9/1/30,
              LOC: ABN AMRO*...................       700
  1,700     Twinsburg, IDR, United Stationers
              Project, AMT, 5.35%, 12/1/11,
              LOC: PNC Bank*...................     1,700
                                                  -------
  Total Daily Demand Notes                          3,800
                                                  -------
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                        AMORTIZED
 AMOUNT            SECURITY DESCRIPTION            COST
- ---------   -----------------------------------  ---------
<C>         <S>                                  <C>
                              MONTHLY DEMAND NOTES (5.0%):
Ohio (5.0%):
 $4,900     Housing Finance Agency, Kenwood
              Retirement Project, 3.80%,
              12/1/15, LOC: Morgan Guaranty*...   $ 4,900
                                                  -------
  Total Monthly Demand Notes                        4,900
                                                  -------
                                   MUNICIPAL BONDS (0.9%):
Ohio (0.9%):
    830     State Infrastructure, Series R,
              4.00%, 8/1/98....................       832
                                                  -------
  Total Municipal Bonds                               832
                                                  -------
                                          PUT BOND (4.1%):
Ohio (4.1%):
  4,000     Housing Finance Agency, Series 1997
              A-2, AMT, 3.65%, 3/2/98,
              GIC: AIG.........................     4,000
                                                  -------
  Total Put Bond                                    4,000
                                                  -------
                         TAX FREE COMMERCIAL PAPER (4.1%):
Ohio (4.1%):
  2,000     Air Quality Development Authority
              Revenue, Cleveland Electric
              Illuminating Co., 3.75%, 3/5/98,
              FGIC.............................     2,000
  2,000     Air Quality Development Authority
              Revenue, Cleveland Electric
              Illuminating Co., 3.80%, 1/5/98,
              FGIC.............................     2,000
                                                  -------
  Total Tax Free Commercial Paper                   4,000
                                                  -------
                              WEEKLY DEMAND NOTES (60.0%):
Ohio (60.0%):
  1,000     Butler County, Meadow Ridge
              Apartments, AMT, 4.00%, 11/15/30,
              FNMA*............................     1,000
  2,000     Butler County, Middletown Hospital
              Facilities, 4.10%, 11/1/17, LOC:
              Star Bank, N.A.*.................     2,000
  4,000     Cleveland Airport System, Series D,
              3.75%, 1/1/27, LOC: Toronto
              Dominion Bank*...................     4,000
  1,000     Cuyahoga County, Hospital Revenue,
              Cleveland Clinic Foundation,
              Series A, 3.60%, 1/1/26, LOC:
              Morgan Guaranty*.................     1,000
    300     Cuyahoga County, IDR, Allen Group,
              Inc., 3.75%, 4/1/12, LOC:
              Dresdner Bank*...................       300
</TABLE>
 
Continued
 
                                       16

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Ohio Municipal Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                        AMORTIZED
 AMOUNT            SECURITY DESCRIPTION            COST
- ---------   -----------------------------------  ---------
<C>         <S>                                  <C>
                           WEEKLY DEMAND NOTES, CONTINUED:
                                          Ohio, continued:
 $1,600     Cuyahoga County, IDR, Allen Group,
              Inc., 3.60%, 12/1/15, LOC: Union
              Bank of Switzerland*.............   $ 1,600
  1,500     Franklin County, Hospital Revenue,
              Lutheran City, Inc. Project,
              4.15%, 5/1/15, LOC: National Bank
              of Detroit*......................     1,500
  1,300     Franklin County, Inland Products,
              Inc., 4.15%, 6/1/04, LOC: PNC
              Bank*............................     1,300
  2,000     Franklin County, Multifamily
              Housing Revenue, Stonebridge
              Apartments, AMT, 4.40%, 6/1/27,
              LOC: Star Bank, N.A.*............     2,000
  2,000     Geauga County, IDR, General Signal
              Corp., 4.20%, 4/1/04, LOC:
              Wachovia Bank*...................     2,000
  3,325     Hamilton County, Health Alliance of
              Cincinnati, Series B, 3.70%,
              1/1/18, MBIA*....................     3,325
  2,000     Hamilton County, Hospital
              Facilities Revenue, Bethesda
              Hospital, 4.00%, 2/15/24, LOC:
              Rabobank Nederland*..............     2,000
  1,500     Hamilton County, Hospital
              Facilities Revenue, Children's
              Hospital Medical Center, 4.10%,
              5/15/17, LOC: PNC Bank*..........     1,500
  1,000     Hamilton County, Hospital
              Facilities Revenue, Health
              Alliance, Series F, 3.70%,
              1/1/18, MBIA*....................     1,000
  3,000     Housing Finance Agency, Spring
              Valley Apartments, AMT, 4.31%,
              12/15/29, LOC: Key Bank*.........     3,000
    500     Montgomery County, Sisters of
              Charity Health Care, 4.15%,
              5/15/25, LIQ: Toronto
              Dominion*........................       500
  1,915     Ohio State University, General
              Receipts, Series B, 4.05%,
              12/1/06, SBPA: National
              Westminister Bank*...............     1,915
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                        AMORTIZED
 AMOUNT            SECURITY DESCRIPTION            COST
- ---------   -----------------------------------  ---------
<C>         <S>                                  <C>
                           WEEKLY DEMAND NOTES, CONTINUED:
                                          Ohio, continued:
 $1,000     Ross County, Ohio Hospital
              Facilities, Medical Center
              Project, 4.15%, 12/1/20, LOC:
              Fifth Third Bank*................   $ 1,000
  4,000     Solid Waste Disposal Revenue, USG
              Corp. Project, 3.65%, 8/1/32,
              LOC: Chase Mahattan Bank*........     4,000
  2,000     State Air Quality Development
              Authority, JMG Funding Ltd.
              Partnership, AMT, 3.90%, 4/1/29,
              LOC: Societe Generale*...........     2,000
  2,300     State Air Quality Development
              Authority, JMG Funding Ltd.
              Partnership, Series A, AMT,
              3.90%, 4/1/28, LOC: Societe
              Generale*........................     2,300
  3,000     State Air Quality Development
              Revenue Bond, Timken Co. Project,
              AMT, 3.70%, 6/1/01, LOC: Credit
              Suisse*..........................     3,000
    935     State Higher Educational
              Facilities, Mount Union College,
              4.15%, 9/1/20, LOC: National Bank
              of Detroit*......................       935
  2,000     Student Loan Funding Corp., 3.70%,
              12/29/98, LOC: Bank of
              America*.........................     2,000
  2,000     Student Loan Funding Corp., 3.80%,
              1/1/07, LOC: National
              Westminister Bank*...............     2,000
  2,000     Water Development Authority,
              Cleveland Electric, Series B,
              3.80%, 8/1/20, LOC: First
              National Bank of Chicago*........     2,000
  5,000     Water Development Authority, Philip
              Morris Co. Inc. Project, 3.80%,
              9/1/18*..........................     4,999
  2,000     Water Development Authority, Timken
              Co. Project, 3.70%, 6/1/01, LOC:
              Credit Suisse*...................     2,000
  2,100     Wooster, IDR, Allen Group, Inc.,
              3.90%, 12/1/10, LOC: Union Bank
              of Switzerland*..................     2,100
                                                  -------
  Total Weekly Demand Notes                         58,274
                                                  -------
Total (Amortized Cost $99,948) (a)                $99,948
                                                  =======
</TABLE>
 
- ------------
 
Percentages indicated are based on net assets of $97,240.
 
(a) Cost and value for federal income tax and financial reporting purposes are
    the same.
 
 * Variable rate securities having liquidity agreements. The interest rate,
   which will change periodically, is based an index of market rates. The rate
   reflected on the Schedule of Portfolio Investments is the rate in effect at
   December 31, 1997.
 
Continued
 
                                       17

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Ohio Municipal Money Market Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Unaudited)
 
<TABLE>
<S>   <C>
AMT   Alternative Minimum Tax Paper
BAN   Bond Anticipated Notes
FGIC  Insured by Financial Guaranty Insurance Corp.
FNMA  Insured by Federal National Mortgage Association
GIC   Guaranteed Investment Contract
GO    General Obligation
IDR   Industrial Development Revenue
LIQ   Liquidity Agreement
LOC   Letter of Credit
MBIA  Insured by Municipal Bond Insurance Association
PCR   Pollution Control Revenue
SBPA  Stand by Bond Purchase Agreement
</TABLE>
 
See notes to financial statements.
 
                                       18

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                           DECEMBER 31, 1997
(Amounts in Thousands, except per share amounts)
(Unaudited)
 
<TABLE>
<CAPTION>
                                                U.S. TREASURY                                     OHIO
                                                 SECURITIES                     MUNICIPAL      MUNICIPAL
                                                MONEY MARKET    PRIME MONEY    MONEY MARKET   MONEY MARKET
                                                    FUND        MARKET FUND        FUND           FUND
                                                -------------   ------------   ------------   ------------
<S>                                             <C>             <C>            <C>            <C>
ASSETS:
Investments, at amortized cost................   $  587,536      $2,977,614      $594,524       $99,948
Repurchase agreements, at cost................    2,944,317         402,114            --            --
                                                 ----------      ----------      --------       -------
Total.........................................    3,531,853       3,379,728       594,524        99,948
Cash..........................................           --              --            --            19
Interest receivable...........................        5,657          21,323         4,122           687
Prepaid expenses and other assets.............           39              41            33             1
                                                 ----------      ----------      --------       -------
TOTAL ASSETS..................................    3,537,549       3,401,092       598,679       100,655
                                                 ----------      ----------      --------       -------
LIABILITIES:
Cash overdraft................................            3              10           234            --
Dividends payable.............................       14,322          15,171         1,728           285
Payable to brokers for investments
  purchased...................................           --              --            --         3,087
Accrued expenses and other payables:
    Investment advisory fees..................          762             850           129            21
    Administration fees.......................          419             440            79             8
    12b-1 fees................................          173             120            21             8
    Other.....................................          120             375            --             6
                                                 ----------      ----------      --------       -------
TOTAL LIABILITIES.............................       15,799          16,966         2,191         3,415
                                                 ----------      ----------      --------       -------
NET ASSETS:
Capital.......................................    3,521,483       3,384,113       596,622        97,331
Undistributed (distributions in excess of)
  net investment income.......................           43               7          (130)          (75)
Accumulated undistributed net realized gains
  (losses) from investment transactions.......          224               6            (4)          (16)
                                                 ----------      ----------      --------       -------
NET ASSETS....................................   $3,521,750      $3,384,126      $596,488       $97,240
                                                 ==========      ==========      ========       =======
Net Assets
    Fiduciary.................................   $2,680,843      $2,825,130      $500,105       $62,322
    Class A...................................      840,788         558,256        96,383        34,918
    Class B...................................          119             740            --            --
                                                 ----------      ----------      --------       -------
Total.........................................   $3,521,750      $3,384,126      $596,488       $97,240
                                                 ==========      ==========      ========       =======
Outstanding units of beneficial interest
    Fiduciary.................................    2,680,619       2,825,121       500,226        62,363
    Class A...................................      840,743         558,253        96,396        34,944
    Class B...................................          119             740            --            --
                                                 ----------      ----------      --------       -------
Total.........................................    3,521,481       3,384,114       596,622        97,307
                                                 ==========      ==========      ========       =======
Net asset value--offering and redemption price
  per share (Fiduciary, Class A and Class B
  shares).....................................         $1.00          $1.00         $1.00            $1.00
                                                    =======          ======       =======      ========
</TABLE>
 
See notes to financial statements.
 
                                       19

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS              FOR THE SIX MONTHS ENDED DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
                                            U.S. TREASURY                                       OHIO
                                             SECURITIES                       MUNICIPAL       MUNICIPAL
                                            MONEY MARKET     PRIME MONEY    MONEY MARKET    MONEY MARKET
                                                FUND         MARKET FUND        FUND            FUND
                                            -------------   -------------   -------------   -------------
<S>                                         <C>             <C>             <C>             <C>
INVESTMENT INCOME:
Interest income...........................     $85,419         $92,747         $10,905         $1,739
Dividend income...........................          --              --              94             34
Income from securities lending............          97              --              --             --
                                               -------         -------         -------         ------
TOTAL INCOME..............................      85,516          92,747          10,999          1,773
                                               -------         -------         -------         ------
EXPENSES:
Investment advisory fees..................       5,357           5,601           1,029            143
Administration fees.......................       2,514           2,629             482             78
12b-1 fees (Class A)......................         918             654             128             42
12b-1 fees (Class B)......................           1               3              --             --
Custodian and accounting fees.............         111             105              17              5
Legal and audit fees......................          76              57               2             --
Trustees' fees and expenses...............          29              35               3              1
Transfer agent fees.......................         561             204              17             12
Registration and filing fees..............         530             564              60              5
Printing costs............................         239             251              16              3
Other.....................................         169              78               5             --
                                               -------         -------         -------         ------
Total expense before waivers..............      10,505          10,181           1,759            289
Less waivers..............................      (1,761)         (1,296)           (335)           (61)
                                               -------         -------         -------         ------
NET EXPENSES..............................       8,744           8,885           1,424            228
                                               -------         -------         -------         ------
Net Investment Income.....................      76,772          83,862           9,575          1,545
                                               -------         -------         -------         ------
REALIZED GAINS (LOSSES) FROM INVESTMENT
  TRANSACTIONS:
Net realized gains (losses) from
  investment transactions.................          73               6               9             --
                                               -------         -------         -------         ------
Net increase in net assets
  resulting from operations...............     $76,845         $83,868         $ 9,584         $1,545
                                               =======         =======         =======         ======
</TABLE>
 
See notes to financial statements.
 
                                       20

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
(Amounts in Thousands)
<TABLE>
<CAPTION>
                                                                 U.S. TREASURY
                                                               SECURITIES MONEY                  PRIME MONEY
                                                                  MARKET FUND                    MARKET FUND
                                                          ---------------------------    ---------------------------
<S>                                                       <C>             <C>            <C>             <C>
                                                           SIX MONTHS                     SIX MONTHS
                                                             ENDED        YEAR ENDED        ENDED        YEAR ENDED
                                                          DECEMBER 31,     JUNE 30,      DECEMBER 31,     JUNE 30,
                                                              1997           1997            1997           1997
                                                          -----------     -----------    -----------     -----------
 
<CAPTION>
                                                          (UNAUDITED)                    (UNAUDITED)
<S>                                                       <C>             <C>            <C>             <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
    Net investment income.............................    $    76,772     $   121,830    $    83,862     $   140,355
    Net realized gains (losses) from investment
      transactions....................................             73             190              6              27
                                                          -----------     -----------    -----------     -----------
Change in net assets resulting from operations........         76,845         122,020         83,868         140,382
                                                          -----------     -----------    -----------     -----------
DISTRIBUTIONS TO FIDUCIARY SHAREHOLDERS:
    From net investment income........................        (60,691)       (105,790)       (71,929)       (124,100)
    From net realized gains from investment
      transactions....................................             --              (5)            --              --
DISTRIBUTIONS TO CLASS A SHAREHOLDERS:
    From net investment income........................        (16,079)        (16,039)       (11,918)        (16,246)
DISTRIBUTIONS TO CLASS B SHAREHOLDERS:
    From net investment income........................             (2)             (1)           (15)             (9)
                                                          -----------     -----------    -----------     -----------
Change in net assets from shareholder distributions...        (76,772)       (121,835)       (83,862)       (140,355)
                                                          -----------     -----------    -----------     -----------
CAPITAL TRANSACTIONS:
    Proceeds from shares issued.......................      4,339,234       6,413,072      4,018,513       6,677,852
    Dividends reinvested..............................          5,101           9,274          8,060          16,726
    Cost of shares redeemed...........................     (3,596,247)     (5,604,396)    (3,539,485)     (6,299,509)
                                                          -----------     -----------    -----------     -----------
Change in net assets from share transactions..........        748,088         817,950        487,088         395,069
                                                          -----------     -----------    -----------     -----------
Change in Net Assets..................................        748,161         818,135        487,094         395,096
NET ASSETS:
    Beginning of period...............................      2,773,589       1,955,454      2,897,032       2,501,936
                                                          -----------     -----------    -----------     -----------
    End of period.....................................    $ 3,521,750     $ 2,773,589    $ 3,384,126     $ 2,897,032
                                                          ===========     ===========    ===========     ===========
SHARE TRANSACTIONS:
    Issued............................................      4,339,234       6,413,072      4,018,514       6,677,852
    Reinvested........................................          5,101           9,274          8,060          16,726
    Redeemed..........................................     (3,596,247)     (5,604,396)    (3,539,485)     (6,299,509)
                                                          ===========     ===========    ===========     ===========
Change in shares......................................        748,088         817,950        487,089         395,069
                                                          ===========     ===========    ===========     ===========
Undistributed (distributions in excess of) net
  investment income included in net assets:
    End of Period.....................................    $        43     $        43    $         7     $         7
                                                          ===========     ===========    ===========     ===========
</TABLE>
 
See notes to financial statements.
 
                                       21

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
(Amounts in Thousands)
<TABLE>
<CAPTION>
                                                                 MUNICIPAL MONEY             OHIO MUNICIPAL MONEY
                                                                   MARKET FUND                   MARKET FUND
                                                           ---------------------------    --------------------------
<S>                                                        <C>             <C>            <C>             <C>
                                                            SIX MONTHS                     SIX MONTHS
                                                              ENDED        YEAR ENDED        ENDED        YEAR ENDED
                                                           DECEMBER 31,     JUNE 30,      DECEMBER 31,     JUNE 30,
                                                               1997           1997            1997           1997
                                                             --------      -----------     ---------      ---------
 
<CAPTION>
                                                           (UNAUDITED)                    (UNAUDITED)
<S>                                                        <C>             <C>            <C>             <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
    Net investment income..............................      $  9,575      $    16,457     $   1,545      $   2,727
    Net realized gains (losses) from investment
      transactions.....................................             9              (10)           --            (15)
                                                             --------      -----------     ---------      ---------
Change in net assets resulting from operations.........         9,584           16,447         1,545          2,712
                                                             --------      -----------     ---------      ---------
DISTRIBUTIONS TO FIDUCIARY SHAREHOLDERS:
    From net investment income.........................        (8,173)         (15,228)       (1,081)        (1,662)
DISTRIBUTIONS TO CLASS A SHAREHOLDERS:
    From net investment income.........................        (1,402)          (1,229)         (464)        (1,065)
                                                             --------      -----------     ---------      ---------
Change in net assets from shareholder distributions....        (9,575)         (16,457)       (1,545)        (2,727)
                                                             --------      -----------     ---------      ---------
CAPITAL TRANSACTIONS:
    Proceeds from shares issued........................       733,272        1,311,970       138,413        359,395
    Dividends reinvested...............................           762            1,285           409          1,067
    Cost of shares redeemed............................      (653,160)      (1,308,167)     (128,503)      (370,573)
                                                             --------      -----------     ---------      ---------
Change in net assets from share transactions...........        80,874            5,088        10,319        (10,111)
                                                             --------      -----------     ---------      ---------
Change in Net Assets...................................        80,883            5,078        10,319        (10,126)
NET ASSETS:
    Beginning of period................................       515,605          510,527        86,921         97,047
                                                             --------      -----------     ---------      ---------
    End of period......................................      $596,488      $   515,605     $  97,240      $  86,921
                                                             ========      ===========     =========      =========
SHARE TRANSACTIONS:
    Issued.............................................       733,272        1,311,970       138,413        359,395
    Reinvested.........................................           762            1,285           410          1,067
    Redeemed...........................................      (653,158)      (1,308,167)     (128,503)      (370,573)
                                                             ========      ===========     =========      =========
Change in shares.......................................        80,876            5,088        10,320        (10,111)
                                                             ========      ===========     =========      =========
Undistributed (distributions in excess of) net
  investment income included in net assets:
    End of Period......................................      $   (130)     $      (130)    $     (75)     $     (75)
                                                             ========      ===========     =========      =========
</TABLE>
 
See notes to financial statements.
 
                                       22
<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS                                  DECEMBER 31, 1997
(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 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. Each Fund is a diversified mutual fund,
   except the Ohio Municipal Money Market Fund which is non-diversified.
 
   The Funds' investment objectives are as follows:
 
<TABLE>
<CAPTION>
                         FUND                                             OBJECTIVE
                         ----                                             ---------
      <S>                                              <C>
      U.S. Treasury Securities Money Market Fund       Current income with liquidity and stability of
                                                        principal.
 
      Prime Money Market Fund                          Current income with liquidity and stability of
                                                        principal.
 
      Municipal Money Market Fund                      As high a level of current interest income
                                                        exempt from Federal income tax as is consistent
                                                        with capital preservation and stability of
                                                        principal.
 
      Ohio Municipal Money Market Fund                 As high a level of current interest income
                                                        exempt from Federal income tax and Ohio
                                                        personal income tax as is consistent with
                                                        capital preservation and stability of
                                                        principal.
</TABLE>
 
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. 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.
 
       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 are
   deemed by Banc One Investment Advisors Corporation (the "Advisor") to be of
   good standing and creditworthy under guidelines established by the Board of
   Trustees. 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.
   Repurchase agreements are considered to be loans by a fund under the 1940
   Act.
 
Continued
 
                                       23

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1997
(Unaudited)
 
       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 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
   Advisor to be of good standing and creditworthy under guidelines established
   by the Board of Trustees and when, in the judgment of the Advisor, the
   consideration which can be earned currently from such securities loans
   justifies the attendant risks. 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, 1997, the following Fund had
   securities with the following amortized cost on loan (amount in thousands):
 
<TABLE>
<CAPTION>
                                                              AMORTIZED COST
                                                                OF LOANED
                                                                SECURITIES
                                                              --------------
<S>                                                           <C>
U.S. Treasury Securities Money Market Fund..................     $55,000
</TABLE>
 
       The loaned securities were fully collateralized by cash and U.S.
       Government securities as of December 31, 1997.
 
       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 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 prima-
 
Continued
 
                                       24

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1997
(Unaudited)
 
       rily due to differing treatments of expiring capital loss carryforwards
       and deferrals of certain losses. Permanent book and tax differences, if
       any, have been reclassified among the components of net assets.
 
       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. The Trust is registered to offer forty
   series and five classes of shares: Fiduciary Class, Class A, Class B, Class C
   and Service Class. Currently, the Trust consists of thirty-three active
   funds. The Funds are each authorized to issue Fiduciary Class, Class A and
   Class C Shares. In addition, the U.S. Treasury Securities Money Market Fund
   and the Prime Money Market Fund are authorized to issue Class B and Service
   Class Shares. As of December 31, 1997 there were no shareholders in Class C
   or 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 ending December 31, 1997 and June
   30, 1997:
 
Continued
 
                                       25

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS                                  DECEMBER 31, 1997
 
<TABLE>
<CAPTION>
                                                                             (Amounts in Thousands)
                                                            U.S. TREASURY SECURITIES              PRIME MONEY
                                                                MONEY MARKET FUND                 MARKET FUND
                                                            -------------------------      -------------------------
                                                            SIX MONTHS       YEAR          SIX MONTHS       YEAR
                                                               ENDED         ENDED            ENDED         ENDED
                                                             DECEMBER      JUNE 30,         DECEMBER      JUNE 30,
                                                                31,                            31,
                                                               1997          1997             1997          1997
                                                            -----------   -----------      -----------   -----------
                                                            (UNAUDITED)                    (UNAUDITED)
<S>                                                         <C>           <C>              <C>           <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
  Proceeds from shares issued.............................  $3,349,216    $ 4,920,570      $2,888,951    $ 4,681,923
  Dividends reinvested....................................         221            521           1,050          1,986
  Cost of shares redeemed.................................  (2,912,026)    (4,522,461)     (2,628,645)    (4,306,729)
                                                            -----------   -----------      -----------   -----------
  Change in net assets from Fiduciary share
    transactions..........................................     437,411        398,630         261,356        377,180
                                                            ===========   ===========      ===========   ===========
CLASS A SHARES:
  Proceeds from shares issued.............................  $  989,817    $ 1,492,429      $1,128,875    $ 1,994,727
  Dividends reinvested....................................       4,878          8,752           6,997         14,734
  Cost of shares redeemed.................................    (684,088)    (1,081,910)       (910,262)    (1,992,191)
                                                            -----------   -----------      -----------   -----------
  Change in net assets from Class A share transactions....  $  310,607    $   419,271      $  225,610    $    17,270
                                                            ===========   ===========      ===========   ===========
CLASS B SHARES:
  Proceeds from shares issued.............................  $      201             73      $      687          1,202
  Dividends reinvested....................................           2              1              13              6
  Cost of shares redeemed.................................        (133)           (25)           (578)          (589)
                                                            -----------   -----------      -----------   -----------
  Change in net assets from Class B share transactions....  $       70             49      $      122            619
                                                            ===========   ===========      ===========   ===========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
  Issued..................................................   3,349,216      4,920,570       2,888,953      4,681,923
  Reinvested..............................................         221            521           1,050          1,986
  Redeemed................................................  (2,912,026)    (4,522,461)     (2,628,645)    (4,306,729)
                                                            -----------   -----------      -----------   -----------
  Change in Fiduciary Shares..............................     437,411        398,630         261,358        377,180
                                                            ===========   ===========      ===========   ===========
CLASS A SHARES:
  Issued..................................................     989,817      1,492,429       1,128,875      1,994,727
  Reinvested..............................................       4,878          8,752           6,997         14,734
  Redeemed................................................    (684,088)    (1,081,910)       (910,262)    (1,992,191)
                                                            -----------   -----------      -----------   -----------
  Change in Class A Shares................................     310,607        419,271         225,610         17,270
                                                            ===========   ===========      ===========   ===========
CLASS B SHARES:
  Issued..................................................         201             73             686          1,202
  Reinvested..............................................           2              1              13              6
  Redeemed................................................        (133)           (25)           (578)          (589)
                                                            -----------   -----------      -----------   -----------
  Change in Class B Shares................................          70             49             121            619
                                                            ===========   ===========      ===========   ===========
</TABLE>
 
Continued
 
                                       26

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1997
 
<TABLE>
<CAPTION>
                                                                             (Amounts in Thousands)
                                                                                             OHIO MUNICIPAL MONEY
                                                             MUNICIPAL MONEY MARKET               MARKET FUND
                                                                      FUND
                                                            -------------------------      -------------------------
                                                            SIX MONTHS       YEAR          SIX MONTHS       YEAR
                                                               ENDED         ENDED            ENDED         ENDED
                                                             DECEMBER      JUNE 30,         DECEMBER      JUNE 30,
                                                                31,                            31,
                                                               1997          1997             1997          1997
                                                            -----------   -----------      -----------   -----------
                                                            (UNAUDITED)                    (UNAUDITED)
<S>                                                         <C>           <C>              <C>           <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
  Proceeds from shares issued.............................  $  523,926    $ 1,104,184      $   87,709    $   178,921
  Dividends reinvested....................................          79            138              34             87
  Cost of shares redeemed.................................    (491,326)    (1,096,700)        (81,863)      (178,473)
                                                            ===========   ===========      ===========   ===========
  Change in net assets from Fiduciary share
    transactions..........................................  $   32,679    $     7,622      $    5,880    $       535
                                                            ===========   ===========      ===========   ===========
CLASS A SHARES:
  Proceeds from shares issued.............................  $  209,346    $   207,786      $   50,704    $   180,474
  Dividends reinvested....................................         683          1,147             375            980
  Cost of shares redeemed.................................    (161,834)      (211,467)        (46,640)      (192,100)
                                                            -----------   -----------      -----------   -----------
  Change in net assets from Class A share transactions....  $   48,195    $    (2,534)     $    4,439    $   (10,646)
                                                            ===========   ===========      ===========   ===========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
  Issued..................................................     523,926      1,104,184          87,710        178,921
  Reinvested..............................................          79            138              35             87
  Redeemed................................................    (491,325)    (1,096,700)        (81,863)      (178,473)
                                                            -----------   -----------      -----------   -----------
  Change in Fiduciary Shares..............................      32,680          7,622           5,882            535
                                                            -----------   -----------      -----------   -----------
CLASS A SHARES:
  Issued..................................................     209,346        207,786          50,703        180,474
  Reinvested..............................................         683          1,147             375            980
  Redeemed................................................    (161,833)      (211,467)        (46,640)      (192,100)
                                                            -----------   -----------      -----------   -----------
  Change in Class A Shares................................      48,196         (2,534)          4,438        (10,646)
                                                            ===========   ===========      ===========   ===========
</TABLE>
 
4. INVESTMENT ADVISORY, ADMINISTRATIVE, AND DISTRIBUTION AGREEMENTS:
 
   The Trust and 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 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 paid monthly, at an annual rate of 0.20% on
   each Fund's average daily net assets on the first $1.5 billion of Trust net
   assets (excluding the Investor Growth Fund, the Investor Growth & Income
   Fund, the Investor Conservative Growth Fund and the Investor Balanced Fund
   (the "Investor Funds") and 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 Investor Funds
   and the Institutional Money Market Funds); and 0.16% on Trust net assets
   (excluding the Investor Funds and the Institutional Money Market Funds) over
   $2 billion. The Advisor also serves as Sub-Administrator to each Fund of the
   Trust, pursuant to an agreement between the Administrator and the Advisor.
   Pursuant to this agreement, the
 
Continued
 
                                       27

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1997
 
   Advisor performs many of the Administrator's duties, for which the Advisor
   receives a fee paid by the Administrator.
 
   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, Class B Shares, Class C Shares and Service
   Class Shares are subject to 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 0.25% of the average daily net
   assets of Class A shares of each of the Funds, 1.00% of the average daily net
   assets of Class B and Class C Shares and 0.75% of the average daily net
   assets of the Service Class Shares of each of the Funds. The Distributor has
   voluntarily agreed to limit payments under the Plans to 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 Plans may be used as compensation of shareholder
   services by the Distributor and/or financial institutions and intermediaries.
   Fees paid under the Plans 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 Advisor),
   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 Administrator. Such
   officers receive no compensation from the Funds for serving in their
   respective roles.
 
   The Advisor, Administrator and the Distributor voluntarily agreed to waive a
   portion of their fees. For the six months ended December 31, 1997, fees in
   the following amounts were waived from the Funds (amounts in thousands):
 
<TABLE>
<CAPTION>
                                                                  INVESTMENT                      12B-1 FEES
                                                                 ADVISORY FEES   ADMINISTRATION     WAIVED
                                                                    WAIVED        FEES WAIVED      CLASS A
                                                                 -------------   --------------   ----------
    <S>                                                          <C>             <C>              <C>
    U.S. Treasury Securities Money Market Fund.................     $1,444            $233           $ 84
    Prime Money Market Fund....................................        957             276             63
    Municipal Money Market Fund................................        294              27             14
    Ohio Municipal Money Market Fund...........................         26              31              4
</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
 
                                       28

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                           U.S. TREASURY SECURITIES MONEY MARKET FUND
                                    ----------------------------------------------------------------------------------------
                                                                           FIDUCIARY
                                    ----------------------------------------------------------------------------------------
                                     SIX MONTHS
                                       ENDED
                                                                               YEARS ENDED JUNE 30,
                                                      ----------------------------------------------------------------------
                                    DECEMBER 31,
                                        1997             1997            1996            1995           1994          1993
                                    ------------      ----------      ----------      ----------      --------      --------
                                    (UNAUDITED)
<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...........        0.026            0.050           0.052           0.050         0.030         0.029
                                     ----------       ----------      ----------      ----------      --------      --------
Less: Distributions
  Net investment income...........       (0.026)          (0.050)(a)      (0.052)         (0.050)       (0.030)       (0.029)
                                     ----------       ----------      ----------      ----------      --------      --------
NET ASSET VALUE,
  END OF PERIOD...................   $    1.000       $    1.000      $    1.000      $    1.000      $  1.000      $  1.000
                                     ==========       ==========      ==========      ==========      ========      ========
Total Return......................         2.58%(b)         5.07%           5.34%           5.07%         3.01%         2.89%
 
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period
    (000).........................   $2,680,843       $2,243,376      $1,844,590      $1,178,091      $969,326      $492,862
  Ratio of expenses to average net
    assets........................         0.52%(c)         0.46%           0.42%           0.41%         0.40%         0.45%
  Ratio of net investment income
    to average net assets.........         5.08%(c)         4.95%           5.17%           4.96%         3.02%         2.85%
  Ratio of expenses to average net
    assets*.......................         0.63%(c)         0.57%           0.56%           0.59%         0.58%         0.67%
  Ratio of net investment income
    to average net assets*........         4.97%(c)         4.84%           5.03%           4.78%         2.84%         2.63%
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Includes $.000002 short term capital gain.
(b) Not annualized.
(c) Annualized.
 
See notes to financial statements.
 
                                       29

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                             U.S. TREASURY SECURITIES MONEY MARKET FUND
                                           -------------------------------------------------------------------------------
                                                                               CLASS A
                                           -------------------------------------------------------------------------------
                                            SIX MONTHS
                                              ENDED
                                                                                 YEARS ENDED JUNE 30,
                                                             -------------------------------------------------------------
                                           DECEMBER 31,
                                               1997            1997          1996         1995         1994         1993
                                           ------------      --------      --------      -------      -------      -------
                                           (UNAUDITED)
<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..................       0.024           0.047         0.050        0.047        0.027        0.026
                                             --------        --------      --------      -------      -------      -------
Less: Distributions
  Net investment income..................      (0.024)         (0.047)(a)    (0.050)      (0.047)      (0.027)      (0.026)
                                             --------        --------      --------      -------      -------      -------
NET ASSET VALUE,
  END OF PERIOD..........................    $  1.000        $  1.000      $  1.000      $ 1.000      $ 1.000      $ 1.000
                                             ========        ========      ========      =======      =======      =======
Total Return.............................        2.45%(b)        4.81%         5.08%        4.81%        2.76%        2.63%
 
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)......    $840,788        $530,164      $110,864      $98,723      $53,423      $30,759
  Ratio of expenses to average net
    assets...............................        0.79%(c)        0.72%         0.67%        0.66%        0.63%        0.65%
  Ratio of net investment income to
    average net assets...................        4.80%(c)        4.71%         4.92%        4.71%        2.81%        2.52%
  Ratio of expenses to average net
    assets*..............................        0.92%(c)        0.93%         0.91%        0.94%        0.87%        1.02%
  Ratio of net investment income to
    average net assets*..................        4.67%(c)        4.50%         4.68%        4.43%        2.57%        2.15%
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Includes $.000002 short term capital gain.
(b) Not annualized.
(c) Annualized.
 
See notes to financial statements.
 
                                       30

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                 U.S. TREASURY SECURITIES
                                                                    MONEY MARKET FUND
                                                              ------------------------------
<S>                                                           <C>               <C>
                                                                         CLASS B
                                                              ------------------------------
 
<CAPTION>
                                                               SIX MONTHS       NOVEMBER 21,
                                                                 ENDED            1996 TO
                                                              DECEMBER 31,        JUNE 30,
                                                                  1997            1997(A)
                                                                 ------            ------
                                                              (UNAUDITED)
<S>                                                           <C>               <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.......................................     $1.000            $1.000
                                                                 ------            ------
Investment Activities
  Net investment income.....................................      0.020             0.024
                                                                 ------            ------
Less: Distributions
  Net investment income.....................................     (0.020)           (0.024)(b)
                                                                 ------            ------
NET ASSET VALUE,
  END OF PERIOD.............................................     $1.000            $1.000
                                                                 ======            ======
Total Return................................................       2.01%(c)          2.44%(c)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................     $  119            $   49
  Ratio of expenses to average net assets...................       1.53%(d)          1.48%(d)
  Ratio of net investment income to average net assets......       4.06%(d)          3.97%(d)
  Ratio of expenses to average net assets*..................       1.64%(d)          1.59%(d)
  Ratio of net investment income to average net assets*.....       3.95%(d)          3.86%(d)
</TABLE>
 
- ------------
 
 *  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) Includes $.000002 short term capital gain.
(c) Not annualized.
(d) Annualized.
 
See notes to financial statements.
 
                                       31

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                   PRIME MONEY MARKET FUND
                                  ------------------------------------------------------------------------------------------
                                                                          FIDUCIARY
                                  ------------------------------------------------------------------------------------------
                                   SIX MONTHS
                                     ENDED
                                                                              YEARS ENDED JUNE 30,
                                                    ------------------------------------------------------------------------
                                  DECEMBER 31,
                                      1997             1997            1996            1995            1994           1993
                                  ------------      ----------      ----------      ----------      ----------      --------
                                  (UNAUDITED)
<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.........        0.027            0.051           0.054           0.052           0.031         0.030
                                   ----------       ----------      ----------      ----------      ----------      --------
Less: Distributions
  Net investment income.........       (0.027)          (0.051)         (0.054)         (0.052)         (0.031)       (0.030)
                                   ----------       ----------      ----------      ----------      ----------      --------
NET ASSET VALUE,
  END OF PERIOD.................   $    1.000       $    1.000      $    1.000      $    1.000      $    1.000      $  1.000
                                   ==========       ==========      ==========      ==========      ==========      ========
Total Return....................         2.69%(a)         5.20%           5.49%           5.34%           3.19%         3.09%
 
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period
    (000).......................   $2,825,130       $2,563,768      $2,186,562      $1,965,416      $1,600,876      $979,275
  Ratio of expenses to average
    net assets..................         0.51%(b)         0.48%           0.44%           0.41%           0.40%         0.44%
  Ratio of net investment income
    to average net assets.......         5.28%(b)         5.08%           5.34%           5.27%           3.18%         3.05%
  Ratio of expenses to average
    net assets*.................         0.59%(b)         0.56%           0.55%           0.57%           0.59%         0.62%
  Ratio of net investment income
    to average net assets*......         5.20%(b)         5.00%           5.23%           5.12%           2.99%         2.87%
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Not annualized.
(b) Annualized.
 
See notes to financial statements.
 
                                       32

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                      PRIME MONEY MARKET FUND
                                          --------------------------------------------------------------------------------
                                                                              CLASS A
                                          --------------------------------------------------------------------------------
                                           SIX MONTHS
                                             ENDED
                                                                                 YEARS ENDED JUNE 30,
                                                            --------------------------------------------------------------
                                          DECEMBER 31,
                                              1997            1997          1996          1995         1994         1993
                                          ------------      --------      --------      --------      -------      -------
                                          (UNAUDITED)
<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.................       0.025           0.048         0.051         0.050        0.027        0.030
                                            --------        --------      --------      --------      -------      -------
Less: Distributions
  Net investment income.................      (0.025)         (0.048)       (0.051)       (0.050)      (0.027)      (0.030)
                                            --------        --------      --------      --------      -------      -------
NET ASSET VALUE,
  END OF PERIOD.........................    $  1.000        $  1.000      $  1.000      $  1.000      $ 1.000      $ 1.000
                                            ========        ========      ========      ========      =======      =======
Total Return............................        2.56%(a)        4.94%         5.22%         5.08%        2.93%        2.83%
 
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).....    $558,256        $332,646      $315,374      $201,968      $74,759      $61,106
  Ratio of expenses to average net
    assets..............................        0.79%(b)        0.73%         0.69%         0.67%        0.65%        0.65%
  Ratio of net investment income to
    average net assets..................        5.01%(b)        4.83%         5.09%         5.02%        2.92%        2.67%
  Ratio of expenses to average net
    assets*.............................        0.89%(b)        0.91%         0.90%         0.92%        0.90%        0.99%
  Ratio of net investment income to
    average net assets*.................        4.91%(b)        4.65%         4.88%         4.77%        2.67%        2.33%
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Not annualized.
(b) Annualized.
 
See notes to financial statements.
 
                                       33

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                 PRIME MONEY MARKET FUND
                                                              ------------------------------
<S>                                                           <C>               <C>
                                                                         CLASS B
                                                              ------------------------------
 
<CAPTION>
                                                               SIX MONTHS       NOVEMBER 21,
                                                                 ENDED            1996 TO
                                                              DECEMBER 31,        JUNE 30,
                                                                  1997            1997(A)
                                                                 ------            ------
                                                              (UNAUDITED)
<S>                                                           <C>               <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.......................................     $1.000            $1.000
                                                                 ------            ------
Investment Activities
  Net investment income.....................................      0.022             0.026
                                                                 ------            ------
Less: Distributions
  Net investment income.....................................     (0.022)           (0.026)
                                                                 ------            ------
NET ASSET VALUE,
  END OF PERIOD.............................................      1.000             1.000
                                                                 ======            ======
Total Return................................................       2.18%(b)          2.63%(b)
 
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................     $  740            $  618
  Ratio of expenses to average net assets...................       1.51%(c)          1.51%(c)
  Ratio of net investment income to average net assets......       4.29%(c)          4.16%(c)
  Ratio of expenses to average net assets*..................       1.59%(c)          1.59%(c)
  Ratio of net investment income to average net assets*.....       4.21%(c)          4.08%(c)
</TABLE>
 
- ------------
 
 *  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) Not annualized.
(c) Annualized.
 
See notes to financial statements.
 
                                       34

<PAGE>
 
- --------------------------------------------------------------------------------
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,
                                            1997            1997          1996          1995          1994          1993
                                        ------------      --------      --------      --------      --------      --------
                                        (UNAUDITED)
<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...............       0.017           0.031         0.033         0.032         0.021         0.021
                                          --------        --------      --------      --------      --------      --------
Less: Distributions
  Net investment income...............      (0.017)         (0.031)       (0.033)       (0.032)       (0.021)       (0.021)
                                          --------        --------      --------      --------      --------      --------
NET ASSET VALUE,
  END OF PERIOD.......................    $  1.000        $  1.000      $  1.000      $  1.000      $  1.000      $  1.000
                                          ========        ========      ========      ========      ========      ========
Total Return..........................        1.67%(a)        3.19%         3.34%         3.28%         2.16%         2.15%
 
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...    $500,105        $467,420      $459,807      $437,743      $352,702      $175,277
  Ratio of expenses to average net
    assets............................        0.44%(b)        0.43%         0.41%         0.41%         0.40%         0.46%
  Ratio of net investment income to
    average net assets................        3.30%(b)        3.16%         3.29%         3.26%         2.13%         2.12%
  Ratio of expenses to average net
    assets*...........................        0.55%(b)        0.55%         0.59%         0.59%         0.60%         0.66%
  Ratio of net investment income to
    average net assets*...............        3.19%(b)        3.04%         3.11%         3.08%         1.93%         1.92%
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Not annualized.
(b) Annualized.
 
See notes to financial statements.
 
                                       35

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                      MUNICIPAL MONEY MARKET FUND
                                             -----------------------------------------------------------------------------
                                                                                CLASS A
                                             -----------------------------------------------------------------------------
                                              SIX MONTHS
                                                ENDED
                                                                                  YEARS ENDED JUNE 30,
                                                               -----------------------------------------------------------
                                             DECEMBER 31,
                                                 1997           1997         1996         1995         1994         1993
                                             ------------      -------      -------      -------      -------      -------
                                             (UNAUDITED)
<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....................      0.015           0.029        0.030        0.030        0.021        0.019
                                               -------         -------      -------      -------      -------      -------
Less: Distributions
  Net investment income....................     (0.015)         (0.029)      (0.030)      (0.030)      (0.021)      (0.019)
                                               -------         -------      -------      -------      -------      -------
NET ASSET VALUE,
  END OF PERIOD............................    $ 1.000         $ 1.000      $ 1.000      $ 1.000      $ 1.000      $ 1.000
                                               =======         =======      =======      =======      =======      =======
Total Return...............................       1.54%(a)        2.97%        3.08%        3.02%        1.96%        1.89%
 
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)........    $96,383         $48,185      $50,720      $56,518      $41,595      $18,932
  Ratio of expenses to average net
    assets.................................       0.72%(b)        0.68%        0.66%        0.66%        0.65%        0.66%
  Ratio of net investment income to average
    net assets.............................       3.02%(b)        2.91%        3.04%        3.01%        1.92%        1.82%
  Ratio of expenses to average net
    assets*................................       0.86%(b)        0.90%        0.94%        0.94%        0.91%        1.01%
  Ratio of net investment income to average
    net assets*............................       2.88%(b)        2.69%        2.76%        2.73%        1.66%        1.47%
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Not annualized.
(b) Annualized.
 
See notes to financial statements.
 
                                       36

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                   OHIO MUNICIPAL MONEY MARKET FUND
                                            ------------------------------------------------------------------------------
                                                                              FIDUCIARY
                                            ------------------------------------------------------------------------------
                                             SIX MONTHS                                                           JUNE 9,
                                               ENDED                                                              1993 TO
                                                                           YEARS ENDED JUNE 30,
                                                              ----------------------------------------------
                                            DECEMBER 31,                                                          JUNE 30,
                                                1997           1997         1996         1995         1994        1993(A)
                                            ------------      -------      -------      -------      -------      --------
                                            (UNAUDITED)
<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...................      0.017           0.032        0.033        0.032        0.022        0.013
                                              -------         -------      -------      -------      -------      -------
Less: Distributions
  Net investment income...................     (0.017)         (0.032)      (0.032)      (0.032)      (0.022)      (0.013)
  In excess of net investment income......         --              --       (0.001)          --           --           --
                                              -------         -------      -------      -------      -------      -------
    Total Distributions...................     (0.017)         (0.032)      (0.033)      (0.032)      (0.022)      (0.013)
                                              -------         -------      -------      -------      -------      -------
NET ASSET VALUE,
  END OF PERIOD...........................    $ 1.000         $ 1.000      $ 1.000      $ 1.000      $ 1.000      $ 1.000
                                              =======         =======      =======      =======      =======      =======
Total Return..............................       1.69%(b)        3.22%        3.34%        3.20%        2.25%        2.14%(b)
 
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).......    $62,322         $56,442      $55,915      $51,806      $55,375      $ 3,500
  Ratio of expenses to average net
    assets................................       0.39%(c)        0.40%        0.41%        0.41%        0.34%        0.08%(b)
  Ratio of net investment income to
    average net assets....................       3.34%(c)        3.17%        3.19%        3.13%        2.29%        2.07%(b)
  Ratio of expenses to average net
    assets*...............................       0.51%(c)        0.53%        0.71%        0.60%        0.57%        0.51%(b)
  Ratio of net investment income to
    average net assets*...................       3.22%(c)        3.04%        2.89%        2.94%        2.06%        1.64%(b)
</TABLE>
 
- ------------
 
 *  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) Not annualized.
(c) Annualized.
 
See notes to financial statements.
 
                                       37

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                  OHIO MUNICIPAL MONEY MARKET FUND
                                          ---------------------------------------------------------------------------------
                                                                               CLASS A
                                          ---------------------------------------------------------------------------------
                                           SIX MONTHS                                                           JANUARY 26,
                                             ENDED                                                                1993 TO
                                                                         YEARS ENDED JUNE 30,
                                                            ----------------------------------------------
                                          DECEMBER 31,                                                           JUNE 30,
                                              1997           1997         1996         1995         1994          1993(A)
                                          ------------      -------      -------      -------      -------      -----------
                                          (UNAUDITED)
<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.................      0.016           0.029        0.030        0.029        0.021          0.009
                                            -------         -------      -------      -------      -------        -------
Less: Distributions
  Net investment income.................     (0.016)         (0.029)      (0.029)      (0.029)      (0.021)        (0.009)
  In excess of net investment income....         --              --       (0.001)          --           --             --
                                            -------         -------      -------      -------      -------        -------
    Total Distributions.................     (0.016)         (0.029)      (0.030)      (0.029)      (0.021)        (0.009)
                                            -------         -------      -------      -------      -------        -------
NET ASSET VALUE,
  END OF PERIOD.........................    $ 1.000         $ 1.000      $ 1.000      $ 1.000      $ 1.000        $ 1.000
                                            =======         =======      =======      =======      =======        =======
Total Return............................       1.56%(b)        2.96%        3.08%        2.98%        2.09%          2.34%(b)
 
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).....    $34,918         $30,479      $41,132      $35,790      $37,356        $25,125
  Ratio of expenses to average net
    assets..............................       0.67%(c)        0.65%        0.66%        0.63%        0.44%          0.26%(b)
  Ratio of net investment income to
    average net assets..................       3.06%(c)        2.90%        2.94%        2.91%        2.05%          2.03%(b)
  Ratio of expenses to average net
    assets*.............................       0.82%(c)        0.88%        1.06%        0.95%        0.94%          0.92%(b)
  Ratio of net investment income to
    average net assets*.................       2.91%(c)        2.67%        2.54%        2.59%        1.55%          1.37%(b)
</TABLE>
 
- ------------
 
 *  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) Not annualized.
(c) Annualized.
 
See notes to financial statements.
 
                                       38

<PAGE>
 
                 (This page has been left blank intentionally.)

<PAGE>
 
                 (This page has been left blank intentionally.)


<PAGE>
Important Customer Information.
Please Read:

Shares of The One Group:
* are not deposits or obligations
  of, or guaranteed by, BANC ONE
  CORPORATION or its affiliates
* are not insured or guaranteed by the 
  FDIC or by any other governmental 
  agency or government-sponsored
  agency of the federal government 
  or any state
* are subject to investment risks,
  including possible loss of the
  principal amount invested.

Banc One Investment Advisors
Corporation, a registered investment 
advisor and an indirect subsidiary of 
BANC ONE CORPORATION, serves 
as an investment advisor to The One
Group, for which it receives advisory 
fees. The One Group is distributed by 
The One Group Services Company, 
3435 Stelzer Road, Columbus,
Ohio 43219, which is not affiliated
with BANC ONE CORPORATION and 
is not a bank. Contact us at our web
site address: www.onegroup.com or
e-mail us at [email protected].

For more complete information on
any of The One Group Funds, including
management fees and expenses,
you may obtain a prospectus from 
The One Group Services Company.
Read the prospectus carefully                                
before investing.                                            

BANC ONE 
INVESTMENT                                                       [LOGO]
ADVISORS
CORPORATION
                                                            TOG-F-034-AN(8/97)

<PAGE>

                                                                          Growth
                                                                           Funds
                                                              Semi-Annual Report
                                      For the six months ended December 31, 1997


                                                           Asset Allocation Fund


                                                              Income Equity Fund
 

                                                               Equity Index Fund


                                                               Value Growth Fund
 

                                                        Large Company Value Fund


                                                          Disciplined Value Fund


                                                       Large Company Growth Fund


                                                       Growth Opportunities Fund


                                                       Small Capitalization Fund


                                                 International Equity Index Fund



                                     [THE ONE GROUP FAMILY OF MUTUAL FUNDS LOGO]

<PAGE>

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

              Important Customer Information. Investment Products:

              * are not deposits or obligations of, or guaranteed by,
                BANC ONE CORPORATION or any of its affiliates,
               
              * are not insured by the FDIC, and
                                                                         ----
              * are subject to investment risks, including possible      FDIC
                loss of the principal amount invested.                   LOGO
                                                                         ----
           -----------------------------------------------------------


<PAGE>
 
- --------------------------------------------------------------------------------
Table of Contents
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
Report From Your Investment Advisor........................................    2
Portfolio Performance Review...............................................    4
Schedules of Portfolio Investments.........................................    7
Statements of Assets and Liabilities.......................................   56
Statements of Operations...................................................   60
Statements of Changes in Net Assets........................................   62
Notes to Financial Statements..............................................   66
Financial Highlights.......................................................   79
 
                                       1

<PAGE>
 
- --------------------------------------------------------------------------------
Report From Your Investment Advisor
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
We are pleased to present this semiannual report for The One Group(R) Family of
Mutual Funds. On the following pages, you will find an overview of the financial
markets and your fund's performance for the period from July 1, 1997, through
December 31, 1997.
 
DEAR VALUED SHAREHOLDER:
Thank you for continuing to support The One Group Family of Mutual Funds during
an interesting, challenging and ultimately rewarding year for investors.
 
Despite strong volatility throughout 1997 and turmoil in Asia, the Dow Jones
Industrial Average was up 24.94% for 1997. Never before had the index returned
more than 20% for three consecutive years. The S&P 500 Index soared even higher,
closing the year up 33.36%.
 
At the same time, and largely the result of low inflation, a strong U.S. dollar
and the flight to quality spurred by the Asian crisis, U.S. bond yields ended
the year on an impressive note. The 30-year Treasury, for example, ended the
year yielding 5.92%, close to its 20-year low. (As bond yields fall, bond prices
go up.)
 
ONCE AGAIN, A PHILOSOPHY REINFORCED
While the calendar-year returns for both the stock and bond markets are
impressive, events in the final six months of 1997 may be the most memorable. On
August 6, the Dow closed at 8,259, a record high and its peak for the calendar
year. Shortly thereafter, though, volatility rocked the market, as the effects
of the Asian financial crisis worked their way west. These forces culminated on
Monday, October 27, when the Dow plummeted more than 554 points, its
largest-ever point decline.
 
This drop may be the defining moment for 1997's financial markets, and it
presented a significant challenge for investors. But, rather than panicking,
shareholders of The One Group demonstrated a clear understanding of market
dynamics and the importance of maintaining a long-term investment philosophy.
 
I am pleased to report that there were no significant redemptions of One Group
shares after "Black Monday." To us, this implies that our investors understand
the potential dangers of selling their investments based on short-term
volatility. In fact, The One Group experienced a record purchase day on Tuesday,
October 28, indicating that investors realize the benefits of staying focused on
the stock market's long-term potential.
 
TAX BILL CHANGES FACE OF INVESTING
The second half of 1997 may be remembered as much for the jubilance it brought
investors as for the turmoil. The Taxpayer Relief Act of 1997 became law,
ushering in lower capital gains taxes for investors and new investment
opportunities poised to change the face of investing for years to come.
 
The cut in the capital gains tax rate may make investing in stocks even more
attractive for many investors. As you are planning for your future financial
needs and taking into consideration your appropriate asset allocation, please do
not overlook the impact of the new tax treatment of capital gains.
 
And, while you're planning for your financial future, take note that the 1997
tax law makes investing in IRAs even more attractive, particularly with the
introduction of the Roth IRA, a new type of account that offers tax-exempt
distributions in retirement. In addition, the Traditional IRA has been enhanced
with many new features.
 
The One Group can help you incorporate any of these retirement accounts into
your investment plan. Speak to your investment representative or call
1-800-480-4111 for more information on IRAs.
 
SEEK ADVICE FOR A YEAR'S WORTH OF EVENTS
With 1997's record volatility and the new investment opportunities introduced by
the tax law, now may be an ideal time to meet with your investment professional
and make sure your investment plan remains on track to meet your financial
needs.
 
As you probably know, your asset allocation--or the way your investment dollars
are strategically distributed among stock, bond and cash investments according
to your goals, risk tolerance and investing time frame--may be the
single-greatest determinant of your long-term investment success. After a year
full of market ups and downs, your asset allocation probably shifted. For
example, stock market appreciation may have caused your allocation to equities
to swing higher than called for in your plan. Your investment professional can
help you evaluate your plan and, if necessary, get it back on track.
 
                                       2

<PAGE>
 
- --------------------------------------------------------------------------------
Report From Your Investment Advisor, continued
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
Furthermore, your investment representative can help you make the most of the
Taxpayer Relief Act of 1997. Many of the provisions take effect with the 1998
tax year, so make sure you start off the year with the strategy that's most
appropriate for you.
 
Thank you for investing with The One Group Family of Mutual Funds and for your
ongoing support of the firm's time-tested investment philosophies. We look
forward to helping you achieve your financial goals in 1998 and beyond.
 
Sincerely,
 
LOGO
David J. Kundert
President and CEO,
Banc One Investment Advisors Corporation,
Investment Advisor to The One Group
 
David J. Kundert photo
 
For a prospectus with more complete information on The One Group Investor Funds,
including management fees and expenses, please contact The One Group at
1-800-480-4111. Please read the prospectus carefully before investing.
(2/98)
 
                                       3

<PAGE>
 
- --------------------------------------------------------------------------------
Portfolio Performance Review
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
ECONOMIC GROWTH REMAINS STRONG
Despite showing a slight slowdown from the first half of the year, U.S. economic
growth during the second half of 1997 remained robust at a growth rate of 3.7%.
For the entire 12-month period, the U.S. economy grew by a 3.8% growth rate.
 
Firm employment gains and strong consumer confidence fueled the growth rate. The
unemployment rate headed steadily downward, ending the year at 4.7%. The economy
witnessed an average of 301,500 new non-farm jobs being created per month, when
all that is needed to absorb the growth in the labor force and keep the
unemployment rate steady is 150,000.
 
LONG-TERM INTEREST RATES DECLINE
Slightly higher inflation in 1996 kept long-term interest rates relatively high
throughout much of 1997. With prices climbing 3.3% on a year-over-year basis in
1996, investors feared that inflation would keep that pace or even climb higher
in 1997.
 
But, as the year unfolded it became apparent that inflation was, indeed, under
control. For the final six months of the year the inflation rate was 2.0%, and
for the entire year prices were up only 1.7%, the best performance in 11 years.
 
Low prices helped pave the way for a significant decline in long-term interest
rates by the end of the year. Also significant was the impact of the Asian
financial crisis, which caused currency values to plunge and sent financial
markets into turmoil. As worldwide events unfolded during the second half of the
year, it became clear that the Asian economies would weaken. This caused
investors throughout the world to turn to the safety of U.S. Treasury
securities, which helped drive up prices.
 
As a result of these events, long-term interest rates showed a significant
decline during the second half of 1997--a decline that was much greater than the
economic fundamentals supported. At the end of the year, the yield on the
30-year U.S. Treasury bond was 5.92%, after starting the year at 6.64% and
climbing to a high of 7.17% in early April.
 
FED REMAINS IDLE
The Federal Reserve remained on the sidelines during the second half of the
year, after raising interest rates just once in all of 1997--a 0.25% increase of
the federal funds rate in March. This lack of monetary policy action kept
short-term interest rates relatively steady for the remainder of the year.
 
The impact of the Asian currency crisis and market meltdowns may have
contributed to the Fed's decision to keep rates unchanged in the second half of
1997. While strong economic growth certainly created a valid reason for another
rate hike, the Fed resisted the temptation, figuring that the Asian situation
would contribute to slower growth ahead.
 
LOOKING AHEAD
In terms of U.S. economic growth, the Asian crisis remains a factor that can't
be ignored. Thirty percent of U.S. exports go to Asia, and with many Asian
countries facing currency devaluations of 35% to 80%, consumers in that region
have significantly less purchasing power. Furthermore, there's the possibility
that this currency crisis could spread to Latin America, where another 20% of
U.S. exports are at risk if there are some currency devaluations.
 
The United States accounts for 28% of the non-Asian global economy, and,
therefore, should be heavily influenced by the change in trade flows from Asia.
Asian stock markets have dropped nearly 70% over the last several months, which
undoubtedly will be reflected in lower overall consumption, particularly for
foreign imports. And, as prices on goods produced in Asia continue to fall, U.S.
imports from that region should go up.
 
As a result, cheaper goods coming from Asia, and possibly Latin America, should
force domestic competitors to lower their prices (or face sharply lower sales
prospects). This could push the U.S. inflation rate to as low as 1.5% in 1998,
compared to 1.7% in 1997 and 3.3% in 1996. At the same time, fewer U.S. exports
and greater imports should cause economic growth to slow to a 2% year-over-year
average for 1998.
 
                                       4

<PAGE>
 
- --------------------------------------------------------------------------------
Portfolio Performance Review, continued
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
Given all the instability overseas and the impending effects of a slowdown in
the U.S. economy, we believe that the Federal Reserve will lower interest rates
in 1998, probably sometime in the second half of the year. Long-term interest
rates should continue their downward trend, due to lower inflation and lower
economic growth. By the end of the year, we may see the yield on the 30-year
Treasury bond somewhere between 5.5% and 5.75%.
 
/s/ Anthony Chan
Anthony Chan, Ph.D.
Managing Director and Chief Economist
Banc One Investment Advisors
 
                                       5

<PAGE>
 
Portfolio Performance Review
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
OBSTACLES EMERGE, BUT MARKET PERSEVERES
Despite facing its most formidable challenge in years--the Asian financial
crisis, which led to turmoil in equity markets worldwide--the U.S. stock market
continued to climb during the second half of 1997. For the final six months of
the year, the market, as measured by the S&P 500 Index, returned 10.58%,
bringing its total return for the 1997 calendar year to an impressive 33.36%.
 
The Dow Jones Industrial Average suffered its worst single-day point decline on
October 27, but bounced back to gain 4.01% in the second half of the year. For
the 12-month period ended December 31, 1997, the Dow was up 24.94%, marking the
first time that the index posted returns greater than 20% for three years in a
row.
 
Once again, the "Goldilocks Economy" helped fuel the market's growth. Everything
was "just right." Inflation remained lower than expected, interest rates
declined and unemployment hit record lows. This led to stronger-than-expected
economic growth and helped push corporate earnings growth to levels that were
better than anticipated.
 
We are pleased to report that The One Group domestic stock funds provided
attractive results for the six-month and one-year periods ended December 31,
1997. Returns for the U.S. Funds were particularly strong for the 12-month
period.
 
DIFFERENT STYLES SHARE THE LIMELIGHT
Overall, large-company growth stocks retained their leadership position during
1997, but their outperformance versus other equity styles was not as great as it
had been in recent years. In fact, there was significant style rotation during
the second half of the year, underscoring the importance of investing in
multiple equity styles to capture performance advantages.
 
During the summer months, for example, investors favored the stocks of small and
mid-size growth companies. In the fourth quarter, investors focused on defensive
equity strategies, and mid-size value stocks became the best relative
performers.
 
In terms of economic sectors, three offered notable performance. The technology
sector suffered severe volatility during the six-month period, due mostly to the
events in Asia. The utilities sector lagged most of the year but staged a
comeback in the fourth quarter, as investors turned to stocks that typically
provide a defensive hedge. The financial sector remained strong throughout the
entire year.
 
INTERNATIONAL MARKET HARD-HIT BY ASIAN CRISIS
The Asian currency crisis and resulting market meltdown had the greatest impact
in the international equity arena, where returns, as measured by the Europe,
Australia and Far East Gross Domestic Product (EAFE GDP) Index, fell 5.46% in
the second half of 1997. For the 12-month period, the EAFE GDP Index was up only
5.95%.
 
Much of this poor performance was due to the Japanese market, which comprises
25% of the Index, and the rest of the Far East contingent. At the same time, the
dollar's strength versus other currencies magnified the downturn in U.S.
dollars. On the bright side, though, several European countries rebounded from
recession to post strong relative performance--stronger than the S&P 500, in
some cases.
 
STOCKS SHOULD COOL FROM RECORD-BREAKING PACE
While domestic stocks should enjoy another positive year in 1998, it's unlikely
that the record-breaking pace of the last three years will continue.
 
We believe that conditions remain favorable for another year of positive
returns, but we think that the market environment will be much more volatile due
to worldwide deflationary fears and high valuation levels. It's important to
remember, though, that in 1995, 1996 and early 1997 we saw extremely low levels
of volatility. What we should see in 1998 is a return to more "normal" levels of
volatility.
 
While the economy should remain favorable for stocks, economic growth should
slow in 1998, which could cause earnings to moderate. In fact, for the first
time in several years, earnings growth will likely move from double digits to
single digits. But what may be even more important than earnings growth is
earnings reliability. Slower economic growth and the fallout from the Asian
situation will make it extremely important for companies to meet their earnings
expectations.
 
On the international front, we believe that European stocks are well positioned
for another strong year. On the other hand, economic problems in Japan and the
rest of Asia should lead to dramatically slower growth for Asia.
 
All of these factors underscore the importance of maintaining a disciplined
approach to equity investing. We encourage our investors to remain diversified
among a variety of stock types and to stay focused on long-term returns.
 
LOGO
Richard R. Jandrain III
Senior Managing Director of Equity Securities
 
Banc One Investment Advisors Corporation
 
Please refer to the prospectus and the accompanying financial statements for
further information about your Fund.
 
                                       6

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Asset Allocation Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                            ASSET BACKED SECURITIES (2.6%):
     20     Advanta Credit Card Master Trust,
              5.95%, 8/31/99....................   $     20
    298     Advanta Mortgage Loan Trust, Series
              1994-3, Class A2, 7.60%,
              7/25/10...........................        302
    600     Case Equipment Loan Trust, Series
              1996-B, Class A3, 6.65%,
              9/15/03...........................        609
    480     Green Tree Financial Corp., Series
              1996-3, Class A3, 6.70%,
              5/15/27...........................        486
    800     Greentree Financial Corp., Series
              1996-7, Class A4, 6.80%,
              10/15/27..........................        822
     67     KeyCorp Auto Grantor Trust, Series
              1995-A A, 5.80%, 7/15/00..........         67
    500     Nationsbank Auto Owner Trust 1996-A
              A3, 6.38%, 7/15/00................        502
    525     Olympic Automobile Receivables
              Trust, 6.05%, 8/15/02.............        524
  1,025     Olympic Automobile Receivables
              Trust, Series 1996-B, Class A4,
              6.70%, 3/15/02....................      1,034
    630     The Money Store Home Equity Trust,
              Series 1993-C, 5.18%, 7/15/06.....        624
    181     The Money Store Home Equity Trust,
              Series 1994-B, Class A2, 6.80%,
              2/15/13...........................        184
     67     Union Federal Savings Bank Trust,
              Series 1994 A A, 5.08%, 5/15/00...         67
                                                   --------
                   Total Asset Backed Securities      5,241
                                                   --------
                                   COMMERCIAL PAPER (3.8%):
                                 Financial Services (3.8%):
  7,905     Merrill Lynch, 5.81%, 3/19/98.......      7,810
                                                   --------
                          Total Commercial Paper      7,810
                                                   --------
                                     COMMON STOCKS (51.4%):
                       Business Equipment & Service (0.4%):
      7     Jacobs Engineering Group, Inc.......        178
     20     Service Corp. International.........        720
                                                   --------
                                                        898
                                                   --------
                                      Capital Goods (3.6%):
     11     Cooper Industries, Inc..............        544
     14     Emerson Electric Co.................        790
     38     General Electric Co.................      2,803
     10     Harsco Corp.........................        431
      6     Hubbell, Inc., Class B..............        306
     12     Mark IV Industries, Inc.............        271
      6     Precision Castparts.................        338
     19     Teleflex, Inc.......................        725
     26     Tyco International..................      1,167
                                                   --------
                                                      7,375
                                                   --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                  COMMON STOCKS, CONTINUED:
                                   Consumer Durable (0.9%):
     19     Autozone, Inc. (c)..................   $    554
     25     Chrysler Corp.......................        862
     11     Lear Corp. (b)......................        508
                                                   --------
                                                      1,924
                                                   --------
                               Consumer Non-Durable (5.2%):
     31     Archer-Daniels-Midland Co...........        670
     21     Coca Cola Co........................      1,419
     19     ConAgra, Inc........................        637
      6     Estee Lauder Companies, Class A.....        314
     19     Intimate Brands, Inc. (c)...........        457
     14     McCormick & Co., Inc................        398
     18     Newell Companies, Inc...............        774
     35     PepsiCo, Inc........................      1,279
     47     Philip Morris Co., Inc..............      2,114
      8     Proctor & Gamble Co.................        615
     13     Quaker Oats Co......................        686
     11     Revlon, Inc. (b)....................        396
     22     RJR Nabisco Holdings Corp...........        821
                                                   --------
                                                     10,580
                                                   --------
                                  Consumer Services (2.9%):
     10     Belo (A.H.) Corp., Series A.........        561
     21     Cendant Corp. (c)...................        729
     18     Hasbro, Inc.........................        575
     23     Hilton Hotels Corp..................        687
     10     MGM Grand, Inc. (b)(c)..............        375
     17     Tele-Communications, Inc............        479
      9     Telecom-TCI Ventures Group, Series
              A.................................        265
     15     Time Warner, Inc....................        923
      3     Tricon Global Restaurants...........         97
     16     Viacom, Inc.........................        651
      7     Walt Disney Co......................        644
                                                   --------
                                                      5,986
                                                   --------
                                             Energy (4.3%):
      9     Ashland, Inc........................        489
     11     Atlantic Richfield Co...............        857
      8     Devon Energy Corp...................        312
      8     Dresser Industries, Inc.............        319
     38     Exxon Corp..........................      2,324
     16     Mobil Corp..........................      1,155
     25     Royal Dutch Petroleum, NY Shares....      1,349
     20     Tosco Corp. (c).....................        764
     20     USX-Marathon Group..................        682
     10     Weatherford Enterra, Inc............        455
                                                   --------
                                                      8,706
                                                   --------
                                 Financial Services (9.1%):
      5     Allstate Corp.......................        473
      6     American Express Co.................        500
      9     American International Group,
              Inc...............................        941
      9     Charter One Financial, Inc..........        587
</TABLE>
 
Continued
 
                                       7

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Asset Allocation Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                  COMMON STOCKS, CONTINUED:
                             Financial Services, continued:
      9     Chase Manhattan Corp................   $  1,007
      4     Cigna Corp..........................        675
     11     Equitable Co., Inc..................        537
     22     Federal National Mortgage Assoc.....      1,267
      7     First American Bank Corp............        509
     23     First Union Corp. (c)...............      1,189
     15     Fleet Financial Group, Inc..........      1,147
      8     Hartford Financial Services Group...        777
     16     Morgan Stanley Dean Witter
              Discover..........................        952
     21     Nationsbank.........................      1,265
     16     PNC Bank Corp.......................        902
     10     Provident Co., Inc..................        390
     13     Regions Financial Corp..............        527
     14     Southtrust Corp.....................        856
     10     State Street Corp...................        570
      7     TransAmerica Corp...................        692
     24     Travelers Group, Inc................      1,293
      8     Washington Mutual, Inc..............        491
      3     Wells Fargo & Co....................        916
                                                   --------
                                                     18,463
                                                   --------
                                        Health Care (5.7%):
     17     Abbott Labs.........................      1,141
     13     American Home Products Corp.........        979
      9     Amgen, Inc. (b).....................        498
     12     Baxter International, Inc...........        625
     18     Bristol Myers Squibb Co.............      1,723
      6     Cardinal Health, Inc. (c)...........        436
     23     Eli Lilly & Co......................      1,580
     10     Guidant Corp........................        647
     15     Healthsouth Corp....................        427
      7     Johnson & Johnson...................        435
     13     Medpartners, Inc....................        291
      9     Merck & Co., Inc....................        967
      6     Pfizer, Inc.........................        447
     14     Tenet Healthcare Corp...............        474
      7     Warner-Lambert Co...................        856
                                                   --------
                                                     11,526
                                                   --------
                                      Raw Materials (2.2%):
      9     Betzdearborn, Inc...................        556
     14     Crompton & Knowles Corp.............        371
     14     Du Pont (EI) de Nemours & Co........        841
     17     Ferro Corp..........................        417
     20     Morton International, Inc...........        674
     13     Nalco Chemical Co...................        506
     12     Olin Corp...........................        572
     14     Praxair, Inc........................        630
                                                   --------
                                                      4,567
                                                   --------
                                             Retail (3.1%):
     26     CompUSA, Inc........................        800
     14     Dayton Hudson Corp..................        911
     16     Gymboree............................        441
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                  COMMON STOCKS, CONTINUED:
                                         Retail, continued:
     28     Just For Feet, Inc. (b).............   $    364
     23     Kroger Co. (b)......................        850
     35     Officemax, Inc. (b).................        504
      9     Outback Steakhouse, Inc. (c)........        270
     18     Toys R Us, Inc. (b).................        556
     40     Wal-Mart Stores, Inc................      1,558
                                                   --------
                                                      6,254
                                                   --------
                                            Shelter (1.3%):
     25     Kaufman & Broad Home Corp...........        570
     16     Kimberly Clark Corp.................        765
     11     Leggett & Platt, Inc................        456
      9     Masco Corp..........................        468
     12     Pentair, Inc........................        435
                                                   --------
                                                      2,694
                                                   --------
                                         Technology (7.7%):
      6     Altera Corp. (b)....................        186
     18     Analog Devices, Inc. (b)(c).........        485
     10     BMC Software, Inc. (b)..............        623
     12     Boeing Co...........................        573
     22     Cadence Design Systems, Inc. (c)....        534
     23     Cisco Systems, Inc. (b).............      1,257
     20     Compaq Computer Corp. (b)...........      1,134
     14     Dell Computer Corp. (b).............      1,168
      5     General Motors, Class H.............        166
     12     Hewlett Packard Co..................        750
     28     Intel Corp..........................      1,946
     17     International Business Machines.....      1,809
      6     Lockheed Martin Corp................        591
      8     Lucent Technologies, Inc............        623
     20     Microsoft Corp. (b).................      2,597
     16     Orbital Sciences Corp. (b)..........        467
      3     Raytheon Co., Class A...............        125
     17     Teradyne, Inc. (b)..................        547
                                                   --------
                                                     15,581
                                                   --------
                                          Utilities (5.0%):
     14     AES Corp. (b).......................        653
     10     Century Telephone Enterprises.......        498
     11     Florida Power & Light, Inc..........        657
     19     General Public Utilities Corp.......        779
     23     GTE Corp............................      1,212
     26     LCI International, Inc. (c).........        803
     10     MCN Corp............................        392
      6     National Fuel Gas Co................        278
     26     New York State Electric & Gas.......        919
     20     SBC Communications, Inc.............      1,428
</TABLE>
 
Continued
 
                                       8

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Asset Allocation Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                  COMMON STOCKS, CONTINUED:
                                      Utilities, continued:
     19     Sprint Corp.........................   $  1,102
     16     Texas Utilities.....................        677
     26     Worldcom, Inc. (c)..................        793
                                                   --------
                                                     10,191
                                                   --------
                             Total Common Stocks    104,745
                                                   --------
                                   CORPORATE BONDS (11.4%):
                       Banking, Finance & Insurance (7.1%):
 $1,000     Association Corp., 8.27%, 11/8/01...      1,069
  1,000     Bankamerica Corp., 8.13%, 2/1/02....      1,063
    500     Chrysler Financial Corp., 5.88%,
              2/7/01............................        497
  1,070     Circuit City Credit Card Master
              Trust, 6.38%, 8/15/05.............      1,077
  1,000     First Hawaiian, Inc., 6.25%,
              8/15/00...........................        998
    610     Ford Credit Auto Loan Master Trust,
              5.50%, 2/15/03....................        603
    500     Ford Motor Credit Corp., 8.38%,
              1/15/00...........................        522
    250     General Motors Acceptance Corp.,
              7.00%, 3/1/00.....................        254
  1,250     General Motors Acceptance Corp.,
              8.25%, 2/24/04....................      1,361
  1,000     Goldman Sachs Group, 7.20%, 3/1/07,
              144 A.............................      1,053
    750     Huntington National Bank, 6.75%,
              6/15/03...........................        764
    250     Lehman Brothers Holdings, Inc.,
              6.38%, 6/1/98.....................        250
    300     Lehman Brothers Holdings, Inc.,
              8.88%, 11/1/98....................        307
    500     Lehman Brothers, Inc., 9.88%,
              10/15/00..........................        544
    550     MBNA Master Credit Card, 5.40%,
              3/15/99...........................        546
    800     McDonnell Douglas Corp., 9.30%,
              9/11/02...........................        834
    307     McDonnell Douglas Corp., 6.45%,
              12/5/02...........................        309
    750     Midland Bank PLC, 6.95%, 3/15/11....        770
    250     Nationsbank Texas, 6.75%, 8/15/00...        254
  1,000     Society National Bank, 6.75%,
              6/15/03...........................      1,019
    500     Suntrust Banks, 7.38%, 7/1/02.......        519
                                                   --------
                                                     14,613
                                                   --------
                                        Industrials (2.5%):
    250     Anheuser Busch Co., 8.75%,
              12/1/99...........................        262
    500     Campbell Soup Co., 5.63%, 9/15/03...        487
    250     Coca-Cola Co., 7.88%, 9/15/98.......        253
    500     Dayton Hudson Corp., 7.25%,
              9/1/04............................        520
    200     Du Pont (EI) de Nemours & Co.,
              8.70%, 2/7/01.....................        215
    250     Ford Motor Co., 9.00%, 9/15/01......        271
    200     Illinois Tool Works, 7.50%,
              12/1/98...........................        202
    500     J C Penney & Co., 5.38%, 11/15/98...        496
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                CORPORATE BONDS, CONTINUED:
                                    Industrials, continued:
 $  250     Johnson & Johnson, 7.38%, 6/29/02...   $    262
  1,000     Occidental Petroleum, 9.25%,
              8/1/19............................      1,249
    750     Sears Roebuck Acceptance, 7.13%,
              5/2/03............................        776
                                                   --------
                                                      4,993
                                                   --------
                                     Transportation (0.3%):
    500     Union Pacific Co., 7.60%, 5/1/05....        533
                                                   --------
                                          Utilities (1.5%):
    500     AT&T Corp., 6.00%, 8/1/00 (c).......        497
    750     AT&T Corp., 7.50%, 6/1/06...........        806
    250     Duke Power Co., 7.00%, 7/1/00.......        255
    250     Southern California Edison, 7.50%,
              4/15/99...........................        254
    675     Virginia Electric & Power, 9.15%,
              6/10/99...........................        705
    500     Virginia Electric & Power, 6.63%,
              4/1/03............................        509
                                                   --------
                                                      3,026
                                                   --------
                           Total Corporate Bonds     23,165
                                                   --------
FEDERAL AGENCY DEBENTURES (1.0%):
                   Federal National Mortgage Assoc. (1.0%):
  1,000     5.55%, 9/8/98.......................        997
  1,000     5.53%, 2/10/99......................        996
                                                   --------
                 Total Federal Agency Debentures      1,993
                                                   --------
                  U.S. GOVERNMENT AGENCY MORTGAGES (12.8%):
                   Federal Home Loan Mortgage Corp. (4.8%):
    135     10.00%, 9/1/03, Pool #E30407........        143
    295     8.00%, 3/1/08, Pool #E45796.........        305
    943     7.00%, 1/1/12, Pool #E66116.........        957
    313     10.50%, 10/1/20, Pool #D24679.......        347
    765     8.00%, 4/1/25, Pool #C00401.........        795
    837     8.00%, 5/1/25, Pool #D60455.........        870
    457     7.00%, 2/1/26, Pool #D69343.........        463
    947     6.50%, 2/1/26, Pool #D68124.........        938
    680     6.50%, 2/1/26, Pool #D68616.........        673
    487     7.00%, 3/1/26, Pool #D69430.........        492
    913     7.50%, 5/1/26, Pool #C00460.........        937
    806     8.50%, 7/1/26, Pool #C00472.........        842
    957     7.00%, 10/1/26, Pool #D75494........        967
  1,000     7.50%, 12/1/27......................      1,023
                                                   --------
                                                      9,752
                                                   --------
                 Federal National Conventional Loan (0.5%):
    380     8.00%, 6/1/24, Pool #250085.........        395
    650     8.00%, 6/1/24, Pool #270402.........        675
                                                   --------
                                                      1,070
                                                   --------
                   Federal National Mortgage Assoc. (2.9%):
    275     6.40%, 3/25/03......................        275
    250     6.40%, 1/13/04......................        250
    864     6.50%, 5/1/11, Pool #337195.........        865
</TABLE>
 
Continued
 
                                       9

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Asset Allocation Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
               U.S. GOVERNMENT AGENCY MORTGAGES, CONTINUED:
               Federal National Mortgage Assoc., continued:
 $  892     7.00%, 7/1/25, Pool #317252.........   $    901
    854     6.50%, 2/1/26, Pool #337115.........        846
    844     7.50%, 5/1/26, Pool #344916.........        865
    917     7.00%, 5/1/26, Pool #346269.........        926
    866     7.50%, 11/1/26, Pool #363626........        886
                                                   --------
                                                      5,814
                                                   --------
                Government National Mortgage Assoc. (4.6%):
    709     5.50%, 4/20/11, Pool #2222..........        677
    113     8.00%, 4/15/17, Pool #192100........        119
     72     8.00%, 5/15/22, Pool #329176........         75
     88     6.50%, 1/15/24, Pool #376656........         88
    229     8.00%, 4/15/24, Pool #376038........        239
  1,114     8.00%, 8/15/24, Pool #394024........      1,161
  1,333     7.00%, 8/15/25, Pool #413007........      1,348
    977     6.50%, 4/15/26, Pool #416192........        967
    962     6.50%, 4/15/26, Pool #424185........        952
    842     7.50%, 5/15/26, Pool #375345........        864
    985     7.00%, 5/15/26, Pool #375344........        995
    858     8.50%, 1/15/27, Pool #432266........        901
  1,000     7.50%, 12/15/27, Pool #455358.......      1,025
                                                   --------
                                                      9,411
                                                   --------
          Total U.S. Government Agency Mortgages     26,047
                                                   --------
                         U.S. TREASURY OBLIGATIONS (14.2%):
                                U.S. Treasury Bills (0.2%):
     55     1/22/98 (d).........................         55
     95     2/5/98 (d)..........................         95
     40     2/19/98 (d).........................         40
    115     2/26/98 (d).........................        114
     55     3/12/98 (d).........................         54
                                                   --------
                                                        358
                                                   --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                      U.S. TREASURY OBLIGATIONS, CONTINUED:
                                U.S. Treasury Bonds (5.2%):
 $  750     11.25%, 2/15/15 (c).................   $  1,176
  1,900     7.50%, 11/15/16.....................      2,218
  4,700     8.13%, 8/15/19 (c)..................      5,877
  1,000     7.88%, 2/15/21 (c)..................      1,228
                                                   --------
                                                     10,499
                                                   --------
                                U.S. Treasury Notes (8.8%):
    500     7.25%, 2/15/98 (c)..................        501
    600     9.00%, 5/15/98......................        608
    200     8.88%, 2/15/99......................        207
    300     5.88%, 3/31/99......................        301
  3,250     7.00%, 4/15/99 (c)..................      3,304
    300     6.00%, 10/15/99.....................        302
    250     7.75%, 11/30/99 (c).................        259
  1,000     7.75%, 1/31/00 (c)..................      1,040
  1,000     6.50%, 5/31/01 (c)..................      1,023
  6,500     6.50%, 8/31/01 (c)..................      6,661
  2,000     6.63%, 3/31/02 (c)..................      2,064
    150     6.25%, 2/15/03 (c)..................        153
  1,500     6.50%, 5/15/05 (c)..................      1,563
                                                   --------
                                                     17,986
                                                   --------
                 Total U.S. Treasury Obligations     28,843
                                                   --------
                              REPURCHASE AGREEMENTS (2.4%):
  4,876     Prudential Securities, 6.80%, 1/2/98
              (Collateralized by $5,105 U.S.
              Treasury Bills, 6/25/98, market
              value $4,974).....................      4,876
                                                   --------
                     Total Repurchase Agreements      4,876
                                                   --------
Total (Cost $179,677) (a).......................   $202,720
                                                   ========
</TABLE>
 
- ------------
 
Percentages indicated are based on net assets of $203,458.
 
(a) Represents cost for financial reporting purposes and differs from value by
    net unrealized appreciation of securities as follows (amounts in thousands):
 
<TABLE>
                   <S>                                                           <C>
                   Unrealized appreciation.....................................  $24,268
                   Unrealized depreciation.....................................   (1,173)
                                                                                 -------
                   Net unrealized appreciation.................................  $23,095
                                                                                 =======
</TABLE>
 
(b) Non-income producing securities.
 
(c) A portion of this security was loaned as of December 31, 1997.
 
(d) Serves as collateral for futures contracts.
 
At December 31, 1997, the Portfolio's open futures contracts were as follows:
 
<TABLE>
<CAPTION>
                                                                    CURRENT
 NUMBER                                             OPENING         MARKET
   OF                                              POSITIONS         VALUE
CONTRACTS              CONTRACT TYPE                 (000)           (000)
- ---------              -------------               ---------        -------
<C>          <S>                                   <C>              <C>
   34        Long S&P 500 March 1998 Futures        $8,270          $8,322
</TABLE>
 
See notes to financial statements.
 
                                       10

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Income Equity Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
COMMON STOCKS (90.9%):
Business Equipment & Services (2.0%):
     63     Automatic Data Processing, Inc.......   $  3,867
    200     Browning-Ferris Industries, Inc.
              (b)................................      7,400
    225     Dun & Bradstreet Corp................      6,961
                                                    --------
                                                      18,228
                                                    --------
Capital Goods (5.2%):
    215     Cooper Industries, Inc...............     10,535
     97     Deere & Co...........................      5,656
    358     General Electric Co..................     26,269
    100     Johnson Controls, Inc................      4,775
                                                    --------
                                                      47,235
                                                    --------
Consumer Durable (2.2%):
     57     Briggs & Stratton Corp...............      2,778
     60     Chrysler Corp........................      2,111
    300     Ford Motor Co........................     14,606
                                                    --------
                                                      19,495
                                                    --------
Consumer Non-Durable (15.1%):
    120     American Greetings Corp., Class A....      4,695
    254     Campbell Soup Co.....................     14,741
    120     Clorox Co............................      9,488
    242     Coca Cola Co.........................     16,123
    464     ConAgra, Inc.........................     15,225
    120     Eastman Kodak Co. (b)................      7,298
    171     H.J. Heinz Co........................      8,689
    135     International Flavors & Fragrances,
              Inc. (c)...........................      6,953
    150     McCormick & Co., Inc.................      4,200
     40     Newell Co., Inc......................      1,703
    140     PepsiCo, Inc.........................      5,101
    411     Philip Morris Co., Inc...............     18,617
    180     Procter & Gamble Co. (b).............     14,366
    104     Quaker Oats Co.......................      5,486
    110     RJR Nabisco Holdings Corp............      4,125
                                                    --------
                                                     136,810
                                                    --------
Consumer Services (1.1%):
    140     McGraw-Hill Co., Inc. (b)............     10,360
                                                    --------
Energy (10.0%):
    160     Amoco Corp...........................     13,620
    100     Atlantic Richfield Co................      8,013
    150     Dresser Industries, Inc. (b).........      6,291
    321     Exxon Corp...........................     19,666
    130     Halliburton Co.......................      6,752
    220     Mobil Corp...........................     15,881
    350     Royal Dutch Petroleum Co.............     18,966
     50     USX-Marathon Group...................      1,688
                                                    --------
                                                      90,877
                                                    --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                   COMMON STOCKS, CONTINUED:
Financial Services (17.9%):
    130     Allstate Corp........................   $ 11,814
    231     American Express Co..................     20,613
     19     Bank of New York Co., Inc............      1,087
    257     BankAmerica Corp.....................     18,761
     73     Chase Manhattan Corp.................      7,997
     50     Citicorp.............................      6,322
     13     Comerica, Inc........................      1,143
    216     Federal National Mortgage Assoc......     12,326
    120     First Tennessee National Corp. (b)...      8,010
     50     First Union Corp.....................      2,563
    120     J.P. Morgan & Co., Inc...............     13,545
    181     Lincoln National Corp................     14,141
     10     Marsh & Mclennan Co..................        753
    116     National City Corp...................      7,627
     65     Norwest Corp.........................      2,511
     42     Regions Financial Corp...............      1,772
    200     Reliastar Financial Corp.............      8,238
     41     Southtrust Corp......................      2,601
      6     SunAmerica, Inc......................        774
     95     TransAmerica Corp....................     10,118
     80     U.S. Bancorp.........................      8,955
                                                    --------
                                                     161,671
                                                    --------
Health Care (12.0%):
     45     Abbott Labs..........................      2,950
    205     American Home Products Co............     15,683
    276     Baxter International, Inc............     13,921
    241     Bristol Myers Squibb Co..............     22,765
    118     Merck & Co., Inc.....................     12,484
    135     Pfizer, Inc..........................     10,066
    244     Schering Plough Corp.................     15,159
    125     Warner Lambert Co....................     15,500
                                                    --------
                                                     108,528
                                                    --------
Multi-Industry (0.7%):
     80     Minnesota Mining & Manufacturing
              Co.................................      6,565
Raw Materials (4.5%):
    169     Dow Chemical Co......................     17,129
    140     Du Pont (EI) de Nemours & Co.........      8,409
    160     Nalco Chemical Co....................      6,330
     83     Olin Corp. (b).......................      3,891
    220     Pall Corp. (b).......................      4,551
                                                    --------
                                                      40,310
                                                    --------
Retail (3.0%):
    178     Albertsons, Inc. (b).................      8,433
    173     May Department Stores Co.............      9,117
    185     Wal-Mart Stores, Inc.................      7,296
     80     Walgreen Co..........................      2,510
                                                    --------
                                                      27,356
                                                    --------
</TABLE>
 
Continued
 
                                       11

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Income Equity Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                   COMMON STOCKS, CONTINUED:
Shelter (2.0%):
     85     Kimberly Clark Corp..................   $  4,192
    275     Sonoco Products Co...................      9,539
     85     Weyerhaeuser Co......................      4,170
                                                    --------
                                                      17,901
                                                    --------
Technology (5.6%):
    113     AMP, Inc. (b)........................      4,746
    100     Boeing Co............................      4,894
    127     Hewlett Packard Co...................      7,938
     96     International Business Machines......     10,038
     60     Lockheed Martin Corp. (b)............      5,910
     60     United Technologies Corp.............      4,369
    175     Xerox Corp. (b)......................     12,916
                                                    --------
                                                      50,811
                                                    --------
Transportation (0.6%):
     50     Norfolk Southern Corp................      1,541
     60     Union Pacific Corp...................      3,746
                                                    --------
                                                       5,287
                                                    --------
Utilities (9.0%):
    181     AT&T Corp............................     11,078
    190     BellSouth Corp.......................     10,699
    147     Central & South West Corp. (b).......      3,978
     20     El Paso Natural Gas Co...............      1,330
    160     Entergy Corp.........................      4,790
    240     GTE Corp.............................     12,540
    120     Ku Energy Corp.......................      4,710
     33     New Century Energies, Inc............      1,596
     50     Northern States Power Co.............      2,931
    130     Questar Corp.........................      5,801
    230     SBC Communications, Inc..............     16,849
     90     Sprint Corp..........................      5,276
                                                    --------
                                                      81,578
                                                    --------
  Total Common Stocks                                823,012
                                                    --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
CONVERTIBLE BONDS (4.1%):
 $7,725     Alza Corp., 5.00%, 5/1/06............   $  8,053
  2,500     Athena Neurosciences, 4.75%,
              11/15/04, Callable 11/15/00 @
              102.7..............................      2,547
  6,500     Hilton Hotels Corp., 5.00%,
              5/15/06............................      7,150
    725     Home Depot, Inc., 3.25%, 10/1/01,
              Callable 10/1/99 @ 100.81..........        982
  6,000     Masco Corp., 5.25%, 2/15/12..........      7,215
  5,500     Medical Care International, 6.75%,
              10/1/06............................      5,321
  6,000     Pep Boys-Manny, Moe & Jack, 4.00%,
              9/1/99.............................      5,903
                                                    --------
  Total Convertible Bonds                             37,171
                                                    --------
PREFERRED STOCKS (2.6%):
    140     Corning Delaware.....................      8,627
    110     Crown Cork & Seal Co.................      5,170
    110     Cyprus Amax Minerals Co..............      5,253
     55     Microsoft Corp.......................      4,943
                                                    --------
  Total Preferred Stocks                              23,993
                                                    --------
REPURCHASE AGREEMENTS (2.5%):
 22,722     Prudential Securities, 6.80%, 1/2/98
              (Collateralized by $19,334 U.S.
              Treasury Bonds, 7.50%, 11/15/24,
              market value $23,177)..............     22,722
                                                    --------
  Total Repurchase Agreements                         22,722
                                                    --------
Total (Cost $499,296) (a)                           $906,898
                                                    ========
</TABLE>
 
- ------------
Percentages indicated are based on net assets of $905,702.
 
(a) Represents cost for financial reporting purposes and differs from value by
    net unrealized appreciation of securities as follows (amounts in thousands):
 
<TABLE>
                   <S>                                                           <C>
                   Unrealized appreciation.....................................  $410,325
                   Unrealized depreciation.....................................    (2,723)
                                                                                 --------
                   Net unrealized appreciation.................................  $407,602
                                                                                 ========
</TABLE>
 
(b) A portion of this security was loaned as of December 31, 1997.
 
See notes to financial statements.
 
                                       12

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                   COMMERCIAL PAPER (1.7%):
                      Financial Services (1.7%):
 $3,000     CXC, Inc., 5.82%, 3/19/98...........   $  2,964
  3,000     Ford Motor Co., 5.78%, 3/19/98......      2,964
  2,275     General Electric, 5.78%, 3/19/98....      2,248
  8,095     Merrill Lynch, 5.67%, 3/19/98.......      7,996
                                                   --------
                          Total Commercial Paper     16,172
                                                   --------
                          COMMON STOCKS (97.9%):
           Business Equipment & Services (1.9%):
     37     Automatic Data Processing, Inc......      2,254
     26     Browning-Ferris Industries, Inc.....        973
     11     Canadian Moore Corp., Ltd...........        166
     10     Ceridian Corp. (b)..................        438
     21     Cognizant Corp......................        935
      9     Computer Sciences Corp. (b).........        777
     11     Deluxe Corp.........................        365
     21     Dun & Bradstreet Corp...............        656
      8     Ecolab, Inc.........................        451
     19     Equifax, Inc........................        663
     56     First Data Corp.....................      1,632
     13     H & R Block.........................        567
     16     Ikon Office Solutions (c)...........        450
     15     Interpublic Group Co., Inc..........        762
      3     John H. Harland Co..................         70
     38     Laidlaw, Inc........................        515
      6     National Service Industries, Inc....        309
     19     Omnicom Group, Inc..................        814
     19     Pitney Bowes, Inc...................      1,670
     19     R.R. Donnelley & Sons Co. (c).......        710
     10     Ryder Systems, Inc..................        328
      7     Safety-Kleen Corp...................        202
     31     Service Corp. International.........      1,153
     57     WMX Technologies, Inc...............      1,554
                                                   --------
                                                     18,414
                                                   --------
                           Capital Goods (5.7%):
      3     Aeroquip-Vickers, Inc...............        150
     11     Black & Decker Corp.................        422
      9     Case Corp...........................        538
     48     Caterpillar, Inc....................      2,318
      5     Cincinnati Milacron, Inc............        126
     15     Cooper Industries, Inc..............        732
      5     Crane Co............................        237
      5     Cummins Engine, Inc. (c)............        300
     32     Deere & Co..........................      1,843
     28     Dover Corp..........................      1,006
     56     Emerson Electric Co.................      3,136
     11     Fluor Corp..........................        396
      5     Foster Wheeler Corp.................        131
    407     General Electric Co.................     29,896
      6     General Signal Corp.................        272
      7     Grainger W.W., Inc..................        664
      6     Harnischfeger Industries, Inc.......        220
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
COMMON STOCKS, CONTINUED:
                       Capital Goods, continued:
     16     Honeywell, Inc......................   $  1,082
     30     Illinois Tool Works.................      1,792
     20     Ingersoll Rand Co...................        794
     10     Johnson Controls, Inc...............        491
      1     Nacco Industries, Inc...............         84
     10     Navistar International Corp. (b)....        239
      6     Owens-Corning Fiberglass Corp.......        220
      9     Paccar, Inc.........................        493
     14     Parker-Hannifin Corp................        644
     23     PPG Industries, Inc.................      1,298
     22     Sherwin-Williams Co.................        604
      8     Snap-On, Inc........................        352
     11     Stanley Works.......................        518
     19     Thermo Electron Corp. (b)(c)........        823
      7     Timken Co...........................        239
     66     Tyco International, Ltd.............      2,966
                                                   --------
                                                     55,026
                                                   --------
                        Consumer Durable (2.3%):
     19     Autozone, Inc. (b)(c)...............        548
      2     Briggs & Stratton Corp..............        115
     84     Chrysler Corp.......................      2,960
     10     Cooper Tire & Rubber Co.............        256
     12     Dana Corp...........................        588
     10     Eaton Corp..........................        876
      8     Echlin, Inc.........................        287
    148     Ford Motor Co.......................      7,189
     91     General Motors Corp.................      5,509
     23     Genuine Parts Co....................        770
     19     Goodyear Tire & Rubber Co...........      1,211
     14     ITT Industries, Inc.................        453
     13     Maytag Corp.........................        472
      0     Meritore Automotive, Inc. (d).......          0
     10     Whirlpool Corp......................        523
                                                   --------
                                                     21,757
                                                   --------
                   Consumer Non-Durable (11.9%):
      6     Alberto Culver Co., Class B.........        207
     10     American Greetings Corp., Class A...        372
     62     Anheuser Busch Co., Inc.............      2,707
     72     Archer-Daniels-Midland Co...........      1,567
     17     Avon Products, Inc..................      1,037
      3     Ball Corp...........................        111
      7     Bemis Co............................        305
      9     Brown-Forman Corp., Class B.........        486
     58     Campbell Soup Co....................      3,384
     13     Clorox Co...........................      1,048
    309     Coca Cola Co........................     20,559
     36     Colgate Palmolive Co................      2,677
     60     ConAgra, Inc........................      1,958
      5     Coors Adolph Co., Class B...........        154
</TABLE>
 
Continued
 
                                       13

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
COMMON STOCKS, CONTINUED:
                Consumer Non-Durable, continued:
     18     CPC International...................   $  1,950
     16     Crown Cork & Seal Co. (c)...........        780
     42     Eastman Kodak Co....................      2,542
      5     Fleming Co., Inc....................         63
     23     Fort James Corp.....................        898
     22     Fortune Brands Inc..................        806
     10     Fruit of The Loom, Inc., Class A
              (b)...............................        249
     20     General Mills, Inc..................      1,423
     69     Gillette Co. (c)....................      6,960
     46     H.J. Heinz Co.......................      2,328
     19     Hershey Foods Corp..................      1,186
     14     International Flavors & Fragrances,
              Inc...............................        702
      5     Jostens, Inc........................        116
     52     Kellogg Co. (c).....................      2,566
     10     Liz Claiborne, Inc..................        401
     20     Newell Co...........................        851
     36     Nike, Inc., Class B (c).............      1,409
    192     PepsiCo, Inc........................      7,007
    303     Philip Morris Co., Inc..............     13,709
      8     Pioneer Hi-Bred International,
              Inc...............................        879
      6     Polaroid Corp.......................        292
    168     Proctor & Gamble Co.................     13,447
     17     Quaker Oats Co......................        876
     13     Ralston Purina Group................      1,212
      7     Reebok International Ltd. (b).......        209
     19     Rubbermaid, Inc.....................        482
      5     Russell Corp........................        129
     60     Sara Lee, Corp......................      3,383
     46     Seagram Co., Ltd. (c)...............      1,502
      2     Springs Industries, Inc., Class A...         91
      9     Supervalu, Inc......................        369
     22     Sysco Corp..........................      1,023
      8     Tupperware Corp.....................        223
     79     Unilever N V........................      4,944
     24     UST, Inc............................        902
     17     V.F. Corp...........................        759
     14     Wrigley (Wm.) Junior Co.............      1,148
                                                   --------
                                                    114,388
                                                   --------
                       Consumer Services (4.2%):
     12     Brunswick Corp......................        366
     88     CBS Corp............................      2,584
     96     Cendant Corp. (b)(c)................      3,312
     12     Clear Channel Communications (b)....        961
     41     Comcast Corp., Class A..............      1,305
     12     Dow Jones & Co., Inc................        645
     35     Gannett, Inc........................      2,166
     12     Harrah's Entertainment, Inc. (b)....        236
     16     Hasbro, Inc.........................        508
     31     Hilton Hotels Corp..................        922
     14     ITT Corp. (b).......................      1,189
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
COMMON STOCKS, CONTINUED:
                   Consumer Services, continued:
      5     King World Productions, Inc. (b)....   $    263
     12     Knight-Ridder, Inc..................        632
     16     Marriott International, Inc.........      1,091
     34     Mattel, Inc.........................      1,283
     13     McGraw-Hill Co., Inc................        937
      6     Meredith Corp.......................        226
     22     Mirage Resorts, Inc. (b)............        496
     12     New York Times Co., Class A.........        807
     63     Tele-Communications, Inc., Class A
              (b)...............................      1,749
     71     Time Warner, Inc....................      4,381
     13     Times Mirror Co., Class A (c).......        795
     16     Tribune Co..........................      1,016
     59     U.S. West, Inc. (b).................      2,651
     45     Viacom, Inc., Class B (b)...........      1,848
     84     Walt Disney Co......................      8,346
                                                   --------
                                                     40,715
                                                   --------
                                  Energy (8.3%):
     11     Amerada Hess Corp. (c)..............        625
     61     Amoco Corp..........................      5,227
      7     Anadarko Petroleum Corp.............        443
     11     Apache Corp.........................        393
      8     Ashland, Inc........................        441
     40     Atlantic Richfield Co...............      3,224
     20     Baker Hughes, Inc...................        892
     22     Burlington Northern.................        970
     81     Chevron Corp. (c)...................      6,216
     22     Dresser Industries, Inc.............        919
    308     Exxon Corp..........................     18,866
     31     Halliburton Co......................      1,621
      2     Helmerich & Payne, Inc..............        161
      7     Kerr McGee Corp.....................        426
      7     McDermott International, Inc........        265
     98     Mobil Corp..........................      7,066
     40     Occidental Petroleums Corp. (c).....      1,172
     12     Oryx Energy Co. (b).................        316
      6     Pennzoil Co.........................        404
     33     Phillips Petroleum Co...............      1,587
     11     Rowan Cos., Inc. (b)................        327
    266     Royal Dutch Petroleum Co............     14,415
     62     Schlumberger Ltd. (c)...............      4,954
      9     Sun, Inc............................        389
     22     Tenneco, Inc........................        862
     65     Texaco, Inc.........................      3,550
     31     Union Pacific Resources Group,
              Inc...............................        750
     31     Unocal Corp.........................      1,187
     36     USX-Marathon Group..................      1,212
      7     Western Atlas, Inc. (b).............        533
                                                   --------
                                                     79,413
                                                   --------
</TABLE>
 
Continued
 
                                       14

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
COMMON STOCKS, CONTINUED:
                     Financial Services (16.7%):
     54     Allstate Corp.......................   $  4,918
     59     American Express Co.................      5,257
     30     American General Corp. (c)..........      1,623
     88     American International Group, Inc.
              (c)...............................      9,569
     20     Aon Corp............................      1,161
     72     Banc One Corp. (c)..................      3,887
     47     Bank of New York Co., Inc...........      2,729
     88     BankAmerica Corp....................      6,428
     18     Bankboston Corp.....................      1,726
     12     Bankers Trust New York Corp.........      1,359
     26     Barnett Banks, Inc..................      1,842
     17     BB&T Corp...........................      1,076
      7     Beneficial Corp.....................        575
     33     Charles Schwab Corp.................      1,373
     53     Chase Manhattan Corp................      5,767
     22     Chubb Corp..........................      1,639
     10     Cigna Corp..........................      1,644
      6     Cincinnati Financial Corp...........        816
     57     Citicorp............................      7,212
     14     Comerica, Inc.......................      1,236
     22     Conseco, Inc........................      1,018
     26     Corestates Financial Corp...........      2,062
     13     Country Wide Credit.................        549
     88     Federal Home Loan Mortgage Corp.....      3,695
    132     Federal National Mortgage Assoc.....      7,535
     20     Fifth Third Bancorp.................      1,615
     37     First Chicago NBD Corp..............      3,064
     70     First Union Corp....................      3,584
     32     Fleet Financial Group, Inc..........      2,397
     10     General Re Corp.....................      2,138
      8     Golden West Financial Corp..........        755
     17     Green Tree Financial Corp. (c)......        445
     12     H.F. Ahmanson & Co..................        813
     14     Hartford Financial Services Group...      1,342
     13     Household International, Inc. (c)...      1,695
     24     Huntington Bancshares (c)...........        857
     23     J.P. Morgan & Co., Inc. (c).........      2,578
      9     Jefferson Pilot Corp................        715
     27     KeyCorp.............................      1,912
     13     Lincoln National Corp...............        999
     20     Marsh & McLennan Co.................      1,521
     11     MBIA, Inc...........................        702
     62     MBNA Corp...........................      1,701
     31     Mellon Bank Corp....................      1,891
     41     Merrill Lynch & Co..................      3,007
     15     MGIC Investment Corp................        991
     73     Morgan Stanley Dean Witter
              Discover..........................      4,322
     28     National City Corp..................      1,808
     88     NationsBank Corp....................      5,378
     92     Norwest Corp........................      3,546
     38     PNC Bank Corp.......................      2,176
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
COMMON STOCKS, CONTINUED:
                  Financial Services, continued:
      9     Progressive Corp., Ohio.............   $  1,031
     12     Providian Financial.................        533
      7     Republic N Y Corp...................        788
     15     SAFECO Corp.........................        752
     11     St. Paul Co., Inc...................        880
     20     State Street Corp...................      1,164
     23     Sunamerica, Inc. (c)................        973
     27     SunTrust Banks, Inc.................      1,903
     21     Synovus Financial Corp. (c).........        671
     18     Torchmark Corp......................        765
      8     TransAmerica Corp...................        873
    141     Travelers Group, Inc................      7,615
     31     U.S. Bancorp........................      3,471
     19     UNUM Corp...........................      1,028
     14     USF & G Corp. (c)...................        312
     21     Wachovia Corp.......................      1,704
     31     Washington Mutual, Inc..............      1,980
     11     Wells Fargo & Co. (c)...............      3,820
                                                   --------
                                                    158,911
                                                   --------
                            Health Care (11.2%):
     97     Abbott Labs.........................      6,345
     18     Aetna (c)...........................      1,299
      8     Allergan, Inc.......................        275
     11     Alza Corp. (b)......................        338
     80     American Home Products Co...........      6,139
     33     Amgen, Inc. (b).....................      1,786
      7     Bard C.R., Inc......................        223
      7     Bausch & Lomb, Inc..................        294
     34     Baxter International, Inc...........      1,725
     16     Becton Dickinson & Co. (c)..........        809
     14     Biomet, Inc.........................        368
     24     Boston Scientific Corp. (b)(c)......      1,106
    124     Bristol Myers Squibb Co.............     11,753
     14     Cardinal Health, Inc. (c)...........      1,014
     83     Columbia/HCA Healthcare Corp. (c)...      2,449
    138     Eli Lilly & Co......................      9,632
     18     Guidant Corp........................      1,121
     25     HBO & Co............................      1,176
     43     Healthsouth Corp. (b)(c)............      1,196
     20     Humana, Inc. (b)....................        419
    165     Johnson & Johnson...................     10,894
     10     Mallinckrodt Group, Inc.............        365
      8     Manor Care, Inc.....................        283
     60     Medtronic, Inc......................      3,113
    150     Merck & Co., Inc....................     15,933
      6     Millipore Corp......................        200
    160     Pfizer, Inc.........................     11,928
     63     Pharmacia & Upjohn, Inc.............      2,307
     91     Schering Plough Corp................      5,662
      2     Shared Medical Systems Corp. (c)....        148
</TABLE>
 
Continued
 
                                       15

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
COMMON STOCKS, CONTINUED:
                         Health Care, continued:
     11     St. Jude Medical Center, Inc.
              (b)(c)............................   $    326
     36     Tenet Healthcare Corp. (b)..........      1,186
      8     U.S. Surgical, Corp.................        232
     23     United Healthcare Corp..............      1,132
     34     Warner Lambert Co...................      4,182
                                                   --------
                                                    107,358
                                                   --------
                          Multi-Industry (1.3%):
     70     Allied Signal, Inc..................      2,724
     29     Corning, Inc. (c)...................      1,063
      4     FMC Corp. (b).......................        293
      9     Harcourt General, Inc...............        517
     15     Loews Corp..........................      1,549
     52     Minnesota Mining & Manufacturing
              Co................................      4,276
     20     Textron, Inc........................      1,280
     16     TRW, Inc............................        850
     13     Whittman Corp.......................        332
                                                   --------
                                                     12,884
                                                   --------
                           Raw Materials (3.3%):
     14     Air Products & Chemical, Inc........      1,148
     28     Alcan Aluminum Ltd..................        769
     22     Allegheny Teledyne, Inc.............        561
     22     Aluminum Co. of America (c).........      1,525
     13     Armco, Inc. (b).....................         63
      5     ASARCO, Inc.........................        122
     14     Avery Dennison Corp.................        623
      7     B. F. Goodrich Co. (c)..............        275
     45     Barrick Gold Corp...................        831
     28     Battle Mountain Gold Co.............        165
     14     Bethlehem Steel Corp. (b)...........        116
     12     Cyprus Amax Minerals Co.............        185
     29     Dow Chemical Co.....................      2,941
    140     Du Pont (EI) de Nemours & Co........      8,436
     10     Eastman Chemical Co.................        610
     16     Echo Bay Mines Ltd. (b)(c)..........         38
     18     Engelhard Corp......................        312
     25     Freeport-McMoran Copper & Gold,
              Class B...........................        394
      8     Great Lakes Chemical Corp...........        363
     13     Hercules, Inc.......................        660
     18     Homestake Mining Co. (c)............        156
     21     Inco Ltd............................        351
      6     Inland Steel Industries, Inc........        105
     73     Monsanto Co.........................      3,063
     18     Morton International, Inc...........        622
      9     Nalco Chemical Co...................        344
     19     Newmont Mining Corp.................        565
     11     Nucor Corp. (c).....................        529
     15     Pall Corp...........................        302
      8     Phelps Dodge Corp...................        499
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
COMMON STOCKS, CONTINUED:
                       Raw Materials, continued:
     30     Placer Dome, Inc....................   $    376
     19     Praxair, Inc........................        852
      8     Reynolds Metals Co..................        493
      8     Rohm & Haas Co......................        766
     13     Sigma-Aldrich Corp..................        505
     17     Union Carbide Corp..................        718
     11     USX-U.S. Steel Group, Inc...........        328
      9     W.R. Grace & Co.....................        723
     11     Worthington Industries, Inc.........        187
                                                   --------
                                                     31,621
                                                   --------
                                  Retail (5.1%):
     31     Albertsons, Inc.....................      1,479
     36     American Stores Co..................        735
     13     Charming Shoppes (b)................         59
     12     Circuit City Stores, Inc. (c).......        426
     25     Costco Companies, Inc. (b)(c).......      1,107
     21     CVS Corp............................      1,323
     20     Darden Restaurants, Inc.............        250
     27     Dayton Hudson Corp..................      1,816
     14     Dillard Department Stores, Inc.,
              Class A...........................        491
     26     Federated Department Stores, Inc.
              (b)(c)............................      1,098
     51     Gap, Inc............................      1,790
      8     Giant Food Inc., Class A............        253
      5     Great Atlantic & Pacific Tea,
              Inc...............................        141
     91     Home Depot, Inc.....................      5,345
     31     J.C. Penney, Inc....................      1,893
     58     K Mart, Inc. (b)(c).................        670
     31     Kroger Co. (b)......................      1,129
     34     Limited, Inc........................        861
      4     Longs Drug Stores, Inc..............        117
     21     Lowe's Co...........................      1,010
     29     May Department Stores Co............      1,536
     87     McDonald's Corp.....................      4,136
      4     Mercantile Stores Co., Inc..........        264
     10     Nordstrom, Inc......................        633
      8     Pep Boys-Manny, Moe & Jack..........        189
     15     Rite Aid Corp.......................        856
     49     Sears Roebuck & Co..................      2,196
     16     Tandy Corp..........................        600
     19     TJX Co., Inc. (c)...................        660
     35     Toys R Us, Inc. (b).................      1,099
     19     Tricon Global Restaurants (b).......        559
    281     Wal-Mart Stores, Inc. (c)...........     11,102
     62     Walgreen Co.........................      1,936
     16     Wendy's International, Inc. (c).....        381
     19     Winn Dixie Stores, Inc. (c).........        816
     16     Woolworth Corp. (b).................        334
                                                   --------
                                                     49,290
                                                   --------
</TABLE>
 
Continued
 
                                       16

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
COMMON STOCKS, CONTINUED:
                                 Shelter (1.4%):
      5     Armstrong World Industries, Inc.....   $    348
      6     Boise Cascade Corp..................        196
      3     Centex Corp. (c)....................        202
     12     Champion International Co...........        524
      4     Fleetwood Enterprises, Inc..........        176
     11     Georgia Pacific Corp................        686
     11     Georgia Pacific Timber Corp. (b)....        261
     37     International Paper Co..............      1,608
      5     Kaufman & Broad Home Corp...........        107
     70     Kimberly Clark Corp.................      3,436
     13     Louisiana Pacific Corp. (c).........        252
     20     Masco Corp..........................      1,012
     14     Mead Corp...........................        401
     16     Owens-Illinois, Inc. (b)............        599
      3     Potlatch Corp.......................        131
      3     Pulte Corp..........................        112
     12     Stone Container Corp. (b)...........        122
      7     Temple Inland, Inc..................        386
      9     Union Camp Corp.....................        476
     13     Westvaco Corp.......................        394
     25     Weyerhaeuser Co.....................      1,223
     15     Williamette Industries, Inc.........        473
                                                   --------
                                                     13,125
                                                   --------
                             Technology (13.4%):
     42     3Com Corp. (b)......................      1,450
      9     Adobe Systems, Inc..................        363
     17     Advanced Micro Devices, Inc. (b)....        303
     27     AMP, Inc............................      1,118
     11     Andrew Corp. (b)....................        270
     15     Apple Computer, Inc. (b)(c).........        199
     44     Applied Materials, Inc. (b).........      1,322
      6     Auto Desk, Inc......................        231
     24     Bay Networks, Inc. (b)..............        606
    125     Boeing Co...........................      6,095
     19     Cabletron Systems, Inc. (b).........        284
    125     Cisco Systems, Inc. (b).............      6,960
     94     Compaq Computer Corp. (b)...........      5,314
     68     Computer Associates International,
              Inc...............................      3,602
      4     Data General Corp. (b)(c)...........         76
     42     Dell Computer Corp. (b).............      3,494
     19     Digital Equipment Corp. (b).........        695
     14     DSC Communications Corp. (b)........        339
      7     EG&G, Inc...........................        140
     61     EMC Corp. (b).......................      1,679
      8     General Dynamics Corp...............        699
     10     Harris Corp.........................        436
    129     Hewlett Packard Co..................      8,077
    204     Intel Corp..........................     14,301
    122     International Business Machines
              (c)...............................     12,779
     10     KLA-Tencor Corp. (b)................        394
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
COMMON STOCKS, CONTINUED:
                          Technology, continued:
     24     Lockheed Martin Corp. (c)...........   $  2,364
     16     LSI Logic Corp. (b).................        318
     80     Lucent Technologies, Inc............      6,378
     26     Micron Technology, Inc. (b)(c)......        668
    149     Microsoft Corp. (b).................     19,258
     73     Motorola, Inc.......................      4,180
     16     National Semiconductor Corp.
              (b)(c)............................        422
     16     Nextlevel Systems, Inc. (b).........        277
     33     Northern Telecom, Ltd...............      2,906
      8     Northrop Grumman Corp...............        940
     45     Novell, Inc. (b)....................        336
    122     Oracle Corp. (b)....................      2,722
     16     Parametric Technology Corp. (b).....        749
      6     Perkin-Elmer Corp...................        395
     11     Raychem Corp........................        474
      6     Raytheon Co., Class A...............        292
     30     Raytheon Co., Class B...............      1,528
     27     Rockwell International Corp.........      1,414
     10     Scientific-Atlanta, Inc.............        164
     31     Seagate Technology, Inc. (b)........        597
     21     Silicon Graphics, Inc. (b)..........        260
     46     Sun Microsystems, Inc. (b)..........      1,846
      6     Tektronix, Inc......................        234
     22     Tellabs, Inc. (b)...................      1,163
     47     Texas Instruments, Inc..............      2,114
      6     Thomas & Betts Corp.................        304
     21     Unisys, Corp. (b)...................        293
     30     United Technologies Corp............      2,188
     40     Xerox Corp..........................      2,976
                                                   --------
                                                    128,986
                                                   --------
                          Transportation (1.2%):
     11     AMR Corp. (b).......................      1,439
     19     Burlington Northern Santa Fe
              Corp..............................      1,766
      5     Caliber Systems, Inc................        236
     26     CSX Corp............................      1,410
      9     Delta Air Lines, Inc................      1,074
     15     Federal Express Corp. (b)(c)........        895
     48     Norfolk Southern Corp...............      1,471
     27     Southwest Airlines Co...............        666
     30     Union Pacific Corp..................      1,900
     10     US Air Group (b)....................        615
                                                   --------
                                                     11,472
                                                   --------
                              Utilities (10.0%):
     62     Airtouch Communications, Inc. (b)...      2,574
     24     Alltel Corp.........................        977
     23     American Electric Power, Inc........      1,210
     69     Ameritech Corp......................      5,543
    201     AT&T Corp. (c)......................     12,302
     18     Baltimore Gas & Electric Co.........        621
     97     Bell Atlantic Corp..................      8,819
</TABLE>
 
Continued
 
                                       17

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
COMMON STOCKS, CONTINUED:
                           Utilities, continued:
    123     BellSouth Corp......................   $  6,935
     19     Carolina Power & Light Co...........        822
     26     Central & South West Corp...........        710
     19     Cinergy Corp........................        739
     13     Coastal Corp........................        784
      7     Columbia Gas System, Inc............        560
     29     Consolidated Edison Co. of New York,
              Inc...............................      1,201
     11     Consolidated Natural Gas Co.........        695
     18     Detroit Edison Co...................        628
     22     Dominion Resources, Inc. of
              Virginia..........................        923
     44     Duke Power Co., Inc.................      2,452
      2     Eastern Enterprises.................         80
     51     Edison International................      1,381
     38     Enron Corp..........................      1,580
     29     Entergy Corp........................        860
     19     First Energy Corp. (b)..............        562
     23     Florida Power & Light Group, Inc....      1,366
     20     Frontier Corp.......................        486
     15     General Public Utilities Corp.......        611
    120     GTE Corp............................      6,254
     35     Houston Industries..................        922
     86     MCI Communications Corp.............      3,673
     18     Niagara Mohawk Power Corp. (b)......        187
      7     NICOR, Inc..........................        287
      9     Northern States Power Co............        508
      3     Oneok, Inc..........................        118
     11     Pacific Enterprises.................        402
     36     Pacificorp..........................        982
     28     Peco Energy Corp....................        672
      4     Peoples Energy Corp.................        156
     53     PG & E Corp.........................      1,607
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
  COMMON STOCKS, CONTINUED:
                           Utilities, continued:
     20     PP&L Resources, Inc.................   $    476
     30     Public Service Enterprise Group.....        957
    114     SBC Communications, Inc.............      8,386
     11     Sonat, Inc..........................        498
     83     Southern Co.........................      2,156
     54     Sprint Corp.........................      3,148
     30     Texas Utilities.....................      1,236
     77     U.S. West Media Group (c)...........      2,228
     27     Unicom Corp.........................        818
     13     Union Electric Co...................        541
     39     Williams Cos., Inc. (c).............      1,117
    111     WorldCom, Inc. (b)(c)...............      3,361
                                                   --------
                                                     96,111
                                                   --------
                             Total Common Stocks    939,471
                                                   --------
                          U.S. TREASURY OBLIGATIONS (0.2%):
                     U.S. Treasury Bills (0.2%):
 $  255     01/2/98 (d).........................        255
  1,035     1/22/98 (d).........................      1,032
    275     2/5/98 (d)..........................        274
                                                   --------
                 Total U.S. Treasury Obligations      1,561
                                                   --------
                              REPURCHASE AGREEMENTS (1.7%):
 16,318     Prudential Securities, 6.80%, 1/2/98
              (Collateralized by $15,058 various
              U.S. Treasury Securities,
              0.00%-7.88%, 8/15/00 - 11/15/04,
              market value $16,644).............     16,318
                                                   --------
                     Total Repurchase Agreements     16,318
                                                   --------
                       Total (Cost $687,752) (a)   $973,522
                                                   ========
</TABLE>
 
- ------------
 
Percentages indicated are based on net assets of $959,246.
(a) Represents cost for financial reporting purposes and differs from value by
    net unrealized appreciation of securities as follows (amounts in thousands):
 
<TABLE>
                   <S>                                                           <C>
                   Unrealized appreciation.....................................  $303,402
                   Unrealized depreciation.....................................   (17,344)
                                                                                 --------
                   Net unrealized appreciation.................................  $286,058
                                                                                 ========
</TABLE>
 
(b) Non-income producing securities.
(c) A portion of this security was loaned as of December 31, 1997.
(d) Serves as collateral for futures contracts.
 
At December 31, 1997, the Portfolio's open futures contracts were as follows:
 
<TABLE>
<CAPTION>
                                                                    CURRENT
 NUMBER                                             OPENING         MARKET
   OF                                              POSITIONS         VALUE
CONTRACTS              CONTRACT TYPE                 (000)           (000)
- ---------              -------------               ---------        -------
<C>          <S>                                   <C>              <C>
   73        Long S&P 500 March 1998 Futures        $17,581         $17,869
</TABLE>
 
See notes to financial statements.
 
                                       18
<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Value Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                   COMMERCIAL PAPER (3.2%):
                      Financial Services (3.2%):
 $18,590    Merrill Lynch, 5.81%, 3/19/98.......   $ 18,366
                                                   --------
                          Total Commercial Paper     18,366
                                                   --------
                                     COMMON STOCKS (95.0%):
Business Equipment & Services (0.8%):
      38    Jacobs Engineering Group, Inc.
              (b)...............................        957
     103    Service Corp. International.........      3,793
                                                   --------
                                                      4,750
                                                   --------
                           Capital Goods (6.7%):
      59    Cooper Industries, Inc..............      2,896
      74    Emerson Electric Co.................      4,199
     204    General Electric Co.................     14,940
      53    Harsco Corp.........................      2,268
      33    Hubbell, Inc., Class B..............      1,622
      66    Mark IV Industries, Inc.............      1,439
      30    Precision Castparts.................      1,785
     101    Teleflex, Inc.......................      3,794
     136    Tyco International..................      6,147
                                                   --------
                                                     39,090
                                                   --------
                        Consumer Durable (1.8%):
     102    Autozone, Inc. (b)(c)...............      2,949
     131    Chrysler Corp.......................      4,603
      57    Lear Corp. (b)......................      2,722
                                                   --------
                                                     10,274
                                                   --------
                    Consumer Non-Durable (9.7%):
     161    Archer-Daniels-Midland Co...........      3,487
     113    Coca Cola Co........................      7,495
     103    Conagra, Inc........................      3,376
      32    Estee Lauder Cos., Class A..........      1,656
     100    Intimate Brands, Inc. (c)...........      2,416
      76    McCormick & Co., Inc................      2,117
      96    Newell Cos., Inc....................      4,067
     187    PepsiCo, Inc........................      6,803
     247    Philip Morris Co., Inc..............     11,197
      40    Proctor & Gamble Co. (c)............      3,224
      70    Quaker Oats Co......................      3,666
      60    Revlon, Inc. (b)....................      2,112
     117    RJR Nabisco Holdings Corp...........      4,388
                                                   --------
                                                     56,004
                                                   --------
                       Consumer Services (5.1%):
      52    Belo (A.H.) Corp., Series A.........      2,896
     112    Cendant Corp. (b)(c)................      3,847
      96    Hasbro, Inc.........................      3,027
     120    Hilton Hotels Corp..................      3,573
      53    MGM Grand, Inc. (b)(c)..............      1,926
      92    Tele-Communications, Inc. (b).......      2,561
      79    Time Warner, Inc. (c)...............      4,904
      82    Viacom, Inc. (b)....................      3,414
      34    Walt Disney Co......................      3,398
                                                   --------
                                                     29,546
                                                   --------
                                  Energy (8.0%):
      48    Ashland, Inc........................      2,598
      58    Atlantic Richfield Co...............      4,623
      43    Devon Energy Corp...................      1,663
      40    Dresser Industries, Inc.............      1,694
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                  COMMON STOCKS, CONTINUED:
Energy, continued:
     201    Exxon Corp..........................   $ 12,288
      85    Mobil Corp..........................      6,143
     131    Royal Dutch Petroleum Co............      7,120
     106    Tosco Corp. (c).....................      4,012
     107    USX-Marathon Group..................      3,618
      56    Weatherford Enterra, Inc. (b).......      2,428
                                                   --------
                                                     46,187
                                                   --------
                     Financial Services (16.8%):
      28    Allstate Corp.......................      2,499
      30    American Express Co.................      2,642
      46    American International Group,
              Inc...............................      5,046
      49    Charter One Financial, Inc..........      3,081
      49    Chase Manhattan Corp................      5,333
      21    Cigna Corp..........................      3,600
      57    Equitable Co., Inc..................      2,831
     117    Federal National Mortgage Assoc.....      6,671
      35    First American Bank Corp............      2,707
     123    First Union Corp. (c)...............      6,288
      81    Fleet Financial Group, Inc..........      6,040
      45    Hartford Financial Services Group...      4,164
      85    Morgan Stanley Dean Witter
              Discover..........................      5,032
     110    NationsBank Corp. (c)...............      6,689
      83    PNC Bank Corp.......................      4,736
      53    Provident Co., Inc..................      2,051
      65    Regions Financial Corp..............      2,755
      71    Southtrust Corp.....................      4,510
      51    State Street Corp...................      2,973
      35    TransAmerica Corp...................      3,706
     128    Travelers Group, Inc. (c)...........      6,873
      40    Washington Mutual, Inc..............      2,572
      15    Wells Fargo & Co....................      4,956
                                                   --------
                                                     97,755
                                                   --------
                            Health Care (10.5%):
      92    Abbott Labs.........................      6,058
      68    American Home Products Corp.........      5,194
      49    Amgen, Inc. (b).....................      2,630
      66    Baxter International, Inc...........      3,334
      96    Bristol Myers Squibb Co.............      9,085
      30    Cardinal Health, Inc. (c)...........      2,284
     121    Eli Lilly & Co......................      8,432
      55    Guidant Corp........................      3,411
      81    Healthsouth Corp. (b)...............      2,253
      35    Johnson & Johnson...................      2,332
      69    Medpartners, Inc. (b)(c)............      1,551
      48    Merck & Co., Inc....................      5,068
      32    Pfizer, Inc.........................      2,393
      76    Tenet Healthcare Corp. (b)..........      2,501
      37    Warner-Lambert Co...................      4,526
                                                   --------
                                                     61,052
                                                   --------
                           Raw Materials (4.2%):
      48    Betzdearborn, Inc...................      2,943
      75    Crompton & Knowles Corp.............      1,982
      74    Du Pont (EI) de Nemours & Co........      4,469
      89    Ferro Corp..........................      2,167
     103    Morton International, Inc...........      3,527
      67    Nalco Chemical Co...................      2,667
</TABLE>
 
Continued
 
                                       19

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Value Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                  COMMON STOCKS, CONTINUED:
Raw Materials, continued:
      64    Olin Corp...........................   $  3,009
      73    Praxair, Inc........................      3,303
                                                   --------
                                                     24,067
                                                   --------
                                  Retail (5.8%):
     136    CompUSA, Inc. (b)...................      4,204
      71    Dayton Hudson Corp..................      4,799
      85    Gymboree Corp. (b)..................      2,330
     147    Just For Feet, Inc. (b).............      1,924
     123    Kroger Co. (b)......................      4,536
     188    Officemax, Inc. (b).................      2,680
      50    Outback Steakhouse, Inc. (b)(c).....      1,443
      94    Toys R Us, Inc. (b).................      2,961
      18    Tricon Global Restaurants...........        516
     210    Wal-Mart Stores, Inc................      8,290
                                                   --------
                                                     33,683
                                                   --------
                                 Shelter (2.4%):
     132    Kaufman & Broad Home Corp...........      2,960
      81    Kimberly Clark Corp.................      4,014
      58    Leggett & Platt, Inc................      2,412
      48    Masco Corp. (c).....................      2,442
      64    Pentair, Inc........................      2,314
                                                   --------
                                                     14,142
                                                   --------
                             Technology (14.0%):
      29    Altera Corp. (b)(c).................        944
      90    Analog Devices, Inc. (b)(c).........      2,489
      49    BMC Software, Inc. (b)..............      3,189
      62    Boeing Co...........................      3,049
     112    Cadence Design Systems, Inc.
              (b)(c)............................      2,742
     121    Cisco Systems, Inc. (b).............      6,749
     107    Compaq Computer Corp. (b)(c)........      6,028
      71    Dell Computer Corp. (b).............      5,939
      24    General Motors Corp., Class H.......        875
      64    Hewlett Packard Co..................      3,988
     142    Intel Corp..........................      9,947
      89    International Business Machines.....      9,285
      32    Lockheed Martin Corp................      3,113
      42    Lucent Technologies, Inc............      3,331
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                  COMMON STOCKS, CONTINUED:
Technology, continued:
     103    Microsoft Corp. (b).................   $ 13,298
      81    Orbital Sciences Corp. (b)(c).......      2,410
      13    Raytheon Co., Class A...............        657
      91    Teradyne, Inc. (b)..................      2,896
                                                   --------
                                                     80,929
                                                   --------
                               Utilities (9.2%):
      74    AES Corp. (b).......................      3,450
      52    Century Telephone Enterprises.......      2,585
      59    Florida Power & Light, Inc..........      3,516
      99    General Public Utilities Corp.......      4,162
     123    GTE Corp............................      6,416
     139    LCI International, Inc. (b)(c)......      4,271
      51    MCN Corp............................      2,055
      30    National Fuel Gas Co................      1,451
     113    New York State Electric & Gas.......      4,008
     104    SBC Communications, Inc.............      7,605
     100    Sprint Corp.........................      5,874
      85    Texas Utilities.....................      3,516
     138    Worldcom, Inc. (b)(c)...............      4,171
                                                   --------
                                                     53,080
                                                   --------
  Total Common Stocks                               550,559
                                                   --------
                      U.S. TREASURY OBLIGATIONS:
                                U.S. Treasury Bills (0.1%):
 $   110    1/22/98 (d).........................        110
     685    2/19/98 (d).........................        680
      55    3/12/98 (d).........................         54
                                                   --------
  Total U.S. Treasury Obligations:                      844
                                                   --------
                              REPURCHASE AGREEMENTS (1.7%):
  10,034    Prudential Securities, 6.80%, 1/2/98
              (Collateralized by $10,250 U.S.
              Treasury Notes, 5.63%, 12/31/99,
              market value $10,235).............     10,034
                                                   --------
  Total Repurchase Agreements                        10,034
                                                   --------
Total (Cost $480,627) (a)                          $579,803
                                                   ========
</TABLE>
 
- ------------
 
Percentages indicated are based on net assets of $579,555.
(a) Represents cost for financial reporting purposes and differs from value by
    net unrealized appreciation of securities as follows (amounts in thousands):
 
<TABLE>
                   <S>                                                           <C>
                   Unrealized appreciation.....................................  $105,908
                   Unrealized depreciation.....................................    (6,609)
                                                                                 --------
                   Net unrealized appreciation.................................  $ 99,299
                                                                                 ========
</TABLE>
 
(b) Non-income producing securities.
(c) A portion of this security was loaned as of December 31, 1997.
(d) Serves as collateral for futures contracts.
 
At December 31, 1997, the Portfolio's open futures contracts were as follows:
 
<TABLE>
<CAPTION>
                                                                    CURRENT
 NUMBER                                             OPENING         MARKET
   OF                                              POSITIONS         VALUE
CONTRACTS              CONTRACT TYPE                 (000)           (000)
- ---------              -------------               ---------        -------
<C>          <S>                                   <C>              <C>
   80        Long S&P 500 March 1998 Futures        $19,459         $19,582
</TABLE>
 
See notes to financial statements.
 
                                       20

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Large Company Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                     COMMON STOCKS (93.0%):
           Business Equipment & Services (0.6%):
    111     Browning-Ferris Industries, Inc.
              (c)...............................   $  4,110
                                                   --------
                           Capital Goods (3.8%):
     75     Case Corp...........................      4,533
     90     Cooper Industries, Inc..............      4,410
     60     Emerson Electric Co.................      3,386
    100     Harsco Corp.........................      4,313
    113     Ingersoll Rand Co...................      4,555
    100     Sherwin-Williams Co.................      2,775
    100     Trinity Industries, Inc.............      4,463
                                                   --------
                                                     28,435
                                                   --------
                        Consumer Durable (2.7%):
    150     Autozone, Inc. (b)(c)...............      4,350
    250     Chrysler Corp.......................      8,796
    100     General Motors Corp.................      6,063
     30     Meritor Automotive, Inc. (b)........        632
                                                   --------
                                                     19,841
                                                   --------
                    Consumer Non-Durable (4.8%):
    200     American Greetings Corp., Class A...      7,825
    205     Archer-Daniels-Midland Co...........      4,446
    397     RJR Nabisco Holdings Corp...........     14,902
    200     Supervalu, Inc......................      8,375
                                                   --------
                                                     35,548
                                                   --------
                       Consumer Services (2.7%):
    200     CBS Corp............................      5,888
    100     Hasbro, Inc.........................      3,150
    100     Hilton Hotels Corp..................      2,975
    195     Viacom, Inc., Class A (b)...........      7,970
                                                   --------
                                                     19,983
                                                   --------
                                 Energy (17.0%):
    100     Amoco Corp..........................      8,513
    100     Ashland, Inc........................      5,369
    150     Atlantic Richfield Co...............     12,019
     50     Chevron Corp. (c)...................      3,850
    100     Dresser Industries, Inc.............      4,194
    500     Exxon Corp..........................     30,593
     86     Mobil Corp..........................      6,237
    456     Royal Dutch Petroleum Co. (c).......     24,710
    100     Tenneco, Inc........................      3,950
    150     Texaco, Inc.........................      8,156
    100     Unocal Corp.........................      3,881
    440     USX-Marathon Group..................     14,850
                                                   --------
                                                    126,322
                                                   --------
                     Financial Services (24.8%):
    170     Allstate Corp.......................     15,449
     90     Chase Manhattan Corp................      9,855
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                  COMMON STOCKS, CONTINUED:
                  Financial Services, continued:
     63     Cigna Corp..........................   $ 10,816
    150     Federal National Mortgage Assoc.
              (c)...............................      8,559
    230     First Union Corp. (c)...............     11,788
    130     Fleet Financial Group, Inc..........      9,742
    130     Hartford Financial Services Group...     12,163
    104     KeyCorp.............................      7,343
    110     Lincoln National Corp...............      8,594
    100     Mellon Bank Corp....................      6,063
    166     Morgan Stanley Dean Witter
              Discover..........................      9,785
    300     NationsBank Corp. (c)...............     18,244
    150     PNC Bank Corp.......................      8,559
    100     Southtrust Corp.....................      6,344
    100     State Street Corp...................      5,819
     50     SunTrust Banks, Inc.................      3,569
     40     TransAmerica Corp...................      4,260
    375     Travelers Group, Inc. (c)...........     20,202
     20     Wells Fargo & Co....................      6,789
                                                   --------
                                                    183,943
                                                   --------
                             Health Care (2.2%):
     65     Aetna (c)...........................      4,587
    100     Baxter International, Inc...........      5,043
    100     Biomet, Inc.........................      2,563
    100     St. Jude Medical Center, Inc.
              (b)(c)............................      3,050
     25     United Healthcare Corp..............      1,242
                                                   --------
                                                     16,485
                                                   --------
                          Multi-Industry (1.1%):
    120     Allied Signal, Inc..................      4,672
     30     Loews Corp..........................      3,184
                                                   --------
                                                      7,856
                                                   --------
                           Raw Materials (3.2%):
     81     Alumax, Inc. (b)....................      2,754
     40     Aluminum Co. of America (c).........      2,815
     50     B. F. Goodrich Co. (c)..............      2,072
     51     Dow Chemical Co.....................      5,177
    150     Nalco Chemical Co. (c)..............      5,934
     50     Olin Corp. (c)......................      2,344
     50     Praxair, Inc........................      2,250
                                                   --------
                                                     23,346
                                                   --------
                                  Retail (2.9%):
    100     American Stores Co..................      2,056
    100     Dillard Department Stores, Inc.,
              Class A...........................      3,525
    145     McDonald's Corp.....................      6,924
    100     Sears Roebuck & Co..................      4,525
    150     Toys R Us, Inc. (b).................      4,716
                                                   --------
                                                     21,746
                                                   --------
</TABLE>
 
Continued
 
                                       21

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Large Company Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                  COMMON STOCKS, CONTINUED:
                                 Shelter (2.5%):
    100     International Paper Co..............   $  4,313
    150     Masco Corp..........................      7,631
    127     Weyerhaeuser Co.....................      6,231
                                                   --------
                                                     18,175
                                                   --------
                             Technology (12.1%):
     40     Applied Materials, Inc. (b).........      1,205
    184     Boeing Co...........................      9,000
    335     International Business Machines.....     35,007
    200     Litton Industries, Inc. (b).........     11,500
     70     Lockheed Martin Corp. (c)...........      6,895
    140     Motorola, Inc.......................      7,989
    100     National Semiconductor Corp.
              (b)(c)............................      2,594
      6     Raytheon Co., Class A...............        314
     40     Rockwell International Corp.........      2,090
    200     Texas Instruments, Inc..............      9,000
     50     United Technologies Corp............      3,641
                                                   --------
                                                     89,235
                                                   --------
                          Transportation (0.4%):
     30     Burlington Northern Santa Fe
              Corp..............................      2,788
                                                   --------
                              Utilities (12.2%):
    185     Baltimore Gas & Electric Co.........      6,312
    200     BellSouth Corp......................     11,260
    150     Cinergy Corp........................      5,747
    140     Edison International................      3,806
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                  COMMON STOCKS, CONTINUED:
                           Utilities, continued:
     31     El Paso Natural Gas.................   $  2,041
     89     Enron Corp..........................      3,699
     50     Entergy Corp........................      1,497
    100     Florida Power & Light Group, Inc.
              (c)...............................      5,919
    100     General Public Utilities Corp.......      4,213
     82     GTE Corp............................      4,285
    200     MCI Communications Corp.............      8,563
    150     Public Service Enterprises, Inc.....      4,753
    112     SBC Communications, Inc.............      8,204
     87     Southern Co.........................      2,251
    150     Sprint Corp.........................      8,794
    100     Texas Utilities Corp................      4,156
    150     Worldcom, Inc. (b)(c)...............      4,538
                                                   --------
                                                     90,038
                                                   --------
                             Total Common Stocks    687,851
                                                   --------
                              REPURCHASE AGREEMENTS (8.3%):
$61,507     Prudential Securities, 6.80%, 1/2/98
              (Collateralized by $78,102 various
              U.S. Government Securities,
              0.00%-6.50%, 11/15/00-2/1/35,
              market value $63,231).............     61,507
                                                   --------
  Total Repurchase Agreements                        61,507
                                                   --------
                       Total (Cost $600,783) (a)   $749,358
                                                   ========
</TABLE>
 
- ------------
 
Percentages indicated are based on net assets of $739,597.
 
(a) Represents cost for financial reporting purposes and differs from value by
    net unrealized appreciation of securities as follows (amounts in thousands):
 
<TABLE>
                   <S>                                                           <C>
                   Unrealized appreciation.....................................  $152,336
                   Unrealized depreciation.....................................    (3,773)
                                                                                 --------
                   Net unrealized appreciation.................................  $148,563
                                                                                 ========
</TABLE>
 
(b) Non-income producing securities.
 
(c) A portion of this security was loaned as of December 31, 1997.
 
See notes to financial statements.
 
                                       22

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Disciplined Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                     COMMON STOCKS (97.5%):
                                           Banking (22.1%):
     105    Charter One Financial, Inc..........   $  6,631
     139    Crestar Financial Corp..............      7,923
      77    First American Bank Corp............      5,950
     180    First Security Corp.................      7,538
     111    First Tennessee National Corp.
              (c)...............................      7,376
      79    First Virginia Banks, Inc...........      4,078
     205    Firstar Corp........................      8,700
     180    Hibernia Corp., Class A.............      3,386
      12    ING Groep N.V.--ADR (c).............        520
     169    Marshall & Ilsley Corp..............     10,499
      45    MBNA Corp...........................      1,229
     195    Mercantile Bancorporation...........     11,993
     138    Mercantile Bankshares Corp..........      5,380
     196    Old Kent Financial Corp.............      7,767
      34    PNC Bank Corp.......................      1,940
     278    Provident Co., Inc..................     10,738
     168    Regions Financial Corp..............      7,088
     183    Southtrust Corp.....................     11,603
      34    State Street Corp...................      1,978
     269    Summit Bancorp......................     14,299
      59    Union Planters Corp. (c)............      4,008
      25    Washington Mutual, Inc..............      1,595
                                                   --------
                                                    142,219
                                                   --------
           Business Equipment & Services (1.6%):
      60    Jacobs Engineering Group, Inc.
              (b)...............................      1,523
     126    Office Depot, Inc. (b)..............      3,016
     192    Olsten Corp.........................      2,880
      63    Stewart Enterprises Corp............      2,937
                                                   --------
                                                     10,356
                                                   --------
                                      Capital Goods (5.2%):
      55    Flowserve Corp......................      1,527
     128    Harsco Corp.........................      5,511
      35    Hubbell, Inc., Series B.............      1,726
     153    Mark IV Industries, Inc.............      3,336
     143    Molex, Inc..........................      4,588
      87    Southdown, Inc......................      5,133
      84    Teleflex, Inc.......................      3,179
     116    Trinity Industries..................      5,177
     111    United State Filter Corp. (b)(c)....      3,323
                                                   --------
                                                     33,500
                                                   --------
                                   Consumer Durable (0.8%):
      67    Arvin Industries, Inc...............      2,242
      55    Lear Corp. (b)......................      2,612
                                                   --------
                                                      4,854
                                                   --------
                    Consumer Non-Durable (5.1%):
      52    Dean Foods Co.......................      3,094
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                  COMMON STOCKS, CONTINUED:
                Consumer Non-Durable, continued:
     125    First Brands Corp...................   $  3,367
      82    Hormel Foods Corp...................      2,686
     102    IBP, Inc............................      2,136
      95    Intimate Brands, Inc. (c)...........      2,286
      98    McCormick & Co., Inc................      2,744
      73    Newell Co...........................      3,103
      67    Payless Shoesource, Inc. (b)........      4,497
     345    Tyson Foods, Inc., Class A (c)......      7,071
      46    Universal Corp......................      1,892
                                                   --------
                                                     32,876
                                                   --------
                       Consumer Services (4.5%):
     130    Belo (A.H.) Corp., Series A.........      7,300
     100    Cendant Corp. (b)(c)................      3,438
      70    Circus Circus Entertainment
              (b)(c)............................      1,435
      65    Hasbro, Inc.........................      2,048
     107    International Game Technologies.....      2,702
     143    MGM Grand, Inc. (b)(c)..............      5,157
      15    Washington Post Co..................      7,298
                                                   --------
                                                     29,378
                                                   --------
                                             Energy (4.8%):
      36    Ashland, Inc........................      1,933
      29    BJ Services Co. (b)(c)..............      2,086
     113    Mapco, Inc..........................      5,236
      43    Murphy Oil Corp.....................      2,330
      42    Pioneer Natural Resources Co........      1,214
      53    Tosco Corp..........................      2,004
      84    Transocean Offshore, Inc. (c).......      4,048
     172    Ultramar Diamond Shamrock Corp......      5,482
      73    Valero Energy Corp..................      2,305
      98    Weatherford Enterra, Inc. (b).......      4,288
                                                   --------
                                                     30,926
                                                   --------
                                 Financial Services (6.6%):
     177    A.G. Edwards, Inc...................      7,036
     155    Bear Stearns Co., Inc. (c)..........      7,363
      60    Gatx Corp...........................      4,354
     227    Paine Webber Group, Inc.............      7,828
     117    PMI Group, Inc. (c).................      8,459
      84    Reliance Group Holdings, Inc........      1,187
      33    Reliastar Financial Corp............      1,359
      65    The Money Store, Inc. (c)...........      1,365
      50    Transatlantic Holdings, Inc.........      3,604
                                                   --------
                                                     42,555
                                                   --------
                                        Health Care (5.2%):
      87    Allegiance Corp.....................      3,065
      82    Apria Healthcare Group, Inc. (b)....      1,102
      21    ATLI Ultrasound, Inc. (b)...........        966
      47    Bergen Brunswig Corp................      1,980
</TABLE>
 
Continued
 
                                       23

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Disciplined Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                  COMMON STOCKS, CONTINUED:
                         Health Care, continued:
      22    Cardinal Health, Inc. (c)...........   $  1,653
       5    Genzyme Corp. (b)...................         33
     160    Genzyme Corp. (b)(c)................      4,440
      40    HBO & Co............................      1,920
      79    McKesson Corp.......................      8,550
      80    Medpartners, Inc. (b)(c)............      1,790
     233    Mylan Laboratories (c)..............      4,872
      66    St. Jude Medical, Inc. (b)..........      2,013
      46    Watson Pharmaceuticals, Inc. (b)....      1,492
                                                   --------
                                                     33,876
                                                   --------
                           Raw Materials (5.5%):
      91    Alumax, Inc. (b)....................      3,094
      43    B. F. Goodrich Co. (c)..............      1,782
     109    Cabot Corp..........................      3,011
      96    Crompton & Knowles Corp. (c)........      2,544
     174    Ferro Corp..........................      4,219
      23    Fuller (H. B.) Co...................      1,114
      98    Hanna (M.A.) Co.....................      2,481
      76    Ispat International NV (c)..........      1,644
     102    Olin Corp. (c)......................      4,779
      75    Schulman, Inc.......................      1,872
      54    Sigma-Aldrich Corp..................      2,147
      19    Vulcan Materials Co.................      1,981
      99    Wellman, Inc........................      1,931
      72    Witco Corp..........................      2,939
                                                   --------
                                                     35,538
                                                   --------
                                             Retail (4.5%):
      62    Best Buy, Inc. (b)..................      2,286
      60    CompUSA, Inc. (b)...................      1,860
     132    Cracker Barrel......................      4,406
      73    Fingerhut Companies, Inc............      1,560
      81    Fred Meyer, Inc. (b)(c).............      2,961
      66    Hannaford Brothers Co...............      2,863
      70    Just For Feet, Inc. (b).............        919
     320    Officemax, Inc. (b).................      4,560
      96    Outback Steakhouse, Inc. (b)(c).....      2,760
      33    Sbarro, Inc.........................        863
      50    Toys R Us, Inc. (b).................      1,572
     138    U S Office Products Co. (b)(c)......      2,708
                                                   --------
                                                     29,318
                                                   --------
                                            Shelter (2.6%):
      59    Bowater, Inc........................      2,622
     207    Clayton Homes, Inc..................      3,726
      85    Kaufman & Broad Home Corp...........      1,907
      45    Leggett & Platt, Inc................      1,884
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                  COMMON STOCKS, CONTINUED:
                             Shelter, continued:
     105    Pentair, Inc........................   $  3,774
      69    Rayonier, Inc.......................      2,928
                                                   --------
                                                     16,841
                                                   --------
                                         Technology (5.6%):
      68    American Power Conversion (b).......      1,607
     163    Arrow Electronics, Inc. (b).........      5,294
      87    ATMEL Corp. (b).....................      1,615
      36    Avnet, Inc..........................      2,343
     310    Cypress Semiconductor Corp. (b).....      2,635
      19    Dell Computer Corp. (b).............      1,596
      60    EMC Corp. (b).......................      1,646
      71    NCR Corp. (b)(c)....................      1,975
     100    Orbital Sciences Corp. (b)..........      2,989
     117    Storage Technology Corp. (b)(c).....      7,245
      17    Stratus Computer, Inc. (b)..........        624
      67    Teradyne, Inc. (b)..................      2,144
      54    Thiokol Corp........................      4,388
                                                   --------
                                                     36,101
                                                   --------
                                     Transportation (1.9%):
      17    ASA Holdings, Inc...................        483
      24    Burlington Northern Santa Fe
              Corp..............................      2,231
     137    CNF Transportation, Inc.............      5,257
      93    Kansas City Southern Industries.....      2,953
      57    Yellow Corp. (b)(c).................      1,432
                                                   --------
                                                     12,356
                                                   --------
                                         Utilities (21.5%):
     102    AES Corp. (b).......................      4,756
      73    AGL Resources.......................      1,500
     307    Allegheny Energy, Inc...............      9,978
      70    American Water Works, Inc. (c)......      1,912
     170    Century Telephone Enterprises.......      8,468
     102    Cinergy Corp........................      3,908
     253    CMS Energy Corp.....................     11,148
      60    Edison International................      1,642
     113    El Paso Natural Gas Co..............      7,515
      23    Florida Power & Light Group, Inc....      1,361
      53    Florida Progress Corp...............      2,080
      85    General Public Utilities Corp.......      3,581
     207    L G & E Energy Corp. (c)............      5,118
     148    LCI International, Inc. (b)(c)......      4,551
     139    MCN Energy Group, Inc. (c)..........      5,612
     200    Montana Power Co....................      6,356
     101    National Fuel Gas Co................      4,917
     236    New Century Energies, Inc...........     11,290
      55    New England Electric Systems........      2,351
     201    New York State Electric & Gas
              Corp..............................      7,136
</TABLE>
 
Continued
 
                                       24

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Disciplined Value Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                  COMMON STOCKS, CONTINUED:
                           Utilities, continued:
     176    Nextel Communications, Inc.,
              Class A (b).......................   $  4,563
     103    Nipsco Industries, Inc..............      5,092
     199    Pinnacle West Capital Corp..........      8,416
      66    Potomiac Electric Power Co..........      1,704
      74    Questar Corp........................      3,302
      84    Scana Corp..........................      2,515
     296    Teco Energy, Inc....................      8,325
                                                   --------
                                                    139,097
                                                   --------
                             Total Common Stocks    629,791
                                                   --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                              REPURCHASE AGREEMENTS (2.4%):
 $15,355    Prudential Securities, 6.80%, 1/2/98
              (collateralized by $15,028 U.S.
              Treasury Notes, 6.25%, 1/31/02,
              market value $15,663).............   $ 15,355
                                                   --------
                     Total Repurchase Agreements     15,355
                                                   --------
                       Total (Cost $495,970) (a)   $645,146
                                                   ========
</TABLE>
 
- ------------
 
Percentages indicated are based on net assets of $645,995.
 
(a) Represents cost for financial reporting purposes and differs from value by
    net unrealized appreciation of securities as follows (amounts in thousands):
 
<TABLE>
                   <S>                                                           <C>
                   Unrealized appreciation.....................................  $156,070
                   Unrealized depreciation.....................................    (6,894)
                                                                                 --------
                   Net unrealized appreciation.................................  $149,176
                                                                                 ========
</TABLE>
 
(b) Non-income producing securities.
 
(c) A portion of this security was loaned as of December 31, 1997.
 
See notes to financial statements.
 
                                       25

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Large Company Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   ----------------------------------  ----------
<C>         <S>                                 <C>
                                   COMMON STOCKS (100.6%):
                     Business Equipment & Services (0.3%):
      50    Automatic Data Processing, Inc....  $    3,068
      40    Interpublic Group Co., Inc........       1,993
                                                ----------
                                                     5,061
                                                ----------
                         Capital Goods (6.6%):
      25    Emerson Electric Co...............       1,424
   1,152    General Electric Co...............      84,564
      20    Honeywell, Inc....................       1,370
      38    Molex, Inc........................       1,078
     350    Tyco International, Ltd...........      15,772
                                                ----------
                                                   104,208
                                                ----------
                 Consumer Non-Durable (19.3%):
     220    Anheuser Busch Co., Inc...........       9,680
      40    Avon Products, Inc................       2,455
     175    Campbell Soup Co..................      10,172
     807    Coca Cola Co......................      53,777
     120    Colgate Palmolive Co..............       8,820
     381    Conagra, Inc......................      12,502
      45    CPC International.................       4,849
     222    Gillette Co. (c)..................      22,297
      80    H.J. Heinz Co.....................       4,065
      50    Hershey Foods Corp................       3,097
     120    Kellogg Co. (c)...................       5,955
     130    Newell Co.........................       5,525
      75    Nike, Inc., Class B (c)...........       2,944
     671    PepsiCo, Inc......................      24,449
   1,340    Philip Morris Co., Inc............      60,717
      20    Pioneer Hi-Bred International,
              Inc.............................       2,145
     588    Proctor & Gamble Co...............      46,905
      75    Quaker Oats Co....................       3,956
     190    Sara Lee, Corp....................      10,699
     200    Unilever N V (c)..................      12,488
                                                ----------
                                                   307,497
                                                ----------
                     Consumer Services (4.0%):
     270    Cendant Corp. (b)(c)..............       9,281
      70    Comcast Corp., Class A............       2,209
     200    Gannett, Inc......................      12,363
     280    Hilton Hotels Corp................       8,330
     175    Mattel, Inc. (c)..................       6,519
     450    Tele-Communications, Inc. (b).....      12,572
     165    Time Warner, Inc. (c).............      10,230
      14    Walt Disney Co....................       1,396
                                                ----------
                                                    62,900
                                                ----------
                                Energy (2.2%):
      24    Exxon Corp........................       1,497
     100    Halliburton Co....................       5,194
      23    Mobil Corp........................       1,644
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   ----------------------------------  ----------
<C>         <S>                                 <C>
                                 COMMON STOCKS, CONTINUED:
                            Energy, continued:
      46    Noble Drilling Corp. (b)(c).......  $    1,413
      27    Royal Dutch Petroleum.............       1,478
     215    Schlumberger Ltd. (c).............      17,307
     100    Union Pacific Resources Group,
              Inc.............................       2,425
     105    Unocal Corp.......................       4,075
                                                ----------
                                                    35,033
                                                ----------
                               Financial Services (11.4%):
     210    American Express Co. (c)..........      18,743
     313    American International Group,
              Inc.............................      34,088
      27    BankAmerica Corp..................       1,940
      90    Charles Schwab Corp...............       3,774
     210    Chase Manhattan Corp..............      22,995
      10    Chubb Corp........................         783
     464    Federal National Mortgage
              Assoc...........................      26,490
     253    First Union Corp..................      12,941
      17    J.P. Morgan & Co., Inc............       1,952
      50    Marsh & McLennan Co...............       3,728
      28    MBIA, Inc.........................       1,885
     180    MBNA Corp. (c)....................       4,916
      10    MGIC Investment Group.............         665
     222    Morgan Stanley Dean Witter
              Discover........................      13,096
      14    Nationsbank Corp..................         837
       9    Northern Trust Corp...............         636
      22    Price T Rowe and Assoc............       1,384
      69    State Street Corp.................       4,009
      90    SunAmerica, Inc...................       3,848
      54    Travelers Group, Inc..............       2,888
     118    U.S. Bancorp......................      13,203
     100    Washington Mutual, Inc............       6,381
                                                ----------
                                                   181,182
                                                ----------
                                      Health Care (20.9%):
     220    Abbott Labs.......................      14,424
     305    American Home Products Co.........      23,294
     120    Amgen, Inc. (b)...................       6,495
     150    Baxter International, Inc.........       7,566
      75    Bergen Brunswig Corp..............       3,159
     140    Boston Scientific Corp. (b)(c)....       6,423
     470    Bristol Myers Squibb Co...........      44,474
      30    Cardinal Health, Inc. (c).........       2,254
      64    Elan Corp., PLC (b)(c)............       3,270
     550    Eli Lilly & Co....................      38,294
      70    Guidant Corp......................       4,358
     340    Healthsouth Corp. (b)(c)..........       9,435
     499    Johnson & Johnson.................      32,897
     270    Medtronic, Inc....................      14,124
     420    Merck & Co., Inc. (c).............      44,651
     560    Pfizer, Inc.......................      41,790
</TABLE>
 
Continued
 
                                       26

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Large Company Growth Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   ----------------------------------  ----------
<C>         <S>                                 <C>
                                 COMMON STOCKS, CONTINUED:
                                   Health Care, continued:
     238    Schering Plough Corp..............  $   14,764
     175    Warner Lambert Co.................      21,700
                                                ----------
                                                   333,372
                                                ----------
                                    Multi-Industry (0.5%):
      99    Minnesota Mining & Manufacturing
              Co..............................       8,124
                                     Raw Materials (2.8%):
      28    Air Products & Chemical, Inc......       2,303
     438    Du Pont (EI) de Nemours & Co......      26,306
     245    Monsanto Co.......................      10,274
     119    Praxair, Inc......................       5,341
                                                ----------
                                                    44,224
                                                ----------
                                            Retail (7.1%):
     135    Dayton Hudson Corp................       9,113
     165    Gap, Inc. (c).....................       5,847
     362    Home Depot, Inc...................      21,297
     616    Just For Feet, Inc. (b)...........       8,085
     175    Kroger Co. (b)....................       6,464
     145    McDonald's Corp...................       6,924
     181    TJX Cos., Inc. (c)................       6,215
       5    Tricon Global Restaurants (b).....         148
   1,085    Wal-Mart Stores, Inc..............      42,789
     180    Walgreen Co.......................       5,648
                                                ----------
                                                   112,530
                                                ----------
                                           Shelter (1.1%):
     334    Kimberly Clark Corp. (c)..........      16,464
      28    Sealed Air Corp. (b)(c)...........       1,717
                                                ----------
                                                    18,181
                                                ----------
                                       Technology (18.4%):
      42    3Com Corp. (b)....................       1,470
     140    Applied Materials, Inc. (b).......       4,218
      44    Boeing Co.........................       2,174
     527    Cisco Systems, Inc. (b)(c)........      29,398
     195    Compaq Computer Corp. (b).........      11,005
     259    Computer Associates International,
              Inc.............................      13,668
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   ----------------------------------  ----------
<C>         <S>                                 <C>
                                 COMMON STOCKS, CONTINUED:
                                    Technology, continued:
     528    Dell Computer Corp. (b)...........  $   44,344
     300    EMC Corp. (b).....................       8,231
      25    Hewlett Packard Co................       1,577
     693    Intel Corp........................      48,684
      14    KLA-Tencor Corp. (b)..............         541
      15    Linear Technology Corp............         871
     250    Lucent Technologies, Inc. (c).....      19,969
      19    Micron Technology, Inc. (b)(c)....         493
     540    Microsoft Corp. (b)...............      69,795
     119    Northern Telecom, Ltd.............      10,591
     100    Oracle Corp. (b)..................       2,231
     110    Tellabs, Inc. (b).................       5,816
     190    Texas Instruments, Inc............       8,550
      50    United Technologies Corp..........       3,641
      80    Xerox Corp........................       5,905
                                                ----------
                                                   293,172
                                                ----------
                             Utilities (6.0%):
      28    AES Corp. (b).....................       1,326
     100    Airtouch Communications, Inc.
              (b).............................       4,156
     250    Ameritech Corp....................      20,125
     246    Bell Atlantic Corp................      22,422
     370    GTE Corp..........................      19,333
     390    SBC Communications, Inc...........      28,568
                                                ----------
                                                    95,930
                                                ----------
  Total Common Stocks                            1,601,414
                                                ----------
                             REPURCHASE AGREEMENTS (1.1%):
 $16,845    Prudential Securities, 6.80%,
              1/2/98 (Collateralized by
              $19,947 U.S. Treasury STRIPS,
              0.00%, 8/15/00, market value
              $17,182)........................      16,845
                                                ----------
  Total Repurchase Agreements                       16,845
                                                ----------
Total (Cost $1,124,533) (a)                     $1,618,259
                                                ==========
</TABLE>
 
- ------------
 
Percentages indicated are based on net assets of $1,590,769.
 
(a) Represents cost for financial reporting purposes and differs from value by
    net unrealized appreciation of securities as follows (amounts in thousands):
 
<TABLE>
                   <S>                                                           <C>
                   Unrealized appreciation.....................................  $509,368
                   Unrealized depreciation.....................................   (15,642)
                                                                                 --------
                   Net unrealized appreciation.................................  $493,726
                                                                                 ========
</TABLE>
 
(b) Non-income producing securities.
 
(c) A portion of this security was loaned as of December 31, 1997.
 
See notes to financial statements.
 
                                       27

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Growth Opportunities Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                          COMMON STOCKS (94.9%):
          Business Equipment & Services (13.6%):
     166    America Online, Inc. (b)(c).........   $ 14,796
     170    Cintas Corp.........................      6,646
      62    Corrections Corporation of America
              (b)(c)............................      2,298
     101    Fiserv, Inc. (b)(c).................      4,971
      96    Herman Miller, Inc..................      5,211
     143    Manpower, Inc.......................      5,055
     283    Omnicom Group, Inc..................     11,984
     255    Paychex, Inc. (c)...................     12,918
      67    Pittston Co.........................      2,681
     214    Reynolds & Reynolds Co..............      3,940
     392    Staples, Inc. (b)(c)................     10,875
     147    Sterling Commerce, Inc. (b).........      5,667
      19    Stewart Enterprises, Inc............        891
     255    Sungard Data Systems, Inc. (b)(c)...      7,896
     402    U.S.A. Waste Services, Inc.
              (b)(c)............................     15,789
      76    Viad Corp...........................      1,475
      19    Viking Office Products (b)..........        412
      81    Wallace Computer Services...........      3,153
                                                   --------
                                                    116,658
                                                   --------
                           Capital Goods (3.3%):
      70    Catellus Development Corp. (b)......      1,400
     108    Diebold, Inc........................      5,446
       6    Dover Corp..........................        223
      95    Fastenal Co. (c)....................      3,618
      76    Federal Signal Corp.................      1,648
      97    Hubbell, Inc., Class B..............      4,803
      57    Precision Castparts Co..............      3,450
     129    Sundstrand Corp.....................      6,478
      41    United States Filter Corp. (b)(c)...      1,230
                                                   --------
                                                     28,296
                                                   --------
                        Consumer Durable (2.1%):
     111    Danaher Corp. (c)...................      6,998
      58    Federal Mogul Corp. (c).............      2,341
     283    Harley-Davidson, Inc. (c)...........      7,758
      22    OEA, Inc............................        624
                                                   --------
                                                     17,721
                                                   --------
                    Consumer Non-Durable (8.4%):
      52    Beringer Wine Estates, Series B
              (b)(c)............................      1,957
     690    Coca-Cola Enterprises (c)...........     24,523
     143    Dial Corp...........................      2,966
      94    Dole Food, Inc. (c).................      4,310
     194    Flowers Industries, Inc.............      3,993
     129    General Nutrition Cos. (b)..........      4,389
     449    Interstate Bakeries Co. (c).........     16,763
     133    Jones Apparel Group, Inc. (b).......      5,708
      41    Lancaster Colony Corp...............      2,328
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                  COMMON STOCKS, CONTINUED:
                Consumer Non-Durable, continued:
      28    Nautica Enterprises, Inc. (b).......   $    651
      14    Tommy Hilfiger Corp. (b)............        492
      95    Unifi, Inc..........................      3,878
                                                   --------
                                                     71,958
                                                   --------
                       Consumer Services (1.7%):
     165    Callaway Golf Co. (c)...............      4,711
     255    International Game Technologies.....      6,446
      45    Promus Hotel Corp. (b)..............      1,873
      38    TCA Cable TV, Inc...................      1,748
                                                   --------
                                                     14,778
                                                   --------
                                  Energy (7.2%):
     252    Ensco International, Inc. (c).......      8,435
     317    Global Marine, Inc. (b).............      7,774
       1    Houston Exploration Co. (b).........         11
     385    Intelect Communications, Inc.
              (b)(c)............................      1,971
     292    Nabors Industries, Inc. (b)(c)......      9,188
     232    Noble Drilling Corp. (b)(c).........      7,102
       8    Phillips Petroleum Co...............        389
     121    Smith International, Inc. (b)(c)....      7,445
     104    Tidewater, Inc......................      5,739
     278    Tosco Corp. (c).....................     10,527
     116    Varco International, Inc. (b).......      2,491
      15    Weatherford Enterra, Inc. (b).......        670
                                                   --------
                                                     61,742
                                                   --------
                     Financial Services (13.5%):
     274    AFLAC, Inc..........................     13,990
      20    Associated Bancorp..................      1,103
     152    Capital One Financial Corp..........      8,247
      86    Charter One Financial, Inc..........      5,415
      82    City National Corp..................      3,029
      73    ESG Re Ltd..........................      1,704
      39    First America Bank Corp.............      2,985
      97    First Security Corp.................      4,058
      10    First Tennessee National Corp.......        668
      24    Firstar Corp........................      1,023
     258    Franklin Resources, Inc.............     22,443
      16    Green Tree Financial Corp. (c)......        406
      20    Marshall & Ilsley Corp..............      1,243
      38    Mercantile Bancorporation...........      2,306
      27    MGIC Investment Corp................      1,765
     262    Northern Trust Corp.................     18,254
      47    Old Republic International Corp.....      1,759
     120    Price (T. Rowe) Associates..........      7,529
     119    Robert Half International, Inc.
              (b)...............................      4,768
       5    Summit Bancorp......................        266
      42    SunAmerica, Inc.....................      1,779
     176    TCF Financial Corp..................      5,987
</TABLE>
 
Continued
 
                                       28

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Growth Opportunities Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                  COMMON STOCKS, CONTINUED:
                  Financial Services, continued:
      29    Union Planters Corp.................   $  1,957
      52    Wilmington Trust Corp...............      3,244
                                                   --------
                                                    115,928
                                                   --------
                             Health Care (8.8%):
     154    Biogen, Inc. (b)....................      5,594
      18    Biomet, Inc.........................        461
     151    Centocor, Inc. (b)..................      5,027
     311    Chiron Corp. (b)(c).................      5,287
     116    Dentsply International, Inc.........      3,544
     143    Foundation Health Systems, Series A
              (b)(c)............................      3,188
      88    Health Care & Retirement Corp.
              (b)...............................      3,538
     293    Health Management Associates, Inc.
              (b)...............................      7,406
      80    Healthcare Compare Corp. (b)........      4,112
      26    Healthsouth Corp. (b)(c)............        717
     105    Hillenbrand Industries, Inc.........      5,349
      14    Integrated Health Services..........        430
      17    Medtronic, Inc......................        868
     175    Omnicare, Inc. (c)..................      5,422
      97    Oxford Health Plans, Inc. (b).......      1,515
      95    Quorum Health Group, Inc. (b).......      2,482
      40    R. P. Scherer Corp. (b).............      2,440
     183    Stryker Corp. (c)...................      6,832
      98    Sybron International Corp.-
              Wisconsin (b)(c)..................      4,576
      12    United Healthcare Corp..............        593
      50    Vencor, Inc. (b)....................      1,222
     141    Watson Pharmaceutical, Inc. (b).....      4,580
                                                   --------
                                                     75,183
                                                   --------
                          Multi-Industry (0.6%):
      40    Trammell Crow Co....................      1,030
     226    United Rentals, Inc. (b)(c).........      4,365
                                                   --------
                                                      5,395
                                                   --------
                           Raw Materials (2.5%):
      52    Betzdearborn, Inc...................      3,187
      76    Crompton & Knowles Corp.............      2,025
      57    Cytec Industries, Inc. (b)..........      2,694
      85    IMC Global, Inc. (c)................      2,784
     103    Ispat International N.V.-New York
              (c)...............................      2,232
     126    Lyondell Petrochemical..............      3,347
      95    Solutia, Inc........................      2,535
      58    Witco Corp..........................      2,359
                                                   --------
                                                     21,163
                                                   --------
                                 Retail (10.8%):
      58    Barnes & Noble, Inc. (b)............      1,929
      94    Bed Bath & Beyond, Inc. (b)(c)......      3,634
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                  COMMON STOCKS, CONTINUED:
                              Retail, continued:
     180    Claire's Stores, Inc................   $  3,507
     234    CompUSA, Inc. (b)...................      7,246
     164    Consolidated Stores Co. (b).........      7,194
     295    Dollar General Corp.................     10,697
     278    Family Dollar Stores, Inc...........      8,159
      16    Hollywood Entertainment Corp.
              (b)(c)............................        170
      17    Home Depot, Inc.....................        971
   1,447    Just For Feet, Inc. (b)(c)..........     18,992
     154    Kohl's Corp. (b)(c).................     10,478
      60    Lands End, Inc. (b).................      2,104
      87    Mac Frugal's Bargains (b)...........      3,574
      57    Outback Steakhouse, Inc. (b)........      1,647
     301    Starbucks Corp. (b).................     11,543
      25    Tiffany & Co. (c)...................        902
                                                   --------
                                                     92,747
                                                   --------
                                 Shelter (2.1%):
      55    Hon Industries, Inc.................      3,216
     170    Leggett & Platt, Inc................      7,136
      81    Sealed Air Corp. (b)(c).............      4,977
     168    Sunstone Hotel Investors, Inc.......      2,901
                                                   --------
                                                     18,230
                                                   --------
                             Technology (16.1%):
       7    3Com Corp. (b)......................        252
      18    Adaptec, Inc. (b)...................        668
     235    ADC Telecommunications, Inc. (b)....      9,824
     151    Altera Corp. (b)(c).................      5,005
     220    American Power Conversion (b).......      5,205
     301    Analog Devices, Inc. (b)(c).........      8,329
      11    Ascend Communications, Inc. (b).....        270
      34    ATMEL Corp. (b).....................        633
     219    BMC Software, Inc. (b)..............     14,386
     379    Cadence Design Systems, Inc. (b)....      9,278
       8    Cisco Systems, Inc. (b).............        418
     381    Compuware Corp. (b).................     12,192
     154    Dell Computer Corp. (b).............     12,902
       1    Electronic Arts, Inc. (b)(c)........         53
       5    Intel Corp..........................        323
      91    Lexmark International Group, Inc.
              (b)...............................      3,458
     122    Linear Technology Corp. (c).........      7,024
     265    Maxim Integrated Products, Inc.
              (b)(c)............................      9,143
       6    Microsoft Corp. (b).................        724
      95    Network Associates, Inc.............      5,023
      18    Newbridge Networks Corp.............        633
      22    Oracle Corp. (b)....................        485
      13    Parametric Technology Corp. (b).....        616
      88    Quantum Corp. (b)(c)................      1,772
      85    SCI Systems, Inc. (b)(c)............      3,707
</TABLE>
 
Continued
 
                                       29

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Growth Opportunities Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                  COMMON STOCKS, CONTINUED:
                          Technology, continued:
     158    Solectron Corp. (b).................   $  6,575
      63    Structural Dynamics (b).............      1,413
      10    Sun Microsystems, Inc. (b)..........        383
      95    Synopsys, Inc. (b)..................      3,396
      13    Tellabs, Inc. (b)...................        703
     190    Teradyne, Inc. (b)(c)...............      6,086
      18    Thermo Instrument Systems, Inc.
              (b)...............................        635
      43    Varian Associates, Inc..............      2,179
     136    Xilinx, Inc. (b)....................      4,783
                                                   --------
                                                    138,476
                                                   --------
                          Transportation (0.5%):
     117    Illinois Central Corp...............      3,975
                                                   --------
                               Utilities (3.7%):
     191    360 Communications Co. (b)..........      3,846
     329    AES Corp. (b).......................     15,330
     192    LCI International, Inc. (b).........      5,904
     115    Seagull Energy Corp. (b)............      2,374
      93    Southern New England
              Telecommunications, Inc. (c)......      4,679
                                                   --------
                                                     32,133
                                                   --------
  Total Common Stocks                               814,383
                                                   --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                              REPURCHASE AGREEMENTS (4.1%):
 $35,429    Prudential Securities, 6.80%, 1/2/98
              (Collateralized by $43,741 U.S.
              Government Agency Securities,
              7.03%, 11/1/32, market value
              $36,492)..........................     35,429
                                                   --------
  Total Repurchase Agreements                        35,429
                                                   --------
Total (Cost $701,114) (a)                          $849,812
                                                   ========
</TABLE>
 
- ------------
 
Percentages indicated are based on net assets of $858,525.
 
(a) Represents cost for financial reporting purposes and differs from value by
    net unrealized appreciation of securities as follows (amounts in thousands):
 
<TABLE>
                   <S>                                                           <C>
                   Unrealized appreciation.....................................  $181,676
                   Unrealized depreciation.....................................   (32,978)
                                                                                 --------
                   Net unrealized appreciation.................................  $148,698
                                                                                 ========
</TABLE>
 
(b) Non-income producing securities.
(c) A portion of this security was loaned as of December 31, 1997.
 
See notes to financial statements.
 
                                       30

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Small Capitalization Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                   COMMERCIAL PAPER (5.0%):
                      Financial Services (5.0%):
  5,575     CXC, Inc., 5.82%, 3/19/98...........   $  5,507
                                                   --------
  Total Commercial Paper                              5,507
                                                   --------
                                     COMMON STOCKS (88.2%):
           Business Equipment & Services (9.2%):
     20     A Consulting Team, Inc. (b).........        223
     45     Acxiom Corp. (b)....................        866
     25     Billing Information Concepts (b)....      1,197
     20     Carriage Services, Inc. (b).........        380
      8     Catalina Marketing Corp. (b)........        370
     15     Central Parking Corp................        680
     10     Choicepoint, Inc. (b)...............        478
     25     Concord EFS, Inc. (b)...............        622
     15     Equity Corporation International
              (b)...............................        347
     14     Hyperion Software, Inc. (b).........        483
     15     Imnet Systems, Inc. (b)(c)..........        244
     11     Inacom Corp. (c)....................        309
     30     Inspire Insurance Solutions (b).....        626
     12     Interim Services, Inc. (b)..........        311
     20     Norrell Corp........................        398
     30     Nova Corp. (b)......................        750
     20     Paxar Corp. (b).....................        296
     10     Pierce Leahy Corp. (b)..............        205
      8     Stone & Webster, Inc................        375
     10     Tetra Technologies (b)..............        211
     15     World Access, Inc. (b)..............        358
     15     Zebra Technologies, Class A (b).....        446
                                                   --------
                                                     10,175
                                                   --------
                           Capital Goods (2.6%):
     26     Blount International, Inc...........        694
     13     Imco Recycling, Inc.................        209
      8     Ionics, Inc. (b)....................        313
      8     Kent Electronics Corp. (b)..........        201
     25     Kuhlman Corp........................        977
     15     Wabash National Corp................        427
                                                   --------
                                                      2,821
                                                   --------
                        Consumer Durable (0.7%):
     10     Breed Technologies, Inc. (c)........        183
     50     Miller Industries, Inc. (b).........        537
                                                   --------
                                                        720
                                                   --------
                    Consumer Non-Durable (6.2%):
     10     Canandaigua Wine Co., Class A (b)...        554
     15     Coca-Cola Bottling Co...............      1,034
     20     Dekalb Genetics Corp................        785
     20     Earthgrains Co......................        940
     15     Nautica Enterprises, Inc. (b).......        349
     17     NBTY, Inc. (b)......................        567
     15     Richfood Holdings (c)...............        424
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                  COMMON STOCKS, CONTINUED:
                           Consumer Non-Durable, continued:
     24     Smithfield Foods, Inc. (b)..........   $    792
     15     Westpoint Stevens, Inc. (b)(c)......        709
     30     Wolverine World Wide, Inc...........        679
                                                   --------
                                                      6,833
                                                   --------
                       Consumer Services (2.9%):
     30     Action Performance Co., Inc.
              (b)(c)............................      1,136
     22     Grand Casinos (b)...................        300
     25     International Speedway Corp. (c)....        589
     15     Regal Cinemas, Inc. (b)(c)..........        418
     20     Sturm, Ruger & Co...................        369
     25     Suburban Lodges of America (b)......        333
                                                   --------
                                                      3,145
                                                   --------
                                  Energy (7.4%):
      8     CAMCO International, Inc............        510
     10     Devon Energy Corp...................        385
     10     EVI, Inc. (b).......................        518
     12     Forcenergy, Inc. (b)(c).............        314
     20     Global Industries Ltd. (b)..........        340
     14     Input/Output, Inc. (b)..............        416
     15     Marine Drilling Co., Inc. (b).......        311
     30     Maverick Tube Corp. (b).............        759
     30     Newpark Resources, Inc. (b).........        525
     25     Patterson Energy, Inc. (b)..........        966
     10     Pool Energy Services Co. (b)........        223
     25     Pride Petroleum Services, Inc.
              (b)...............................        631
      7     Saint Mary Land & Exploration.......        245
     10     Snyder Oil Corp.....................        183
     17     Stone Energy Corp. (b)..............        559
     15     Trico Marine Services, Inc. (b).....        441
     18     Tuboscope, Inc. (b).................        433
     15     UTI Energy Corp. (b)................        388
                                                   --------
                                                      8,147
                                                   --------
                     Financial Services (18.4%):
     35     Alabama National Bankcorp...........        923
     25     Amresco, Inc. (b)...................        756
      4     BankAtlantic Bancorp, Inc.,
              Series A (c)......................         61
     15     BankAtlantic Bancorp, Inc., Series
              B.................................        251
     25     Bankunited Financial Corp. (b)......        385
      7     Capital Bancorp.....................        405
     20     Carolina First Corp.................        430
      7     Cenit Bancorp, Inc..................        557
     20     Colonial BancGroup, Inc.............        689
     52     Cooperative Bankshares, Inc. (b)....      1,274
     23     Cullen/Frost Bankers, Inc...........      1,396
     20     Eagle Bancshares, Inc...............        440
     11     First Commercial Corp...............        616
     25     First Financial Holdings, Inc.......      1,328
</TABLE>
 
Continued
 
                                       31

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Small Capitalization Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                  COMMON STOCKS, CONTINUED:
                             Financial Services, continued:
     20     First Liberty Financial Corp........   $    640
     14     First Palm Beach Bancorp............        582
     12     Keystone Financial, Inc.............        483
     25     Protective Life Corp................      1,493
     10     Provident Financial Group, Inc......        485
     15     Raymond James Financial.............        595
     14     Republic Bancshares, Inc. (b).......        371
     21     Resource Bancshares Mortgage
              Group.............................        343
     15     Seacoast Banking Corp...............        578
     25     Sirrom Capital Corp.................      1,303
     25     Sovereign Bancorp, Inc..............        519
     10     Trans Financial, Inc................        389
     42     Triad Guaranty, Inc. (b)............      1,218
     25     United Cos. Financial Corp. (c).....        388
     12     Whitney Holding Corp................        684
     17     Zions Bancorporation................        771
                                                   --------
                                                     20,353
                                                   --------
                             Health Care (9.2%):
     20     Alpharma, Inc. (c)..................        435
      9     Ballard Medical Products............        218
     26     Centennial Healthcare Corp. (b).....        592
     15     Cryolife, Inc. (b)..................        204
     30     Cyberonics, Inc. (b)................        458
     30     Genesis Health (b)(c)...............        791
     10     Gulf South Medical Supply (b).......        373
     12     ICN Pharmaceuticals, Inc............        596
     15     Invacare Corp.......................        326
     11     LCA Vision, Inc.....................         13
     16     Lincare Holding, Inc. (b)...........        910
      8     MedImmune, Inc. (b).................        343
      7     Mentor Corp.........................        266
     10     North American Vaccine, Inc.
              (b)(c)............................        249
     20     Orthalliance, Inc., Class A (b).....        183
     45     Orthodontic Centers of America
              (b)(c)............................        748
     20     Phycor, Inc. (b)(c).................        540
      9     Protein Design Labs, Inc. (b).......        360
     24     Roberts Pharmaceutical Corp. (b)....        230
      9     Safeskin Corp. (b)..................        511
     11     Steris Corp. (b)....................        507
     40     Summit Technology, Inc. (b).........        181
     16     Sunrise Assisted Living (b).........        690
      8     Vertex Pharmaceuticals, Inc. (b)....        264
     30     Vision Twenty-One, Inc. (b).........        278
                                                   --------
                                                     10,266
                                                   --------
                          Multi-Industry (0.5%):
     40     Denali, Inc. (b)....................        530
                                                   --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                  COMMON STOCKS, CONTINUED:
                           Raw Materials (1.8%):
     14     Birmingham Steel Corp...............   $    221
     25     Chemfirst, Inc......................        705
     10     NS Group, Inc. (b)..................        171
     20     Quanex Corp.........................        563
     10     Scotts Company (b)..................        303
                                                   --------
                                                      1,963
                                                   --------
                                  Retail (7.1%):
     30     Arbor Drugs, Inc....................        555
     35     Cato Corp...........................        311
     17     Compucom Systems, Inc. (b)..........        140
     12     Footstar, Inc. (b)..................        323
     25     Gymboree Corp. (b)..................        684
     30     Hibbet Sporting Goods, Inc. (b).....        660
     20     Just For Feet, Inc. (b).............        263
     20     Landry's Seafood Restaurants, Inc.
              (b)...............................        480
     12     Men's Wearhouse, Inc. (b)...........        417
     30     Michaels Stores, Inc. (b)(c)........        876
     14     O'Reilly Automotive, Inc. (b).......        368
     30     Pier 1 Imports, Inc.................        679
     24     Proffitts, Inc. (b).................        683
     16     Ross Stores, Inc....................        582
     15     Ruby Tuesday, Inc. (b)..............        386
     15     Stein Mart, Inc. (b)................        401
                                                   --------
                                                      7,808
                                                   --------
                                 Shelter (2.8%):
     24     Caraustar Industries, Inc...........        822
     30     Ethan Allen Interiors, Inc..........      1,156
      3     Kimberly Clark Corp.................        166
     20     Oakwood Homes Corp..................        664
     35     Southern Energy Homes, Inc. (b).....        280
                                                   --------
                                                      3,088
                                                   --------
                             Technology (12.2%):
      7     Alliant Techsystems, Inc. (b).......        390
     30     Aspect Telecommunications, Inc.
              (b)...............................        626
      5     ATMI, Inc. (b)......................        121
     28     Benchmark Electronics, Inc. (b).....        620
     25     Comverse Technology, Inc. (b).......        955
     35     Corsair Communications, Inc.
              (b)(c)............................        569
     25     Datastream Systems, Inc. (b)........        775
     54     Digital Microwave Corp. (b).........        783
     25     Faro Technologies, Inc. (b).........        291
     26     Harbinger Corp. (b).................        731
     10     Keane, Inc. (b).....................        406
     10     Kemet Corp. (b).....................        194
      5     Lattice Semiconductor Corp. (b).....        237
     19     Microchip Technology, Inc. (b)......        570
     11     Novellus Systems, Inc. (b)..........        355
     13     Oak Industries (b)..................        386
</TABLE>
 
Continued
 
                                       32

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Small Capitalization Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                  COMMON STOCKS, CONTINUED:
                                     Technology, continued:
     19     Platinum Technology, Inc. (b)(c)....   $    537
     40     Powertel, Inc. (b)..................        670
     10     Read-Rite Corp. (b).................        158
     12     Sanmina Corp. (b)(c)................        813
     20     Sawtek, Inc. (b)....................        528
      6     SCI Systems, Inc. (b)(c)............        266
     13     Sterling Software (b)...............        533
     23     Tech Data Corp. (b).................        894
     40     Telco Systems, Inc. (b).............        388
     16     Vantive Corp. (b)...................        404
     16     VLSI Technology, Inc. (b)...........        378
                                                   --------
                                                     13,578
                                                   --------
                          Transportation (3.9%):
     14     Atlantic Coast Airlines, Inc.
              (b)(c)............................        445
     23     Comair Holdings, Inc. (b)...........        543
     38     Halter Marine Group, Inc. (b)(c)....      1,082
     25     Heartland Express, Inc. (b)(c)......        672
     25     MS Carriers, Inc. (b)...............        622
     10     Railtex, Inc. (b)...................        143
     14     Skywest, Inc........................        415
     10     USFreightways Corp..................        325
                                                   --------
                                                      4,247
                                                   --------
                               Utilities (3.3%):
      6     Energen Corp........................        239
     13     K N Energy, Inc.....................        702
     50     LCI International, Inc. (b)(c)......      1,537
     25     Rural Cellular Corp. Class A (b)....        327
     15     Southwestern Energy Co..............        193
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                  COMMON STOCKS, CONTINUED:
Utilities, continued:
     22     Tel-Save Holdings, Inc. (b)(c)......   $    437
      7     TNP Enterprises, Inc................        233
                                                   --------
                                                      3,668
                                                   --------
  Total Common Stocks                                97,342
                                                   --------
                                   PREFERRED STOCKS (2.0%):
                      Financial Services (1.8%):
     15     CCB Financial Corp..................      1,612
     17     Southwest Securities Group, Inc.....        438
                                                   --------
                                                      2,050
                                                   --------
                              Technology (0.2%):
      7     Gray Communications Systems, Inc.,
              Class B...........................        175
                                                   --------
  Total Preferred Stocks                              2,225
                                                   --------
                          U.S. TREASURY OBLIGATIONS (0.2%):
                     U.S. Treasury Bills (0.2%):
 $  105     2/19/98 (d).........................        104
     55     2/26/98 (d).........................         55
     15     3/12/98.............................         15
                                                   --------
  Total U.S. Treasury Obligations                       174
                                                   --------
                              REPURCHASE AGREEMENTS (4.2%):
  4,619     Prudential Securities, 6.80%, 1/2/98
              (Collateralized by $4,836 U.S.
              Treasury Bills, 0.00%, 6/25/98,
              market value $4,712)..............      4,619
                                                   --------
  Total Repurchase Agreements                         4,619
                                                   --------
Total (Cost $85,403) (a)                           $109,867
                                                   ========
</TABLE>
 
- ------------
 
Percentages indicated are based on net assets of $110,282.
 
(a) Represents cost for financial reporting purposes and differs from value by
    net unrealized appreciation of securities as follows (amounts in thousands):
 
<TABLE>
                   <S>                                                           <C>
                   Unrealized appreciation.....................................  $27,909
                   Unrealized depreciation.....................................   (3,340)
                                                                                 -------
                   Net unrealized appreciation.................................  $24,569
                                                                                 =======
</TABLE>
 
(b) Non-income producing securities.
(c) A portion of this security was loaned as of December 31, 1997.
(d) Serves as collateral for futures.
 
At December 31, 1997, the Portfolios open futures contracts were as follows:
 
<TABLE>
<CAPTION>
                                                                 CURRENT
 NUMBER                                          OPENING         MARKET
   OF                                           POSITIONS         VALUE
CONTRACTS             CONTRACT TYPE               (000)           (000)
- ---------             -------------             ---------        -------
<C>          <S>                                <C>              <C>
   25        Long Russell March 1998 Futures     $5,413          $5,518
</TABLE>
 
See notes to financial statements.
 
                                       33

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
International Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
COMMON STOCKS (96.1%):
ARGENTINA (0.8%):
Automotive (0.0%):
     34     Renault Argentina (b)...............   $     44
                                                   --------
Beverages & Tobacco (0.0%):
            Buenos Aires Embottelladora SA,
              Class B (b)(d)....................         27
                                                   --------
Oil & Gas Exploration, Production & Services (0.5%):
    130     Perez Companc SA....................        929
     39     YPF Sociedad Anonima................      1,307
                                                   --------
                                                      2,236
                                                   --------
Telecommunications (0.3%):
     89     Telecom Argentina SA, Class B.......        637
    215     Telefonica de Argentina SA, Class
              B.................................        806
                                                   --------
                                                      1,443
                                                   --------
            Total Argentina.....................      3,750
                                                   --------
AUSTRALIA (2.2%):
Banking (0.7%):
    120     National Australia Bank Ltd. (b)....      1,674
    171     Westpac Banking Corp., Ltd..........      1,093
                                                   --------
                                                      2,767
                                                   --------
Beverages & Tobacco (0.1%):
     57     Coca-Cola Amatil Ltd. (b)...........        427
                                                   --------
Brewery (0.0%):
    113     Foster's Brewing Group Ltd..........        215
                                                   --------
Broadcasting & Publishing (0.2%):
    157     News Corp., Ltd. (b)................        864
                                                   --------
Building Products (0.3%):
    221     Boral Ltd...........................        558
    135     CSR Ltd. (b)........................        458
    131     Pioneer International Ltd. (b)......        358
                                                   --------
                                                      1,374
                                                   --------
Diversified (0.1%):
     82     Southcorp Holdings Ltd..............        271
                                                   --------
Engineering (0.0%):
     31     Leighton Holdings Ltd...............        108
                                                   --------
Metals (0.0%):
    229     M.I.M. Holdings Ltd. (b)............        140
     36     RGC Ltd.............................         55
                                                   --------
                                                        195
                                                   --------
Metals & Mining (0.4%):
     68     Aberfoyle Ltd.......................        111
    125     Australian National Industries
              Ltd...............................        114
    123     Broken Hill Proprietary Co. Ltd.
              (b)...............................      1,144
     30     Delta Gold..........................         32
     28     Great Central Mines Ltd (b).........         30
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
                           AUSTRALIA, CONTINUED:
Metals & Mining, continued:
     35     Newcrest Mining Ltd. (b)............   $     38
    122     Normandy Mining Ltd. (b)............        119
     36     Plutonic Resources Ltd. (b).........        101
     31     Resolute Limited....................         23
     87     WMC Ltd. (b)........................        303
                                                   --------
                                                      2,015
                                                   --------
Real Estate (0.2%):
    186     General Property Trust..............        330
    177     Stockland Trust Group...............        410
    186     Westfield Trust.....................        355
                                                   --------
                                                      1,095
                                                   --------
Retail-Stores/Catalog (0.1%):
    102     Coles Myer Ltd. (b).................        490
                                                   --------
Services (0.1%):
     14     Brambles Industries Ltd.............        280
                                                   --------
            Total Australia.....................     10,101
                                                   --------
AUSTRIA (1.6%):
Airlines (0.1%):
     22     Austrian Airlines (b)...............        457
                                                   --------
Automotive (0.0%):
      7     Steyr-Daimler-Puch AG...............        174
                                                   --------
Banking & Finance (0.4%):
      7     Bank Austria AG.....................        181
     18     Bank Austria AG, Participating
              Certificates (b)..................        909
     11     Bank Austria VAR (b)................        540
                                                   --------
                                                      1,630
                                                   --------
Beverages & Tobacco (0.0%):
      4     Osterreichische Brau-Beteiligungs AG
              (b)...............................        197
                                                   --------
Building Products (0.1%):
      2     Wienerberger Baustoffindustrie AG...        455
                                                   --------
Chemicals (0.1%):
      4     Lenzing AG (b)......................        240
                                                   --------
Engineering (0.1%):
      4     VA Technologie AG (b)...............        652
                                                   --------
Environmental Services (0.1%):
      2     BWT AG..............................        279
                                                   --------
Insurance (0.2%):
      3     EA-Generali AG......................        748
                                                   --------
Miscellaneous Materials & Commodities (0.1%):
      9     Radex-Heraklith
              Industriebeteiligungs AG..........        308
                                                   --------
</TABLE>
 
Continued
 
                                       34

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
International Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
AUSTRIA, CONTINUED:
  Oil & Gas Exploration, Production & Services (0.2%):
      8     OMV AG..............................   $  1,155
                                                   --------
Telecommunications--Services and Equipment (0.2%):
     11     Osterreichische
              Elekrizitaitswirtschafts-AG, Class
              A.................................      1,128
                                                   --------
            Total Austria.......................      7,423
                                                   --------
BELGIUM (1.9%):
Banking (0.4%):
      2     Generale de Banque SA...............        727
      1     Kredietbank NV......................        577
      1     Kredietbank VVPR (b)................        546
                                                   --------
                                                      1,850
                                                   --------
Chemicals (0.2%):
     14     Solvay SA...........................        851
                                                   --------
Industrial Holding Company (0.1%):
      4     Groupe Bruxelles Lambert SA.........        596
                                                   --------
Insurance (0.3%):
      4     Fortis AG...........................        891
      2     Royale Belge........................        537
                                                   --------
                                                      1,428
                                                   --------
Merchandising (0.2%):
     14     Delhaize-Le Lion SA.................        715
                                                   --------
Metals & Mining (0.0%):
      3     Union Miniere Group (b).............        207
                                                   --------
Oil & Gas Exploration, Production & Services (0.2%):
      2     PetroFina SA........................        890
                                                   --------
Telecommunications--Services and Equipment (0.5%):
      9     Electrabel SA.......................      2,134
                                                   --------
            Total Belgium.......................      8,671
                                                   --------
BRAZIL (0.3%):
Banking & Finance (0.0%):
 18,213     Banco Bradesco (d)..................          0
                                                   --------
Beverages & Tobacco (0.0%):
     41     Companhia Cervejaria Brahma (b).....         26
                                                   --------
Chemicals (0.0%):
    242     Copesul--Companhia Pertoquimica do
              Sul (b)...........................          9
     19     White Martins SA (b)................         27
                                                   --------
                                                         36
                                                   --------
Gaming (0.0%):
      5     Companhia Vidraria Santa Maria......          9
                                                   --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
BRAZIL, CONTINUED:
Gas & Electric Utility (0.2%):
  7,050     Centrais Electricas Brasilieras SA
              (b)...............................   $    350
  3,370     Centrais Electricas Brasilieras SA,
              Class B...........................        172
  4,116     Companhia Paranaense de Energia-
              Copel (b).........................         46
    405     Light--Servicos de Eletricidade SA
              (b)...............................        169
                                                   --------
                                                        737
                                                   --------
Steel (0.0%):
  3,589     Companhia Siderurgica Nacional......        100
      4     Companhia Vale do Rio Doce (b)......         77
                                                   --------
                                                        177
                                                   --------
Telecommunications (0.1%):
  2,677     Telecomunicacoes Brasileiras SA.....        272
    193     Telecomunicacoes de Sao Paulo SA
              (b)...............................         44
                                                   --------
                                                        316
                                                   --------
Tobacco (0.0%):
     10     Souza Cruz SA.......................         81
                                                   --------
            Total Brazil........................      1,382
                                                   --------
CHILE (0.2%):
Banking & Finance (0.0%):
      6     Banco de Santiago ADR (b)...........        131
                                                   --------
Beverages & Tobacco (0.0%):
      7     Embotelladora Andina SA, Series A
              ADR...............................        143
                                                   --------
Telecommunications (0.2%):
     18     Telecomunicaciones de Chile SA
              ADR...............................        545
                                                   --------
            Total Chile.........................        819
                                                   --------
DENMARK (1.5%):
Agriculture (0.0%):
      3     Korn-OG Foderstof Kompagniet A/S....         82
                                                   --------
Banking & Finance (0.3%):
      7     Danske Bank.........................        894
      6     Unidanmark A/S, Class A.............        411
                                                   --------
                                                      1,305
                                                   --------
Beverages & Tobacco (0.1%):
      4     Carlsberg A/S, Class A..............        192
      7     Carlsberg A/S, Class B (b)..........        392
                                                   --------
                                                        584
                                                   --------
Commercial Services (0.0%):
      3     ISS International Service System
              A/S, Class B (b)..................        105
                                                   --------
Diversified (0.1%):
     14     Superfos A/S........................        348
                                                   --------
</TABLE>
 
Continued
 
                                       35

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
International Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
DENMARK, CONTINUED:
  Engineering (0.0%):
      7     FLS Industries A/S, Class B.........   $    175
                                                   --------
Pharmaceuticals (0.5%):
     13     Novo Nordisk A/S, Class B...........      1,854
                                                   --------
Telecommunications (0.2%):
     14     Tele Danmark A/S, Class B...........        853
                                                   --------
Transportation & Shipping (0.3%):
      0     D/S 1912, Class B (d)...............        785
      0     D/S Svendborg A/S, Class B (d)......        788
      0     Lauritzen (J.) Holding A/S (b)(d)...         25
                                                      1,598
                                                   --------
            Total Denmark.......................      6,904
                                                   --------
FINLAND (0.8%):
Banking & Finance (0.1%):
     96     Merita Ltd., Class A................        524
                                                   --------
Forest Products (0.1%):
     27     UPM-Kymmene Corp....................        544
                                                   --------
Insurance (0.1%):
      5     Pohjola Insurance Group, Class B....        178
      8     Sampo Insurance Co..................        260
                                                   --------
                                                        438
                                                   --------
Metals (0.1%):
     26     Outokumpo OY, Class A...............        313
                                                   --------
Telecommunications (0.4%):
     19     Nokia AB, Class A...................      1,343
     11     Nokia AB, Class K...................        752
                                                   --------
                                                      2,095
                                                   --------
            Total Finland.......................      3,914
                                                   --------
FRANCE (10.6%):
Automotive (0.2%):
      6     PSA Peugeot.........................        795
                                                   --------
Banking (0.9%):
     24     Banque Nationale de Paris...........      1,274
     16     Compagnie Financiere de Paribas.....      1,374
     10     Societe Generale (b)................      1,427
                                                   --------
                                                      4,075
                                                   --------
Beverages & Tobacco (0.4%):
     10     LVMH (Moet Hennessy Louis
              Vuitton)..........................      1,584
      8     Pernod Ricard (b)...................        478
                                                   --------
                                                      2,062
                                                   --------
Broadcasting/Cable (0.1%):
      4     Canal Plus (b)......................        670
                                                   --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
FRANCE, CONTINUED:
Building Products (0.3%):
      3     Imetal SA...........................   $    354
     15     Lafarge SA (b)......................      1,002
                                                   --------
                                                      1,356
                                                   --------
Business Service (0.6%):
     17     Compagnie Generale des Eaux.........      2,338
      9     Havas SA............................        658
                                                   --------
                                                      2,996
                                                   --------
Chemicals (0.7%):
     10     L'Air Liquide (b)...................      1,515
     38     Rhone-Poulenc SA (b)................      1,710
                                                   --------
                                                      3,225
                                                   --------
Commercial Services (0.2%):
      1     Addeco SA...........................        170
      1     Sodexho SA..........................        697
                                                   --------
                                                        867
                                                   --------
Construction (0.1%):
      5     Bouygues............................        521
                                                   --------
Defense (0.2%):
      1     Sagem SA............................        290
     19     Thomson CSF (b).....................        585
                                                   --------
                                                        875
                                                   --------
Diversified (0.1%):
     15     Lagardere SCA (b)...................        493
                                                   --------
Electrical & Electronic (0.9%):
     18     Alcatel Alsthom (b).................      2,264
      5     Legrand SA (b)......................        947
     16     Schneider SA........................        891
                                                   --------
                                                      4,102
                                                   --------
Energy (1.4%):
     31     Elf Aquitane SA.....................      3,565
     28     Total SA, Class B...................      3,070
                                                   --------
                                                      6,635
                                                   --------
Engineering (0.1%):
      4     Compagnie Francaise d'Etudes et de
              Construction Technip (b)..........        396
                                                   --------
Food & Household Products (0.1%):
      4     Eridania Beghin-Say SA..............        696
                                                   --------
Food Products & Services (0.3%):
      8     Groupe Danone.......................      1,421
                                                   --------
</TABLE>
 
Continued
 
                                       36

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
International Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
FRANCE, CONTINUED:
  Health & Personal Care (0.9%):
      7     L'OREAL.............................   $  2,856
     12     Sanofi SA...........................      1,282
                                                   --------
                                                      4,138
                                                   --------
Industrial Goods & Services (0.2%):
     17     Michelin Class B, Registered........        874
                                                   --------
Industrial Holding Company (0.5%):
     21     Lyonnaise des Eaux SA...............      2,334
                                                   --------
Insurance (0.6%):
     35     AXA SA (b)..........................      2,706
                                                   --------
Leisure (0.2%):
      4     Accor SA (b)........................        809
      3     Salomon SA..........................        215
                                                   --------
                                                      1,024
                                                   --------
Media (0.1%):
      1     Pathe SA............................        280
                                                   --------
Merchandising (1.0%):
      4     Carrefour SA (b)....................      2,205
      7     Etablissements Economiques du Casino
              Guichard-Perrachon................        409
      3     Pinault-Printemps-Redoute SA........      1,334
      2     Promodes............................        911
                                                   --------
                                                      4,859
                                                   --------
Office Equipment & Services (0.2%):
     11     BIC.................................        774
                                                   --------
Oil & Gas (0.3%):
     10     Compagnie de Saint Gobain...........      1,414
                                                   --------
Textile Products (0.0%):
      2     Dollfus-Mieg & Cie (b)..............         43
                                                   --------
            Total France........................     49,631
                                                   --------
GERMANY (15.9%):
Airlines (0.2%):
     54     Lufthansa AG........................      1,014
                                                   --------
Automotive (1.6%):
     68     Daimler-Benz AG.....................      4,809
      1     Man AG..............................        416
      4     Volkswagen AG.......................      2,074
                                                   --------
                                                      7,299
                                                   --------
Banking (3.0%):
     98     Bayer AG (b)........................      3,644
     39     Bayerische Vereinsbank AG...........      2,493
     67     Deutsche Bank AG (b)................      4,707
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
GERMANY, CONTINUED:
Banking, continued:
      3     Dresdner Bank (b)...................   $    107
     62     Dresdner Bank AG....................      2,834
                                                   --------
                                                     13,785
                                                   --------
Banking & Finance (0.3%):
     33     Bayerische Hypotheken-und Weschel-
              Bank AG...........................      1,620
                                                   --------
Building Products (0.1%):
      8     Heidelberger Zement AG..............        542
                                                   --------
Business Service (0.5%):
      8     SAP AG..............................      2,467
                                                   --------
Chemicals (0.8%):
     83     BASF AG.............................      2,981
     15     Degussa AG..........................        762
                                                   --------
                                                      3,743
                                                   --------
Conglomerates (1.9%):
     30     Metro AG (b)........................      1,080
      3     Preussag AG (b).....................        855
     70     VEBA AG.............................      4,793
      4     Viag AG.............................      2,082
                                                   --------
                                                      8,810
                                                   --------
Construction (0.1%):
      9     Hochtief AG.........................        382
                                                   --------
Consumer Goods & Services (0.2%):
      6     Adidas AG...........................        827
                                                   --------
Electrical & Electronic (0.9%):
     74     Siemens AG..........................      4,449
                                                   --------
Engineering (0.7%):
     10     AGIV AG (b).........................        202
      6     Bilfinger & Berger Bau AG...........        186
      5     Mannesmann AG (b)...................      2,677
                                                   --------
                                                      3,065
                                                   --------
Health Care (0.2%):
     11     Schering AG.........................      1,026
                                                   --------
Insurance (2.8%):
     30     Allianz AG..........................      7,681
      5     AMB Aachener und Muenchener
              Beteiligungs......................        595
      2     AMB Aachener und Muenchener
              Beteiligungs AG...................        210
      4     CKAG Colonia Konzern AG.............        361
</TABLE>
 
Continued
 
                                       37

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
International Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
GERMANY, CONTINUED:
Insurance, continued:
      1     Muenchener Rueckversicherungs
              Gesellschaft AG, Bearer Shares
              (b)...............................   $    162
     11     Muenchener Rueckversicherungs
              Gesellschaft AG, Registered Shares
              (b)...............................      4,048
                                                   --------
                                                     13,057
                                                   --------
Investment Company (0.2%):
     17     Beiersdorf AG.......................        711
                                                   --------
Machinery & Equipment (0.2%):
      9     Kloeckner-Humbolt-Deutz AG (b)......         67
      1     Linde AG (b)........................        692
                                                   --------
                                                        759
                                                   --------
Metals & Mining (0.2%):
      9     Fag Kugelfischer Georg Schaefer
              AG................................        121
      4     Thyssen AG..........................        956
                                                   --------
                                                      1,077
                                                   --------
Pharmaceuticals (0.2%):
     24     Merck KGaA..........................        804
                                                   --------
Retail (0.1%):
      1     Karstadt AG (b).....................        398
                                                   --------
Retail-General Merchandise (0.0%):
      5     Douglas Holding AG..................        159
                                                   --------
Telecommunications (1.2%):
    306     Deutsche Telekom AG.................      5,670
                                                   --------
Telecommunications--Services and Equipment (0.5%):
     48     RWE AG..............................      2,573
                                                   --------
            Total Germany.......................     74,237
                                                   --------
GREECE (0.9%):
Agriculture (0.0%):
      8     Hellenic Sugar Industry SA..........         49
                                                   --------
Banking & Finance (0.6%):
     18     Alpha Credit Bank...................      1,066
      8     Commercial Bank of Greece SA........        294
     13     Ergo Bank SA........................        662
      5     National Bank of Greece SA (b)......        479
                                                   --------
                                                      2,501
                                                   --------
Beverages & Tobacco (0.1%):
     24     Hellenic Bottling Co. SA............        553
                                                   --------
Building Products (0.2%):
     27     Heracles General Cement Co. SA......        556
                                                   --------
Insurance (0.0%):
      5     Aspis Pronia (b)....................         53
                                                   --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
GREECE, CONTINUED:
Telecommunications (0.0%):
      3     Intracom SA.........................   $    137
                                                   --------
Tobacco (0.0%):
      4     Papastratos Cigarette...............         77
                                                   --------
Transportation & Shipping (0.0%):
      7     Attica Enterprises..................         76
                                                   --------
            Total Greece........................      4,002
                                                   --------
HONG KONG (0.8%):
Airlines (0.0%):
    194     Cathay Pacific Airways (b)..........        158
                                                   --------
Banking (0.1%):
     83     Bank of East Asia Ltd. (b)..........        195
     12     HSBC Holdings PLC...................        286
                                                   --------
                                                        481
                                                   --------
Banking & Finance (0.0%):
     38     Wing Lung Bank......................        182
                                                   --------
Broadcasting & Publishing (0.1%):
     95     Television Broadcasts Ltd...........        271
                                                   --------
Conglomerates (0.1%):
     68     Swire Pacific Ltd., Class A.........        373
                                                   --------
Electrical Equipment (0.0%):
    645     Elec & Eltek International
              Holdings Ltd......................        160
                                                   --------
Industrial Holding Company (0.2%):
    145     Hutchison Whampoa Ltd. (b)..........        909
                                                   --------
Printing & Publishing (0.0%):
    263     Oriental Press Group Ltd. (b).......         80
                                                   --------
Real Estate (0.1%):
     56     Sun Hung Kai Properties Ltd. (b)....        390
                                                   --------
Telecommunications (0.2%):
    391     Hong Kong Telecommunications
              Ltd. (b)..........................        804
                                                   --------
            Total Hong Kong.....................      3,808
                                                   --------
INDONESIA (0.2%):
Agriculture (0.0%):
    369     PT SMART Corp.......................         32
                                                   --------
Auto Parts (0.0%):
     61     PT Astra International IDR..........         16
                                                   --------
Banking & Finance (0.0%):
    298     PT Bank International Indonesia--
              Foreign Registry..................         18
                                                   --------
Building Products (0.0%):
    222     Indocement Tunggal Prakarsa.........         73
                                                   --------
</TABLE>
 
Continued
 
                                       38

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
International Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
INDONESIA, CONTINUED:
  Chemicals (0.0%):
  1,246     Polysindo EKA IDR...................   $    206
                                                   --------
Forest Products (0.0%):
    203     PT Barito Pacific Timber............         58
    100     PT Inti Indorayon Utama--
              Foreign Registry..................         10
                                                   --------
                                                         68
                                                   --------
Telecommunications (0.1%):
    108     PT Indosat..........................        198
    285     PT Telekomunikasi Indonesia.........        152
                                                   --------
                                                        350
                                                   --------
Tobacco (0.1%):
    155     PT Gudang Garam.....................        236
     51     PT Hanjaya Mandala Sampoerna........         38
                                                   --------
                                                        274
                                                   --------
            Total Indonesia.....................      1,037
                                                   --------
IRELAND (0.5%):
Banking (0.1%):
     38     Allied Irish Banks PLC..............        363
                                                   --------
Banking & Finance (0.3%):
    132     Allied Irish Banks PLC..............      1,282
                                                   --------
Beverages & Tobacco (0.0%):
     77     James Crean PLC.....................        158
                                                   --------
Industrial Goods & Services (0.1%):
    133     Smufit (Jefferson) Group............        375
                                                   --------
            Total Ireland.......................      2,178
                                                   --------
ITALY (10.0%):
Agriculture (0.1%):
    306     Parmalat Finanziaria SpA (b)........        438
                                                   --------
Auto Parts (0.0%):
     90     Magneti Marelli SpA.................        154
                                                   --------
Automotive (0.5%):
    719     Fiat SpA............................      2,091
    165     Fiat SpA di Risp
              (Non-convertible).................        273
                                                   --------
                                                      2,364
                                                   --------
Banking (1.0%):
    378     Banca Commerciale Italiana (b)......      1,315
     39     Banca Popolare di Milano............        247
     99     Banco Ambrosiano Veneto SpA.........        379
    425     Credito Italiano SpA (b)............      1,313
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
ITALY, CONTINUED:
Banking, continued:
    148     Istituto Bancario San Paolo
              di Torino (b).....................   $  1,412
     32     Riunione Adriatica di Sicurta SpA
              di Risp...........................        215
                                                   --------
                                                      4,881
                                                   --------
Banking & Finance (0.1%):
     81     Mediobanca SpA (b)..................        633
                                                   --------
Broadcasting & Publishing (0.2%):
    232     Mediaset SpA........................      1,141
                                                   --------
Building Products (0.1%):
     32     Italcementi SpA (b).................        224
     15     Italcementi SpA RNC.................         45
                                                   --------
                                                        269
                                                   --------
Chemicals (0.2%):
    958     Montedison SpA......................        860
    102     Montedison SpA di Risp..............         67
    130     Snia MPD SpA........................        134
                                                   --------
                                                      1,061
                                                   --------
Engineering (0.0%):
    145     Impregilo SpA.......................        111
                                                   --------
Financial Services (0.3%):
    109     Istituto Mobiliare Italiano (b).....      1,297
                                                   --------
Gas & Electric Utility (0.3%):
    127     Edison SpA (b)......................        767
    144     Italgas SpA.........................        595
                                                   --------
                                                      1,362
                                                   --------
Insurance (1.8%):
    237     Assicurazioni Generali..............      5,828
    486     Istituto Nazionale delle
              Assicurazioni.....................        985
     23     La Previdente.......................        177
     56     Riuniune Adriatici de Sicurta SpA
              (b)...............................        554
     63     Societa Assicuratrice Industriale
              (SAI) SpA (b).....................        700
                                                   --------
                                                      8,244
                                                   --------
Office Equipment & Services (0.0%):
    380     Olivetti SpA (b)....................        230
                                                   --------
Oil & Gas (1.9%):
  1,554     Ente Nazionale Idrocarburi SpA
              (ENI).............................      8,813
                                                   --------
Paper Products (0.1%):
     34     Burgo (Cartiere) SpA................        202
     17     Reno de Medici SpA (b)..............         46
                                                   --------
                                                        248
                                                   --------
</TABLE>
 
Continued
 
                                       39

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
International Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
ITALY, CONTINUED:
  Printing & Publishing (0.0%):
     26     Mandadori (b).......................   $    208
                                                   --------
Retail (0.1%):
     36     La Rinascente SpA (b)...............        266
                                                   --------
Steel (0.0%):
     29     Falck Acciaierie & Ferriere Lombarde
              SpA...............................        132
                                                   --------
Telecommunications (3.0%):
     56     Sirti SpA (b).......................        337
  1,362     Telecom Italia Mobile SpA di Risp
              (Non-convertible).................      6,290
    357     Telecom Italia SpA..................      1,014
    773     Telecom Italia SpA..................      4,939
    213     Telecom Italia SpA-RNC (b)..........        939
                                                   --------
                                                     13,519
                                                   --------
Textile Products (0.1%):
     35     Benetton Group SpA (b)..............        569
      7     Marzotto (Gaetano) & Figli SpA......         85
                                                   --------
                                                        654
                                                   --------
Tire & Rubber (0.2%):
    300     Pirelli SpA (b).....................        803
                                                   --------
            Total Italy.........................     46,828
                                                   --------
JAPAN (20.8%):
Agriculture (0.0%):
     25     Nippon Beet Sugar Manufacturing.....         34
                                                   --------
Airlines (0.1%):
    115     Japan Airlines (b)..................        314
                                                   --------
Aluminum (0.0%):
     63     Nippon Light Metal Co...............         92
                                                   --------
Appliances & Household Products (1.2%):
    130     Matsushita Electric Industrial Co.,
              Ltd...............................      1,910
     12     Pioneer Electronic Corp.............        186
     95     Sanyo Electric Co...................        248
     81     Sharp Corp..........................        559
     26     Sony Corp...........................      2,320
                                                   --------
                                                      5,223
                                                   --------
Automotive (2.3%):
      2     Autobacs Seven Co...................         58
     62     Honda Motor Co., Ltd................      2,284
    159     Nissan Motor Co., Ltd...............        660
      9     Sanden..............................         39
     23     Toyoda Automatic Loom Works.........        425
    246     Toyota Motor Corp...................      7,076
                                                   --------
                                                     10,542
                                                   --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
JAPAN, CONTINUED:
Banking (2.3%):
    131     Asahi Bank Ltd......................   $    534
    304     Bank of Tokyo--Mitsubishi...........      4,202
    215     Fuji Bank Ltd.......................        873
    175     Industrial Bank of Japan............      1,252
    220     Mitsui Trust & Banking Co...........        428
    240     Sakura Bank Ltd.....................        689
    209     Sumitomo Bank.......................      2,395
     13     Yamaguchi Bank......................        160
                                                   --------
                                                     10,533
                                                   --------
Basic Industry (0.0%):
     42     Sekisui Chemical Co., Ltd...........        214
                                                   --------
Beverages & Tobacco (0.2%):
     20     Asahi Breweries Ltd.................        292
     49     Kirin Brewery Co., Ltd..............        359
     36     Takara Shuzo........................        134
                                                   --------
                                                        785
                                                   --------
Brewery (0.0%):
     18     Sapporo Breweries...................         57
                                                   --------
Broadcasting & Publishing (0.0%):
     18     Tokyo Broadcasting System...........        228
                                                   --------
Building Products (0.1%):
     35     Chichibu Onoda Cement Co............         65
      5     Dianippon Screen Manufacturing Co.,
              Ltd...............................         23
     21     Nihon Cement Co., Ltd...............         43
     32     Sanwa Shutter Corp..................        161
     16     Tostem Corp.........................        173
                                                   --------
                                                        465
                                                   --------
Chemicals (0.8%):
     72     Asahi Chemical Industry Co., Ltd....        245
      6     Daicel Chemical Industries Ltd......          8
     23     Dainippon Ink & Chemicals, Inc......         58
     97     Denki Kagaku Kogyo K.K..............        147
     26     Ishihara Sangyo Kaisha (b)..........         29
     32     Kaneka Corp.........................        145
     24     Konica Corp.........................        111
     13     Kureha Chemical Industry............         27
    107     Mitsubishi Chemical Corp............        154
     16     Mitsubishi Gas Chemical Co..........         42
     14     Nippon Shokubai K.K. Co.............         57
     14     NOF Corp............................         24
     19     Shin-Etsu Chemical Co...............        372
     59     Showa Denko K.K.....................         52
    100     Sumitomo Chemical Co................        231
     49     Takeda Chemical Industries..........      1,401
     80     Toray Industries, Inc...............        360
</TABLE>
 
Continued
 
                                       40

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
International Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
JAPAN, CONTINUED:
Chemicals, continued:
     72     Tosoh Corp. (b).....................   $    121
     74     Ube Industries Ltd..................         94
                                                   --------
                                                      3,678
                                                   --------
Commercial Services (0.0%):
      3     Oyo Corp............................         46
                                                   --------
Computer Software (0.0%):
      4     CSK Corp............................        103
      3     Konami Co., Ltd.....................         74
                                                        177
                                                   --------
Construction (0.2%):
     26     Aoki Corp. (b)......................          8
     21     Daiko Inc. (b)......................         16
     29     Daiwa House Industry Co., Ltd.......        154
     22     Haseko (b)..........................         11
     56     Kumagai Gumi Co., Ltd...............         31
     12     Misawa Homes........................         33
     18     Okumura Corp........................         43
     28     Penta-Ocean Construction Co.,
              Ltd...............................         39
     61     Sekisui House Ltd...................        394
     59     Shimizu Corp........................        137
     46     Taisei Corp.........................         76
                                                   --------
                                                        942
                                                   --------
Consumer Goods & Services (0.1%):
     35     Nippon Sheet Glass Co., Ltd.........         49
     18     Renown, Inc. (b)....................          8
      9     Shimano, Inc........................        166
      2     Tokyo Style Co., Ltd................         18
     50     Toto Ltd............................        317
                                                   --------
                                                        558
                                                   --------
Cosmetics/Personal Care (0.0%):
     17     Shisiedo Co., Ltd...................        233
                                                   --------
Data Processing & Reproduction (0.3%):
    117     Fujitsu Ltd.........................      1,260
      2     Trans Cosmos, Inc...................         35
                                                   --------
                                                      1,295
                                                   --------
Distribution (0.1%):
    187     Itochu Corp.........................        295
                                                   --------
Diversified (0.1%):
      9     Amano Corp..........................         69
      7     Sanrio Co., Ltd. (b)................         37
     18     Yamaha Corp.........................        205
                                                   --------
                                                        311
                                                   --------
Electrical & Electronic (0.4%):
     13     Casio Computer Co., Ltd.............         94
     10     Kyocera Corp........................        455
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
JAPAN, CONTINUED:
Electrical & Electronic, continued:
    125     Mitsubishi Electric Corp............   $    321
     22     Nikon Corp..........................        218
     17     Omron Corp..........................        267
      7     Rohm Co.............................        716
                                                   --------
                                                      2,071
                                                   --------
Electrical Equipment (0.2%):
      9     Alps Electric Co., Ltd..............         85
      7     SMC Corp............................        628
      4     Taiyo Yuden Co., Ltd................         28
                                                   --------
                                                        741
                                                   --------
Electronic Components/Instruments (0.8%):
      5     Adventest Corp......................        285
     13     Fanuc Co., Ltd......................        494
      3     Hirose Electric.....................        159
    203     Hitachi Ltd.........................      1,451
    106     NEC Corp............................      1,133
     23     Yokogawa Electric Corp..............        143
                                                   --------
                                                      3,665
                                                   --------
Electronics (0.0%):
      5     Nitto Denko Corp....................         87
                                                   --------
Energy (0.1%):
    169     Japan Energy Corp...................        160
    155     Nippon Oil Co.......................        402
                                                   --------
                                                        562
                                                   --------
Engineering (0.2%):
     13     Daito Trust Construction Co.,
              Ltd...............................         80
     36     Fujita Corp.........................         13
     33     Hazama Corp.........................         16
     49     Kajima Corp.........................        124
     10     Kandenko Co., Ltd...................         51
     70     Kawasaki Heavy Industries...........        109
     14     Kinden Corp.........................        149
     19     Nishimatsu Construction.............         60
     53     Obayashi Corp.......................        180
     17     Sato Kogyo..........................         11
     17     Toa Corp............................         22
                                                   --------
                                                        815
                                                   --------
Entertainment (0.1%):
     13     Toei................................         47
      1     Toho Co.............................        118
     22     Tokyo Dome Corp.....................        147
                                                   --------
                                                        312
                                                   --------
Financial Services (0.5%):
     18     Acom Co., Ltd.......................        997
    104     Mitsubishi Trust & Banking Co.......      1,047
</TABLE>
 
Continued
 
                                       41

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
International Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
JAPAN, CONTINUED:
Financial Services, continued:
      6     Orix Corp...........................   $    420
      3     Uni-Charm...........................        107
                                                   --------
                                                      2,571
                                                   --------
Food & Household Products (0.2%):
     37     Ajinomoto Co., Inc..................        361
     39     Kao Corp............................        565
     10     Nissin Food Products................        182
                                                   --------
                                                      1,108
                                                   --------
Food Products & Services (0.1%):
     59     Daiei, Inc..........................        245
     10     Kikkoman Corp.......................         51
     21     Meiji Milk Products Co., Ltd........         55
     28     Nichirei Corp.......................         60
     26     Nippon Suisan Kaisha Ltd. (b).......         33
     17     Yamazaki Banking Co., Ltd...........        166
                                                   --------
                                                        610
                                                   --------
Forest Products (0.2%):
     38     Mitsubishi Paper Mills..............         53
    115     New Oji Paper Co....................        461
     70     Nippon Paper Industries Co..........        276
     17     Sumitomo Forestry Co., Ltd..........         83
                                                   --------
                                                        873
                                                   --------
Gas & Electric Utility (1.0%):
     81     Kansai Electric Power Co., Inc......      1,377
    170     Osaka Gas Co........................        390
     48     Tohoku Electric Power...............        734
     92     Tokyo Electric Power................      1,675
    204     Tokyo Gas Co., Ltd..................        464
                                                   --------
                                                      4,640
                                                   --------
Health & Personal Care (0.4%):
      9     Chugai Pharmaceutical Co., Ltd......         46
     20     Kyowa Hakko Kogyo Co., Ltd..........         87
     21     Lion Corp...........................         62
     27     Sankyo Co., Ltd.....................        613
     55     Yamanouchi Pharmaceutical Co.,
              Ltd...............................      1,185
                                                   --------
                                                      1,993
                                                   --------
Hotels & Lodging (0.0%):
     11     Fujita Kanko, Inc...................        118
                                                   --------
Industrial Goods & Services (0.7%):
     57     Bridgestone Corp....................      1,241
     57     Denso Corp..........................      1,030
     75     Mitsui Engineering & Shipbuilding
              Co., Ltd. (b).....................         48
     36     NGK Insulators Ltd..................        321
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
JAPAN, CONTINUED:
Industrial Goods & Services, continued:
     18     NGK Spark Plug Co...................   $    102
     52     Sumitomo Electric Industries........        712
                                                   --------
                                                      3,454
                                                   --------
Insurance (0.4%):
     39     Mitsui Marine & Fire Insurance Co.,
              Ltd...............................        200
     14     Nichido Fire & Marine Insurance Co.,
              Ltd...............................         71
     29     Nippon Fire & Marine Insurance......        109
     32     Sumitomo Marine & Fire Insurance....        170
     97     Tokio Marine & Fire Insurance Co....      1,104
                                                   --------
                                                      1,654
                                                   --------
Jewelry (0.1%):
     40     Citizen Watch Co., Ltd..............        269
      6     Hoya Corp...........................        189
                                                   --------
                                                        458
                                                   --------
Leasing (0.1%):
     45     Yamato Transport Co., Ltd...........        606
                                                   --------
Leisure (0.0%):
      3     Namco...............................         90
                                                   --------
Machinery & Equipment (0.8%):
     15     Amada Co., Ltd......................         56
     25     Brother Industries Ltd..............         57
     45     Chiyoda Corp. (b)...................         48
      9     Daifuku Co., Ltd....................         44
     18     Daikin Industries Ltd...............         68
     14     Ebara Corp..........................        149
     49     Komatsu Ltd.........................        247
      3     Komori Corp.........................         45
     40     Koyo Seiko Co., Ltd.................        161
     94     Kubota Corp.........................        249
      9     Kurita Water........................         92
      6     Makino Milling Machine..............         38
     32     Minebea Co., Ltd....................        345
    229     Mitsubishi Heavy Industries, Ltd....        957
      5     Mori Seiki..........................         52
     58     Nigata Engineering Co., Ltd. (b)....         25
     77     NSK Ltd.............................        192
     49     NTN Corp............................        114
     38     Okuma Corp..........................        136
     34     Sumitomo Heavey Industries Ltd......        104
      5     Takuma Co., Ltd.....................         35
     10     Tokyo Electron Ltd..................        312
      8     Tsubakimoto Chain...................         29
                                                   --------
                                                      3,555
                                                   --------
</TABLE>
 
Continued
 
                                       42

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
International Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
JAPAN, CONTINUED:
  Manufacturing--Capital Goods (0.3%):
     41     Fujikura Ltd........................   $    272
     16     Kokuyo Co., Ltd.....................        277
     21     Makita Corp.........................        202
     15     Murata Manufacturing Co., Ltd.......        379
     10     Nippon Sharyo Ltd...................         28
     22     Noritake Co., Ltd...................        105
                                                   --------
                                                      1,263
                                                   --------
Manufacturing--Consumer Goods (0.6%):
     69     Canon, Inc..........................      1,613
     33     Fuji Photo Film Co., Ltd............      1,269
      6     Sega Enterprises....................        109
                                                   --------
                                                      2,991
                                                   --------
Materials (0.0%):
      9     Okamoto Industries, Inc.............         16
     26     Sumitomo Osaka Cement Co., Ltd......         33
                                                   --------
                                                         49
                                                   --------
Medical Supplies (0.0%):
      3     Olympus Optical.....................         21
                                                   --------
Merchandising (0.4%):
     28     ITO-Yokado Co., Ltd.................      1,432
     18     JUSCO Co............................        255
     21     Marui Co., Ltd......................        328
                                                   --------
                                                      2,015
                                                   --------
Metals & Mining (0.2%):
     73     Furukawa Electric Co................        315
     64     Hitachi Zosen Corp..................        103
     66     Japan Steel Works (b)...............         50
     67     Mitsubishi Materials Corp...........        108
     30     Mitsui Mining & Smelting............        121
     59     Mitsui Mining Co., Ltd. (b).........         46
     57     Seika Corp..........................         86
     30     Sumitomo Metal Mining Co............         99
                                                   --------
                                                        928
                                                   --------
Office Equipment & Services (0.2%):
     57     Dai Nippon Printing Co., Ltd........      1,074
                                                   --------
Oil & Gas Exploration, Production & Services (0.1%):
      9     Arabian Oil Co......................        137
     66     Asahi Glass Co., Ltd................        314
     66     Teikoku Oil Co......................        173
                                                   --------
                                                        624
                                                   --------
Oil & Gas Transmission (0.1%):
     75     Iwatani International Corp..........        133
     83     Mitsubishi Oil Co., Ltd.............        123
                                                   --------
                                                        256
                                                   --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
JAPAN, CONTINUED:
Packaging (0.0%):
     14     Toyo Seikan Kaisha..................   $    199
                                                   --------
Pharmaceuticals (0.2%):
     12     Eisai Co., Ltd......................        184
     22     Meiji Seika.........................         73
     13     Shionogi & Co.......................         60
     29     Taisho Pharmacuetical Co............        743
                                                   --------
                                                      1,060
                                                   --------
Real Estate (0.4%):
     94     Mitsubishi Estate Co................      1,027
     65     Mitsui Fudosan......................        630
     10     Tokyo Tatemono Co., Ltd. (b)........         13
                                                   --------
                                                      1,670
                                                   --------
Restaurants (0.0%):
      8     Skylark Co., Ltd....................         77
                                                   --------
Retail (0.3%):
      4     Aoyama Trading Co., Ltd.............         75
     15     Credit Saison Co., Ltd..............        359
     14     Daimura, Inc........................         33
     10     Hankyu Department Stores............         56
     13     Isetan Co...........................         54
     24     Mitsukoshi Ltd......................         64
     52     Mycal Corp..........................        437
      3     Shimachu Co.........................         47
     26     Takashimaya Co......................        158
     11     Uny Co., Ltd........................        151
                                                   --------
                                                      1,434
                                                   --------
Services (0.3%):
     12     Secom...............................        770
     43     Toppan Printing Co., Ltd............        562
                                                   --------
                                                      1,332
                                                   --------
Steel (0.3%):
     67     Daido Steel Co., Ltd................         85
     53     Japan Metals & Chemicals (b)........         44
    218     Kawasaki Steel Corp.................        298
    425     Nippon Steel Co.....................        631
    215     NKK Corp............................        172
    260     Sumitomo Metal Industries (b).......        334
     11     Tokyo Steel.........................         37
                                                   --------
                                                      1,601
                                                   --------
Storage (0.0%):
     14     Mitsubishi Logistics Corp...........        146
     34     Mitsui-Soko Co., Ltd................         86
                                                   --------
                                                        232
                                                   --------
</TABLE>
 
Continued
 
                                       43

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
International Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
JAPAN, CONTINUED:
  Telecommunications (1.7%):
     16     Nippon Comsys Corp..................   $    198
      1     Nippon Telegraph & Telephone
              Corp..............................      7,279
                                                   --------
                                                      7,477
                                                   --------
Textile Products (0.2%):
    191     Kanebo Ltd. (b).....................        140
     26     Kurabo Industries...................         28
     31     Kuraray Co., Ltd....................        257
     27     Mitsubishi Rayon Co., Ltd...........         66
     13     Nisshinbo Industries................         55
      5     Onward Kashiyama Co., Ltd...........         58
     31     Teijin Ltd..........................         65
     27     Toyobo Ltd..........................         33
     48     Unitika Ltd. (b)....................         26
                                                   --------
                                                        728
                                                   --------
Transportation & Shipping (0.4%):
      0     East Japan Railway Co. (d)..........      1,082
     30     Kamigumi Co., Ltd...................         89
     93     Kawasaki Kisen Kaisha Ltd. (b)......        113
     81     Mitsui OSK Lines, Ltd. (b)..........        113
     78     Nippon Yusen Kabushiki Kaisha.......        215
     12     Seino Transportation................         60
                                                   --------
                                                      1,672
                                                   --------
Transportation--Road & Railroad (0.6%):
     91     Hankyu Corp.........................        428
     30     Keihin Electric Express Railway.....        105
    232     Kinki Nippon Railway................      1,244
     53     Nippon Express Co., Ltd.............        265
     40     Odakyu Electric Railway.............        174
     36     Tobu Railway Co., Ltd...............        113
     78     Tokyu Corp..........................        302
                                                   --------
                                                      2,631
                                                   --------
Wholesale & International Trade (0.4%):
    130     Marubeni Corp.......................        229
    112     Mitsubishi Corp.....................        888
    106     Mitsui & Co.........................        629
                                                   --------
                                                      1,746
                                                   --------
Wholesale Distribution (0.0%):
     14     Nagase & Co.........................         41
                                                   --------
Wire & Cable Products (0.0%):
     19     Tokyo Rope MFG......................         22
                                                   --------
            Total Japan.........................     97,148
                                                   --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
KOREA (0.0%):
Chemicals (0.0%):
      1     Han Wha Corp........................   $      1
      2     Hanwha Chemical Corp. (b)...........          2
                                                   --------
                                                          3
                                                   --------
Retail-Stores/Catalog (0.0%):
      8     Keum Kang Development Industries
              Co................................         23
                                                   --------
            Total Korea.........................         26
                                                   --------
LUXEMBOURG (0.0%):
Aluminum (0.0%):
      9     Hindalco Industries Ltd. GDR (b)....        185
                                                   --------
MALAYSIA (0.2%):
Agriculture (0.0%):
    118     Highlands & Lowlands Berhad.........        121
     19     IOI Corp. Berahd....................          6
     37     Kemayan Corp. Berhad (b)............          5
                                                   --------
                                                        132
                                                   --------
Automotive (0.0%):
    281     Tan Chong Motors....................        123
                                                   --------
Building Products (0.0%):
     10     Golden Plus Holdings................          2
      9     Jaya Tiasa Holdings Berhad..........         17
     80     Pan-Malaysia Cement Works Berhad....         31
                                                   --------
                                                         50
                                                   --------
Construction (0.0%):
     28     YTL Corp. Berhad....................         37
                                                   --------
Diversified (0.0%):
     24     Berjaya Group Berhad................          5
    231     Malaysian Mosaics Berhad............         83
     28     Mulph International.................          3
     20     Multi-Purpose Holdings Berhad.......          5
                                                   --------
                                                         96
                                                   --------
Engineering (0.0%):
     15     Pilecon Engineering Berhad..........          4
     25     United Engineers (Malaysia) Ltd.....         20
                                                   --------
                                                         24
                                                   --------
Financial Services (0.0%):
     26     Malayan Banking Berhad..............         75
     40     MBF Capital Berhad..................          9
     69     Rashid Hussain Berhad...............         54
                                                   --------
                                                        138
                                                   --------
Food Products & Services (0.2%):
     54     Nestle (Malaysia) Berhad............        249
                                                   --------
</TABLE>
 
Continued
 
                                       44
<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
International Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
MALAYSIA, CONTINUED:
  Forest Products (0.0%):
    376     Land & General Berhad...............   $     69
                                                   --------
Hotels & Lodging (0.0%):
     19     Landmarks Berhad....................          3
                                                   --------
Leisure (0.0%):
     26     Berjaya Land Berhad.................         16
                                                   --------
Miscellaneous (0.0%):
     21     Johan Holdings Berhad...............          6
                                                   --------
Real Estate (0.0%):
     13     Malaysian Resources.................          3
                                                   --------
Steel (0.0%):
     54     Malayawata Steel Berhad.............         13
                                                   --------
Telecommunications (0.0%):
     41     Technology Resources Industries
              Berhad............................         24
     88     Tenaga Nasional Berhad..............        188
                                                   --------
                                                        212
                                                   --------
            Total Malaysia......................      1,171
                                                   --------
MEXICO (1.0%):
Banking (0.0%):
    105     Grupo Financiero Banamex Accival SA
              de CV (b).........................         68
                                                   --------
Beverages & Tobacco (0.0%):
     17     Grupo Continental SA................         59
     27     Grupo Embotelladoras de Mexico SA de
              CV................................         63
                                                   --------
                                                        122
                                                   --------
Brewery (0.0%):
     13     Fomento Economico Mexicano SA de CV,
              Class B...........................        104
                                                   --------
Building Products (0.2%):
     10     Apasco SA de CV.....................         69
     32     Cemex SA de CV, Series A (b)........        147
     20     Cemex SA de CV, Series B (b)........        108
     15     Cemex SA de CV, Series CPO (b)......         69
     11     Tolmex SA de CV, Series B2 (b)......         63
                                                   --------
                                                        456
                                                   --------
Diversified (0.3%):
     32     ALFA SA de CV, Class A..............        219
     47     Carso Global Telecom, Series A-1....        188
      6     Desc SA de CV, Series A.............         52
      5     Desc SA de CV, Series B.............         47
      3     Desc SA de CV, Series C.............         31
     41     Grupo Carso SA de CV, Series A-1....        270
                                                   --------
                                                        807
                                                   --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
MEXICO, CONTINUED:
Engineering (0.0%):
     50     Empresas ICA Sociedad Controladora
              SA de CV..........................   $    137
     16     Grupo Tribasa SA de CV (b)..........         48
                                                   --------
                                                        185
                                                   --------
Financial Services (0.0%):
     29     Grupo Financiero Banamex Accival SA
              de CV (b).........................         88
      0     Grupo Financiero Inbursa SA de CV,
              Class B (b)(d)....................          0
                                                   --------
                                                         88
                                                   --------
Food & Household Products (0.1%):
     85     Kimberly-Clark de Mexico SA de CV,
              Class A...........................        403
                                                   --------
Industrial Goods & Services (0.0%):
     19     Grupo Industrial Bimbo SA de CV,
              Series A..........................        180
                                                   --------
Merchandising (0.1%):
     51     Cifra SA de CV, Series C............        114
    118     Cifra SA de CV, Series V............        291
                                                   --------
                                                        405
                                                   --------
Metals & Mining (0.0%):
     33     Grupo Mexico SA, Series B...........        121
     25     Industrias Penoles SA, Series CP....        111
                                                   --------
                                                        232
                                                   --------
Retail-General Merchandise (0.0%):
     39     Controladora Comercial Mexicana SA
              de CV.............................         50
                                                   --------
Retail-Stores/Catalog (0.0%):
     70     El Puerto de Liverpool SA de CV,
              Series 1..........................        115
                                                   --------
Steel (0.0%):
     26     Altos Hornos de Mexico SA (b).......         59
     10     Hylsamex SA.........................         60
                                                   --------
                                                        119
                                                   --------
Telecommunications (0.3%):
     10     Grupo Televisa SA, Series CPO (b)...        195
    300     Telefonos de Mexico SA, Series L....        846
                                                   --------
                                                      1,041
                                                   --------
Tobacco (0.0%):
     22     Empresas La Moderna SA de CV (b)....        120
                                                   --------
</TABLE>
 
Continued

                                       45

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
International Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
MEXICO, CONTINUED:
  Transportation--Shipping (0.0%):
     30     Vitro SA............................   $    131
                                                   --------
                             Wholesale Distribution (0.0%):
     15     Grupo Casa Autrey SA de CV..........         30
                                                   --------
            Total Mexico........................      4,656
                                                   --------
NETHERLANDS (2.7%):
Appliances & Household Products (0.2%):
     14     Philips Electronics NV..............        810
                                                   --------
Banking (0.3%):
     67     ABN Amro Holding NV.................      1,302
                                                   --------
Beverages & Tobacco (0.1%):
      2     Heineken NV.........................        405
                                                   --------
Broadcasting & Publishing (0.1%):
     43     Elsevier NV.........................        691
                                                   --------
Chemicals (0.2%):
      4     Akzo Nobel..........................        767
                                                   --------
Energy (1.0%):
     82     Nlg Royal Dutch Petroleum...........      4,490
                                                   --------
Financial Services (0.3%):
     38     ING Groep NV........................      1,605
                                                   --------
Food Products & Services (0.3%):
     24     Unilever NV CVA.....................      1,505
                                                   --------
Services (0.2%):
     23     Koninklijke Royal PTT Nederland
              NV................................        939
                                                   --------
            Total Netherlands...................     12,514
                                                   --------
NEW ZEALAND (0.3%):
Beverages & Tobacco (0.1%):
    125     Lion Nathan Ltd.....................        281
                                                   --------
Forest Products (0.0%):
     88     Carter Holt Harvey (b)..............        135
     21     Fletcher Challenge Forestry (b).....         18
     22     Fletcher Challenge Paper............         29
                                                   --------
                                                        182
                                                   --------
Telecommunications (0.2%):
    235     Telecom Corp. of New Zealand
              Ltd. (b)..........................      1,138
                                                   --------
            Total New Zealand...................      1,601
                                                   --------
NORWAY (1.1%):
Engineering (0.1%):
      8     Kvaerner ASA........................        386
                                                   --------
Entertainment (0.0%):
     36     NCL Holdings ASA (b)................        129
                                                   --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
                                         NORWAY, CONTINUED:
Forest Products (0.0%):
      6     Norske Skogsindustrier ASA..........   $    167
                                                   --------
Insurance (0.1%):
     54     Storebrand ASA (b)..................        380
                                                   --------
Medical Equipment & Supplies (0.0%):
     43     Hafslund ASA, Class A...............        208
                                                   --------
Metals & Mining (0.0%):
     15     Elkem ASA...........................        194
                                                   --------
Oil & Gas Exploration, Production & Services (0.7%):
      9     Aker ASA, Class A...................        152
     16     Aker ASA, Class B...................        284
     41     Norsk Hydro ASA.....................      1,994
      6     Petroleum Geo-Services ASA (b)......        356
                                                   --------
                                                      2,786
                                                   --------
Pharmaceuticals (0.1%):
      8     Nycomed Amersham (b)................        303
                                                   --------
Transportation & Shipping (0.1%):
     15     Bona Shipholding (b)................        155
     17     Leif Hoegh & Co. ASA................        355
                                                   --------
                                                        510
                                                   --------
            Total Norway........................      5,063
                                                   --------
PHILIPPINES (0.2%):
Banking & Finance (0.0%):
      0     Metropolitan Bank & Trust Co. (d)...          0
                                                   --------
Beverages & Tobacco (0.0%):
     60     San Miguel Corp., Class B...........         75
                                                   --------
Building Products (0.0%):
    374     Southeast Asia Cement Holdings, Inc.
              (b)...............................          5
                                                   --------
Diversified (0.0%):
    306     Ayala Corp., Series B...............        121
                                                   --------
Oil & Gas Exploration, Production & Services (0.0%):
    999     Petron Corp.........................         84
                                                   --------
Telecommunications (0.2%):
     41     Manila Electric Co., Class B........        138
     50     Philippine Long Distance Telephone
              Co. (b)...........................          6
     15     Pilipino Telephone Corp.............        325
                                                   --------
                                                        469
                                                   --------
            Total Phillippines..................        754
                                                   --------
</TABLE>
 
Continued
 
                                       46

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
International Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
PORTUGAL (1.0%):
Banking (0.4%):
     25     Banco Comercial Portugues SA........   $    512
     17     Banco Espirito Santo e Commerical de
              Lisboa SA, Registered.............        496
     23     Banco Internacional do Funchal SA...        176
      1     Banco Totta & Acores SA.............         20
     17     BPI-SGPS SA, Registered.............        412
                                                   --------
                                                      1,616
                                                   --------
Beverages & Tobacco (0.0%):
     11     UNICER-Uniao Cervejeira SA..........        162
                                                   --------
Building Products (0.0%):
      3     Cimpor-Cimentos de Portugal,
              SGPS SA...........................         81
                                                   --------
Food & Household Products (0.2%):
     23     Estabelecimentos Jeronimo Martins &
              Filho SA..........................        731
                                                   --------
Forest Products (0.0%):
      8     Soporcel-Sociedade Portuguesa de
              Celulose SA (b)...................        228
                                                   --------
Industrial Holding Company (0.1%):
     10     Sonae Investimentos SA..............        417
                                                   --------
Insurance (0.1%):
     11     Companhia de Seguros Tranquilidade,
              Registered........................        267
                                                   --------
Retail-General Merchandise (0.0%):
      5     Modelo Continente-Sociedade Gestora
              de Participacoes Sociais SA.......        234
                                                   --------
Telecommunications (0.2%):
     16     Portugal Telecom SA.................        757
                                                   --------
            Total Portugal......................      4,493
                                                   --------
SINGAPORE (0.3%):
Automotive (0.0%):
     15     Cycle & Carriage....................         62
                                                   --------
Electrical Equipment (0.0%):
      3     Creative Technology Ltd.............         61
                                                   --------
Health Care (0.0%):
     13     Parkway Holdings....................         29
                                                   --------
Lodging (0.0%):
    310     Hotel Properties Ltd................        202
                                                   --------
Machinery & Equipment (0.0%):
     19     Van Der Horst Ltd...................          7
                                                   --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
SINGAPORE, CONTINUED:
Real Estate (0.1%):
     30     City Developments Ltd...............   $    138
     39     DBS Land Ltd........................         60
     78     United Industrial Corp., Ltd........         31
     53     United Overseas Land Ltd. (b).......         45
                                                   --------
                                                        274
                                                   --------
Steel (0.0%):
     36     NatSteel Ltd........................         49
                                                   --------
Telecommunications (0.1%):
    334     Singapore Telecommunications
              Ltd. (b)..........................        622
                                                   --------
Transportation & Shipping (0.1%):
    468     Chuan Hup Holdings Ltd..............        142
    347     Neptune Orient Lines Ltd............        137
                                                   --------
                                                        279
                                                   --------
            Total Singapore.....................      1,585
                                                   --------
SOUTH AFRICA (0.5%):
Banking & Finance (0.1%):
      8     Nedcor Ltd..........................        186
      3     Standard Bank Investment Corp.,
              Ltd...............................        150
                                                   --------
                                                        336
                                                   --------
Brewery (0.0%):
      7     South African Breweries Ltd.........        163
                                                   --------
Diversified (0.1%):
      9     Anglovaal Industries Ltd............         17
     11     Barlow Ltd..........................         90
     18     Malbak Ltd..........................         17
     14     Rembrandt Group Ltd.................        103
     22     Smith (C.G.) Ltd....................         92
                                                   --------
                                                        319
                                                   --------
Engineering (0.0%):
     31     Murray & Roberts Holdings Ltd.......         46
                                                   --------
Entertainment (0.0%):
     55     Sun International (South Africa)
              Ltd...............................         23
                                                   --------
Financial Services (0.0%):
     19     Amalgamated Banks of
              South Africa (b)..................        108
     10     First National Bank Holdings Ltd....         85
                                                   --------
                                                        193
                                                   --------
Food & Household Products (0.0%):
      5     Tiger Oats Ltd......................         65
                                                   --------
Food Products & Services (0.0%):
      2     Foodcorp Ltd........................         10
                                                   --------
</TABLE>
 
Continued
 
                                       47

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
International Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
SOUTH AFRICA, CONTINUED:
Forest Products (0.0%):
     11     Nampak Ltd. (b).....................   $     34
     13     Sappi Ltd...........................         63
                                                   --------
                                                         97
                                                   --------
Industrial Goods & Services (0.0%):
      1     Anglo American Industrial Corp.,
              Ltd...............................         27
                                                   --------
Insurance (0.1%):
      8     Liberty Life Association of Africa
              Ltd...............................        193
      6     Southern Life Association Ltd.......         52
                                                   --------
                                                        245
                                                   --------
Metals & Mining (0.2%):
      6     Anglo American Corp. of South Africa
              Ltd...............................        238
      1     Anglo American Gold Investment Co.,
              Ltd...............................         19
     41     Billiton PLC (b)....................        105
      9     DeBeers Centenary AG................        189
      5     Driefontein Consolidated Ltd........         35
      8     Gencor Ltd. (b).....................         13
      2     Gold Fields of South Africa Ltd.....         23
      8     Johnnies Industrial Corp., Ltd......         86
      6     Kloof Gold Mining Company Ltd.......         18
      8     Randfontein Estates Gold Mining
              Co................................         12
      5     Rustenburg Platinum Holdings
              Ltd. (b)..........................         63
      4     Samancor Ltd........................         19
                                                   --------
                                                        820
                                                   --------
Oil & Gas Exploration, Production & Services (0.0%):
     18     Sasol Ltd...........................        189
                                                   --------
Pharmaceuticals (0.0%):
      3     South African Druggists Ltd.........         16
                                                   --------
Retail-General Merchandise (0.0%):
      2     Ellerine Holdings Ltd...............         16
      7     New Clicks Holdings Ltd.............          8
                                                   --------
                                                         24
                                                   --------
            Total South Africa..................      2,573
                                                   --------
SPAIN (4.2%):
Banking (0.8%):
     45     Banco Central Hispanoamericano SA...      1,100
     14     Corporacion Bancaria de Espana SA...        839
     60     Esp Banco Santander Sa..............      1,998
                                                   --------
                                                      3,937
                                                   --------
Banking & Finance (0.6%):
     83     Banco Bilbao Vizcaya SA.............      2,698
                                                   --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
SPAIN, CONTINUED:
Beverages & Tobacco (0.1%):
     12     El Aguila SA (b)....................   $     47
      5     Tabacalera SA, Class A..............        422
                                                   --------
                                                        469
                                                   --------
Building Products (0.0%):
      7     Uralita SA (b)......................         82
                                                   --------
Chemicals (0.0%):
     38     Ercros SA (b).......................         37
                                                   --------
Construction (0.1%):
      7     Dragados Y Construcciones SA........        149
      7     Fomento de Constucciones y Contratas
              SA................................        274
                                                   --------
                                                        423
                                                   --------
Energy (0.3%):
     33     Repsol SA...........................      1,420
                                                   --------
Food & Household Products (0.0%):
     10     Ebro Agricolas, Compania de
              Alimentacion SA (b)...............        167
                                                   --------
Forest Products (0.0%):
      5     Empresa Nacional de Celulosas SA....         67
     24     Sarrio SA...........................         88
                                                   --------
                                                        155
                                                   --------
Gas & Electric Utility (1.1%):
     21     Empresa Nacional de Electricidad
              SA................................        365
    132     Endesa SA...........................      2,335
    113     Iberdrola SA........................      1,484
     40     Union Electric Fenosa SA (b)........        382
                                                   --------
                                                      4,566
                                                   --------
Industrial Holding Company (0.1%):
      3     Corporacion Financiara Alba.........        358
                                                   --------
Insurance (0.0%):
      7     Corporacion Mapfre..................        191
                                                   --------
Oil & Gas Exploration, Production & Services (0.2%):
     18     Gas Natural SDG.....................        954
      5     Viscofan Industria Navarra de
              Envolturas Celulosicas SA.........        118
                                                   --------
                                                      1,072
                                                   --------
Real Estate (0.1%):
      6     Inmobiliaria Metropolitana Vasco
              Central SA........................        284
      4     Vallehermoso SA.....................        123
                                                   --------
                                                        407
                                                   --------
Steel (0.1%):
      2     Acerinox SA (b).....................        323
                                                   --------
</TABLE>
 
Continued
 
                                       48

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
International Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
SPAIN, CONTINUED:
Telecommunications (0.7%):
    120     Telefonica de Espana................   $  3,425
                                                   --------
            Total Spain.........................     19,730
                                                   --------
SWEDEN (1.7%):
Automotive (0.1%):
     14     Volvo AB, Series B..................        370
                                                   --------
Banking & Finance (0.2%):
     27     Skandiaviska Enskilda Banken,
              Class A...........................        347
     11     Svenska Handlesbanken, Class A......        386
                                                   --------
                                                        733
                                                   --------
Engineering (0.1%):
     32     ABB AB, A Shares....................        374
      8     ABB AB, B Shares....................         94
      4     Skanska AB, Series B................        174
                                                   --------
                                                        642
                                                   --------
Forest Products (0.1%):
     15     Stora Kopparbergs Bergslags
              Aktiebolag, Series A..............        190
      6     Stora Kopparbergs Bergslags
              Aktiebolag, Series B..............         71
     16     Svenska Cellulosa AB, Series B......        349
                                                   --------
                                                        610
                                                   --------
Insurance (0.0%):
      4     Skandia Forsakrings AB..............        198
                                                   --------
Machinery & Equipment (0.1%):
     13     Atlas Copco AB, Series A............        397
                                                   --------
Manufacturing-Consumer Goods (0.1%):
      6     Electrolux AB, Series B.............        384
                                                   --------
Metals & Mining (0.0%):
      4     SKF AB, Series B....................         91
      7     Trelleborg AB, Series B.............         90
                                                   --------
                                                        181
                                                   --------
Office Equipment & Services (0.0%):
      5     Esselte AB, Series B................         93
                                                   --------
Pharmaceuticals (0.4%):
     80     Astra AB, A Shares..................      1,379
     26     Astra AB, B Shares..................        442
                                                   --------
                                                      1,821
                                                   --------
Retail-General Merchandise (0.2%):
     19     Hennes & Mauritz AB, B Shares.......        832
                                                   --------
Telecommunications (0.4%):
     48     Telefonaktiebolaget LM Ericsson,
              Series B..........................      1,789
                                                   --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
SWEDEN, CONTINUED:
Tobacco (0.0%):
     20     Swedish Match AB....................   $     67
                                                   --------
            Total Sweden........................      8,117
                                                   --------
SWITZERLAND (2.0%):
Banking (0.1%):
      2     Swiss Bank Corp. (b)................        479
                                                   --------
Chemicals (0.1%):
      4     Ciba Specialty Chemicals AG (b).....        422
                                                   --------
Diversified (0.1%):
      0     Alusuisse-Lonza Holding AG,
              Registered (d)....................        144
      0     SFR ABB AG (d)......................        327
                                                   --------
                                                        471
                                                   --------
Fertilizers (0.0%):
      1     Societe Suisse pour la
              Microelectronique et l'Horlogerie
              AG................................        155
                                                   --------
Financial Services (0.4%):
      5     CS Holding AG, Registered...........        769
      1     Union Bank of Switzerland...........        903
                                                   --------
                                                      1,672
                                                   --------
Food Products & Services (0.2%):
      1     Nestle SA, Registered...............      1,021
                                                   --------
Insurance (0.2%):
      0     Swiss Reinsurance Co., Registered
              (d)...............................        731
                                                   --------
Pharmaceuticals (0.9%):
      2     Novartis AG, Bearer.................      2,590
      0     Roche Holding AG (d)................        617
      0     Roche Holding AG, Bearer (d)........      1,293
                                                   --------
                                                      4,500
                                                   --------
Transportation (0.0%):
      1     Sfr Danzas Holding Ag Reg...........         98
                                                   --------
            Total Switzerland...................      9,549
                                                   --------
THAILAND (0.1%):
Airlines (0.0%):
    136     Thai Airways International Public
              Co., Ltd., Foreign Registered
              Shares (b)........................        151
                                                   --------
Computer Hardware (0.1%):
     70     Shinamatra Computer Public Co.
              Ltd...............................        234
                                                   --------
Metals & Mining (0.0%):
    655     Padaeng Industries Public Co., Ltd.
              (b)...............................        107
                                                   --------
</TABLE>
 
Continued
 
                                       49

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
International Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
THAILAND, CONTINUED:
Telecommunications (0.0%):
     30     Advanced Information Services PLC,
              Foreign Registered Shares.........   $    144
    102     TelecomAsia Corp. Public Co., Ltd.
              (b)...............................         19
                                                   --------
                                                        163
                                                   --------
            Total Thailand......................        655
                                                   --------
TURKEY (1.4%):
Appliances & Household Products (0.0%):
  1,601     Arcelik AS..........................        151
                                                   --------
Automotive (0.0%):
    150     Otosan Otomobil Sanayii AS..........        124
  1,702     Tofas Turk Otomobil Fabrikas AS.....         97
                                                   --------
                                                        221
                                                   --------
Banking & Finance (0.4%):
  9,644     Akbank TAS..........................        850
  8,166     Turkiye Garanti Bankasi AS..........        404
                                                   --------
                                                      1,254
                                                   --------
Beverages & Tobacco (0.0%):
    776     Ege Biracilik ve Malt Sanayi AS.....         70
    554     Ericiyas Biracilik ve Malt
              Sanayii...........................         78
                                                   --------
                                                        148
                                                   --------
Building Products (0.1%):
    847     Akcansa Cimento AS..................        119
    393     Cimentas AS.........................         43
    999     Cimsa Cimento Sanayi ve Ticaret
              AS................................         54
    709     Turk Sise ve Cam Fabrikalari AS
              (b)...............................         52
                                                   --------
                                                        268
                                                   --------
Chemicals (0.0%):
    161     Petkim Petrokimya Holding AS........         87
                                                   --------
Diversified (0.2%):
  2,571     Dogan Sirketler Grubu Holding AS
              (b)...............................        102
  3,371     Koc Holding AS......................        789
                                                   --------
                                                        891
                                                   --------
Electrical & Electronic (0.0%):
     94     Raks Electronik Ev Aletleri.........         24
                                                   --------
Financial Services (0.5%):
  8,925     Turkiye Is Bankasi AS, Class C......      1,617
 11,705     Yapi ve Kredi Bankasi AS............        446
                                                   --------
                                                      2,063
                                                   --------
Food Products & Services (0.0%):
    981     Tat Konserve Sanayii AS.............         46
                                                   --------
Forest Products (0.0%):
    569     Kartonsan Karton Sanayi ve
              Ticaret AS........................         35
                                                   --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
TURKEY, CONTINUED:
Industrial Goods & Services (0.0%):
    455     Kordsa Kord Bezi Sanayi ve Ticaret
              AS................................   $     40
                                                   --------
Manufacturing-Capital Goods (0.0%):
    708     Turk Demir Dokum Fabrikalari AS.....         39
                                                   --------
Metals & Mining (0.0%):
    959     Eregli Demir ve Celik Fabrikalari
              TAS...............................        148
  2,209     Izmir Demir Celik Sanayi AS (b).....         26
                                                   --------
                                                        174
                                                   --------
Oil & Gas Exploration, Production & Services (0.1%):
    395     Aygaz AS............................         73
    548     Petrol Ofisi AS.....................        131
  1,739     Tupras Turkiye Petrol Rafinerileri
              AS (b)............................        198
                                                   --------
                                                        402
                                                   --------
Telecommunications (0.1%):
    109     Cukurova Elektrik AS................        300
    293     Netas-Northern Elektrik
              Telekomunikasyon AS (b)...........        106
                                                   --------
                                                        406
                                                   --------
Textile Products (0.0%):
    206     Aksa Akrilik Kimya Sanayii AS.......         15
                                                   --------
Tire & Rubber (0.0%):
    931     Brisa Bridgestone Sabanci Lastik
              SAN, ve Tic AS....................         65
    145     Goodyear Lastikleri TAS.............         65
                                                   --------
                                                        130
                                                   --------
Transportation (0.0%):
    560     Turk Hava Yollari AO (b)............         99
                                                   --------
Wholesale Distribution (0.0%):
    247     Migros Turk TAS.....................        223
                                                   --------
            Total Turkey........................      6,716
                                                   --------
UNITED KINGDOM (9.4%):
Aerospace & Military Technology (0.3%):
     20     British Aerospace PLC...............        582
     43     Rolls-Royce PLC (b).................        163
     35     Smiths Industries PLC...............        494
                                                   --------
                                                      1,239
                                                   --------
Airlines (0.1%):
     57     British Airways PLC.................        555
                                                   --------
Appliances & Household Products (0.0%):
     24     EMI Group PLC.......................        211
                                                   --------
Auto Parts (0.0%):
     56     LucasVarity PLC.....................        200
                                                   --------
</TABLE>
 
Continued
 
                                       50

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
International Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
UNITED KINGDOM, CONTINUED:
Banking (1.3%):
     73     Abbey Natioanl PLC..................   $  1,253
     75     Barclays PLC........................      1,980
     29     HSBC Holdings PLC...................        744
     49     HSBC Holdings PLC (Hong Kong
              Dollars)..........................      1,209
     26     Royal Bank of Scotland Group PLC....        333
                                                   --------
                                                      5,519
                                                   --------
Beverages & Tobacco (0.4%):
    156     Guinness PLC........................      1,432
     50     Scottish & Newcastle PLC............        608
                                                   --------
                                                      2,040
                                                   --------
Brewery (0.1%):
     35     Bass PLC............................        534
                                                   --------
Broadcasting/Cable (0.1%):
     62     British Sky Broadcasting Group
              PLC...............................        460
                                                   --------
Building Products (0.1%):
     30     Marley PLC..........................         47
     10     Meyer International PLC.............         64
     50     Rugby Group PLC.....................        112
     96     Tarmac PLC..........................        180
                                                   --------
                                                        403
                                                   --------
Chemicals (0.1%):
     33     Imperial Chemical Industries PLC....        510
                                                   --------
Conglomerates (0.2%):
    107     B.A.T. Industries PLC...............        973
                                                   --------
Construction (0.0%):
     44     Taylor Woodrow PLC..................        129
     26     Wilson Connolly Holdings PLC........         66
                                                   --------
                                                        195
                                                   --------
Diversified (0.0%):
     54     Lonrho PLC..........................         82
                                                   --------
Electrical & Electronic (0.3%):
     50     Bowthorpe PLC.......................        312
     57     Electrocomponents PLC...............        427
    100     General Electric Co., PLC...........        657
                                                   --------
                                                      1,396
                                                   --------
Energy (0.7%):
    237     British Petroleum Co., PLC (b)......      3,120
                                                   --------
Engineering (0.0%):
     25     Barratt Developments PLC............         94
                                                   --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
UNITED KINGDOM, CONTINUED:
Financial Services (0.5%):
    176     Lloyds TSB Group PLC................   $  2,272
     55     St. James's Place Capital PLC.......        153
                                                   --------
                                                      2,425
                                                   --------
Food & Household Products (0.3%):
     42     Cadbury Schweppes PLC...............        421
    112     Unilever PLC........................        957
                                                   --------
                                                      1,378
                                                   --------
Food Products & Services (0.1%):
     66     J Sainsbury PLC (b).................        554
                                                   --------
Health & Personal Care (0.8%):
    115     Glaxo Wellcome PLC..................      2,714
     27     Zeneca PLC (b)......................        933
                                                   --------
                                                      3,647
                                                   --------
Industrial Holding Company (0.2%):
     28     BICC Group PLC......................         80
    143     BTR PLC.............................        440
     56     Hanson PLC..........................        251
                                                   --------
                                                        771
                                                   --------
Insurance (0.5%):
     56     Commercial Union PLC................        832
     65     Prudential Corp. PLC................        751
     53     Royal & Sun Alliance Insurance Group
              PLC...............................        528
                                                   --------
                                                      2,111
                                                   --------
Leisure (0.2%):
     58     Granada Group PLC...................        891
     31     Rank Group PLC......................        170
                                                   --------
                                                      1,061
                                                   --------
Machinery & Equipment (0.1%):
     20     GKN PLC.............................        410
                                                   --------
Merchandising (0.1%):
     43     Safeway PLC.........................        244
                                                   --------
Metals & Mining (0.2%):
     89     British Steel PLC (b)...............        192
     72     English China Clays PLC.............        317
     43     RTZ Corp., PLC, Registered..........        494
                                                   --------
                                                      1,003
                                                   --------
Oil & Gas Exploration, Production & Services (0.3%):
    160     BG PLC..............................        720
     61     Harrison & Crossfield PLC...........        141
     50     LASMO PLC...........................        222
     51     Pilkington PLC......................        107
                                                   --------
                                                      1,190
                                                   --------
</TABLE>
 
Continued
 
                                       51

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
International Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
UNITED KINGDOM, CONTINUED:
Paper Products (0.0%):
     41     Rexam PLC...........................   $    201
                                                   --------
Pharmaceuticals (0.4%):
    174     SmithKline Beecham PLC..............      1,791
                                                   --------
Printing & Publishing (0.1%):
     56     Reuters Holdings PLC................        617
                                                   --------
Real Estate (0.2%):
     19     British Land Co., PLC...............        205
     49     Land Securities PLC.................        784
                                                   --------
                                                        989
                                                   --------
Real Estate Investment Trust (0.1%):
     23     Peninsular & Oriental Steam
              Navigation Co.....................        262
                                                   --------
Retail-Stores/Catalog (0.7%):
     46     Boots Co., PLC......................        661
     41     Great Universal Stores PLC..........        506
     90     Marks & Spencer PLC.................        886
     23     Next PLC............................        258
    117     Tesco PLC...........................        944
     21     Thorn PLC...........................         55
                                                   --------
                                                      3,310
                                                   --------
Telecommunications (0.9%):
    249     British Telecommunications PLC......      1,964
     94     Cable & Wireless PLC (b)............        830
    154     Centrica PLC (b)....................        223
     50     National Power PLC..................        496
    127     Vodaphone Group PLC.................        923
                                                   --------
                                                      4,436
                                                   --------
Textile Products (0.0%):
     24     Courtaulds Textiles PLC.............        143
                                                   --------
            Total United Kingdom................     44,074
                                                   --------
UNITED STATES (1.0%):
Aluminum (0.0%):
     16     Indian Aluminum Company Ltd. GDR
              (b)...............................         31
                                                   --------
Automotive (0.1%):
     14     Mahindra & Mahindra Ltd. GDR........        145
     16     Tata Engineering & Locomotive Co.,
              Ltd. GDR..........................        137
                                                   --------
                                                        282
                                                   --------
Beverages & Tobacco (0.1%):
      7     Compania Cervezas Unidas SA ADR.....        197
      7     Embotelladora Andina SA ADR.........        133
      3     Vina Concho y Toro SA ADR...........         76
                                                   --------
                                                        406
                                                   --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
UNITED STATES, CONTINUED:
Building Products (0.0%):
     19     Gujarat Ambuja Cements
              Ltd. GDR..........................   $    132
                                                   --------
Chemicals (0.1%):
     10     Indian Petrochemicals Corp., Ltd.
              GDR...............................         48
     41     Indo Gulf Fertilizers and Chemicals
              Corp., Ltd. GDR...................         37
      6     Quimica Y Minera Chile SA ADR.......        281
      7     United Phosphorus Ltd. GDR..........         21
                                                   --------
                                                        387
                                                   --------
Diversified (0.1%):
     13     Grasim Industries Ltd. GDR..........        140
     19     ITC Ltd. GDR (b)....................        296
      2     U.S. Industries, Inc................         73
                                                   --------
                                                        509
                                                   --------
Forest Products (0.0%):
     12     Maderas Y Sinteticos Anonima SA
              ADR...............................        113
                                                   --------
Gas & Electric Utility (0.3%):
     12     Chilectra SA ADR....................        298
     12     Chilgener SA ADR....................        291
     13     Enersis SA ADR......................        380
                                                   --------
                                                        969
                                                   --------
Hotels & Lodging (0.0%):
      6     East India Hotels Ltd. GDR..........         72
      8     Indian Hotels Co., Ltd. GDR (b).....        147
                                                   --------
                                                        219
                                                   --------
Manufacturing-Capital Goods (0.0%):
      5     Ashok Leyland Ltd. GDR..............         13
     27     India Cements Ltd. GDR..............         51
     14     Larsen & Toubro Ltd. GDR............        145
                                                   --------
                                                        209
                                                   --------
Metals & Mining (0.0%):
      8     Madeco SA ADR.......................        116
     20     Steel Authority of India Ltd. GDR...         64
                                                   --------
                                                        180
                                                   --------
Packaging (0.0%):
      9     Cristalerias de Chile ADR...........        123
                                                   --------
Pharmaceuticals (0.1%):
      5     Laboratorio Chile ADR...............        105
      9     Ranbaxy Laboratories Ltd. GDR.......        230
                                                   --------
                                                        335
                                                   --------
</TABLE>
 
Continued
 
                                       52

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
International Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                       COMMON STOCKS, CONTINUED:
UNITED STATES, CONTINUED:
Textile Products (0.2%):
     22     Arvind Mills Ltd. GDR...............   $     43
      7     Bombay Dye & Manufacturing Co. GDR..         18
      1     Century Textile & Industries Ltd.
              GDR...............................         34
     21     Indian Rayon & Industries Ltd. GDR
              (b)...............................         88
      8     Raymond Ltd. GDR....................         21
     59     Reliance Industries Ltd. GDR (b)....        495
                                                   --------
                                                        699
                                                   --------
Transportation (0.0%):
     11     Bajaj Auto Ltd. GDR.................        207
                                                   --------
Transportation--Shipping (0.0%):
     21     Great Eastern Shipping Co. GDR
              (b)...............................        110
                                                   --------
            Total United States.................      4,911
                                                   --------
  Total Common Stocks...........................    450,206
                                                   --------
PREFERRED STOCKS (1.7%):
AUSTRALIA (0.2%):
Media (0.2%):
    223     News Corp. Ltd......................      1,105
                                                   --------
BRAZIL (0.5%):
Banking (0.1%):
 18,213     Banco Bradesco SA...................        180
    201     Banco Itau SA (b)...................        108
                                                   --------
                                                        288
                                                   --------
Beverages & Tobacco (0.0%):
    151     Companhia Cervejaria Brahma (b).....        101
                                                   --------
Electric Utility (0.1%):
  1,704     Cia Energetica de Sao Paolo (b).....        102
  3,073     Companhia Energetica de Minas
              Gerais............................        134
                                                   --------
                                                        236
                                                   --------
Forest Products (0.0%):
     90     Sadia-Concordia SA..................         59
                                                   --------
Oil & Gas Exploration, Production & Services (0.1%):
  2,019     Petroleo Brasileiro SA..............        472
                                                   --------
Steel (0.0%):
      7     Companhia Vale do Rio Doce (b)......        134
                                                   --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
PREFERRED STOCKS, CONTINUED:
BRAZIL, CONTINUED:
Telecommunications (0.2%):
  8,769     Telecomunicacoes Brasileiras SA.....   $  1,001
    441     Telecomunicacoes de Sao Paolo SA....        117
                                                   --------
                                                      1,118
                                                   --------
            Total Brazil........................      2,408
                                                   --------
GERMANY (0.8%):
Automotive (0.1%):
      1     Volkswagen AG.......................        562
                                                   --------
Business Service (0.4%):
      6     SAP AG..............................      1,839
                                                   --------
Gas & Electric Utility (0.3%):
     35     RWE AG..............................      1,492
                                                   --------
            Total Germany.......................      3,893
                                                   --------
GREECE (0.1%):
Telecommunications (0.1%):
      6     Intracom SA.........................        267
                                                   --------
ITALY (0.1%):
Automotive (0.1%):
    218     Fiat SpA (b)........................        333
                                                   --------
  Total Preferred Stocks                              8,006
                                                   --------
U.S. TREASURY OBLIGATIONS (0.1%):
U.S. Treasury Bills (0.1%):
 $  390     1/2/98 (e)..........................        390
                                                   --------
  Total U.S. Treasury Obligations                       390
                                                   --------
REPURCHASE AGREEMENTS (3.1%):
United States (3.1%):
 14,423     State Street Bank, 5.00%, 1/2/98
              (Collateralized by $14,545 U.S.
              Treasury Securities, 6.13%,
              12/31/01, market value $14,713)...     14,423
                                                   --------
  Total Repurchase Agreements                        14,423
                                                   --------
Total (Cost $417,674) (a)                          $473,025
                                                   ========
</TABLE>
 
- ------------
 
Percentages indicated are based on net assets of $468,630.
 
(a) Represents cost for financial reporting purposes and differs from value by
    net unrealized appreciation of securities as follows
    (amounts in thousands):
 
<TABLE>
                   <S>                                                           <C>
                   Unrealized appreciation.....................................  $115,820
                   Unrealized depreciation.....................................   (60,623)
                                                                                 --------
                   Net unrealized appreciation.................................  $ 55,197
                                                                                 ========
</TABLE>
 
(b) Non-income producing securities.
 
Continued
 
                                       53

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
International Equity Index Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
(c) A portion of this security was loaned as of December 31, 1997.
 
(d) Amounts are less than 1,000.
 
(e) Serves as collateral for futures contracts.
 
At December 31, 1997, the Portfolio's open futures contracts were as follows:
 
<TABLE>
<CAPTION>
                                                                       CURRENT
  NUMBER                                                    OPENING    MARKET
    OF                                                     POSITIONS    VALUE
CONTRACTS                   CONTRACT TYPE                    (000)      (000)
- ----------  ---------------------------------------------  ---------   -------
<C>         <S>                                            <C>         <C>
    18      Long Nikkei 225 March 1998 Future               $1,452     $1,365
    16      Long Eurotop 100 March 1998 Future               3,681      3,726
                                                            ------     ------
                                                             5,133      5,091
                                                            ======     ======
ADR  American Depository Receipt
GDR  Global Depository Receipt
</TABLE>
 
At December 31, 1997, 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>
Long Contracts:
 
Belgian Franc              1/15/98      36.8800       4,357   $   118        $ 117        $  (1)
German Mark                 1/5/98       1.7885         809       452          450           (2)
European Currency Unit     3/20/98       0.8931       3,300     3,695        3,639          (56)
French Franc               1/30/98       5.9746       1,895       317          315           (2)
Italian Lire                1/8/98   1,757.8900     891,449       507          504           (3)
Japanese Yen                1/7/98      25.6100     183,000     1,457        1,414          (43)
Japanese Yen               3/12/98     125.6100     387,005     2,977        2,976           (1)
Netherlands Guilder         1/6/98       2.0164         141        70           70           --
Spanish Peseta              1/7/98     151.3600      76,882       508          504           (4)
                                                              -------        ------       -----
Total Long Contracts                                          $10,101        $9,989       $(112)
                                                              =======        ======       =====
 
Short Contracts:
Indonesian Rupiah           1/2/98   5,699.9992    (143,515)  $   (25)       $ (26)       $  (1)
                                                              -------        ------       -----
Total Short Contracts                                         $   (25)       $ (26)       $  (1)
                                                              =======        ======       =====
</TABLE>
 
See notes to financial statements.
 
                                       54

<PAGE>
 
                      (This page intentionally left blank)
 
                                       55

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                           DECEMBER 31, 1997
(Amounts in Thousands, except per share amounts)
(Unaudited)
 
<TABLE>
<CAPTION>
                                                              ASSET ALLOCATION   INCOME EQUITY
                                                                    FUND             FUND
                                                              ----------------   -------------
<S>                                                           <C>                <C>
ASSETS:
Investments, at value.......................................      $197,844         $884,176
Repurchase agreements, at cost..............................         4,876           22,722
                                                                  --------         --------
Total (cost $179,677; $499,296; $687,752; $480,627;
  $600,783; respectively)...................................       202,720          906,898
Cash........................................................             1               --
Interest and dividends receivable...........................         1,329            2,151
Receivable for capital shares issued........................           220              259
Receivable from brokers for investments sold................            --            2,697
Prepaid expenses and other assets...........................             2              174
                                                                  --------         --------
TOTAL ASSETS................................................       204,272          912,179
                                                                  --------         --------
LIABILITIES:
Cash overdraft..............................................            --               11
Dividends payable...........................................           523              935
Payable for capital shares redeemed.........................            30              216
Payable to brokers for investments purchased................            --            4,363
Payable for variation margin on futures contracts...........             2               --
Accrued expenses and other payables:
    Investment advisory fees................................            93              532
    Administration fees.....................................            13              123
    12b-1 fees..............................................            65              118
    Other...................................................            88              179
                                                                  --------         --------
TOTAL LIABILITIES...........................................           814            6,477
                                                                  --------         --------
NET ASSETS:
Capital.....................................................       178,352          483,768
Undistributed (distributions in excess) of net investment
  income....................................................           (15)              23
Accumulated undistributed net realized gains (losses) from
  investment, options and futures transactions..............         2,026           14,309
Net unrealized appreciation (depreciation) from investments
  and futures...............................................        23,095          407,602
                                                                  --------         --------
NET ASSETS..................................................      $203,458         $905,702
                                                                  ========         ========
NET ASSETS:
    Fiduciary...............................................      $ 94,794         $689,912
    Class A.................................................        38,874           96,787
    Class B.................................................        69,790          118,646
    Class C.................................................            --              357
                                                                  --------         --------
Total.......................................................      $203,458         $905,702
                                                                  ========         ========
OUTSTANDING UNITS OF BENEFICIAL INTEREST (SHARES):
    Fiduciary...............................................         7,531           32,103
    Class A.................................................         3,085            4,509
    Class B.................................................         5,517            5,517
    Class C.................................................            --               17
                                                                  ========         ========
Total.......................................................        16,133           42,146
                                                                  ========         ========
Net Asset Value:
    Fiduciary Offering and redemption price per share.......      $  12.59         $  21.49
                                                                  ========         ========
    Class A Redemption price per share......................      $  12.60         $  21.47
                                                                  ========         ========
        Maximum sales charge................................         4.50%             4.50%
                                                                  ========         ========
        Maximum offering price per share (100%/(100%-maximum
        sales charge) of net asset value adjusted to nearest
        cent)...............................................      $  13.19         $  22.48
                                                                  ========         ========
    Class B Offering price per share (b)....................      $  12.65         $  21.50
                                                                  ========         ========
    Class C Offering price per share (b)....................      $     --         $  21.51
                                                                  ========         ========
</TABLE>
 
- ------------
 
(a) Amount is less than 1,000.
(b) Redemption price per Class B and Class C shares varies based on length of
time shares are held.
 
See notes to financial statements.
 
                                       56

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                           DECEMBER 31, 1997
(Amounts in Thousands, except per share amounts)
(Unaudited)
 
<TABLE>
<CAPTION>
                        VALUE
      EQUITY INDEX      GROWTH         LARGE COMPANY
          FUND           FUND           VALUE FUND
      ------------   ------------      -------------
<S>   <C>            <C>               <C>
        $957,204       $569,769          $687,851
          16,318         10,034            61,507
        --------       --------          --------
         973,522        579,803           749,358
              26              1                 1
           1,332            760               995
           1,182             62                31
              --             --            15,151
              16              6                10
        --------       --------          --------
         976,078        580,632           765,546
        --------       --------          --------
              --             --                --
             954            391               813
          15,071            111               171
              --             --            23,939
               4              4                --
              81            356               456
              97             82               106
             229             24                15
             396            109               449
        --------       --------          --------
          16,832          1,077            25,949
        --------       --------          --------
         660,888        470,302           574,172
              --              1               (79)
          12,300          9,953            16,941
         286,058         99,299           148,563
        --------       --------          --------
        $959,246       $579,555          $739,597
        ========       ========          ========
        $567,634       $505,228          $709,375
         150,595         59,719            17,408
         240,865         14,607            12,814
             152              1                --
        --------       --------          --------
        $959,246       $579,555          $739,597
        ========       ========          ========
          24,402         43,732            46,693
           6,475          5,174             1,141
          10,361          1,271               835
               7             --(a)             --
        ========       ========          ========
          41,245         50,177            48,669
        ========       ========          ========
        $  23.26       $  11.55          $  15.19
        ========       ========          ========
        $  23.26       $  11.54          $  15.25
        ========       ========          ========
            4.50%          4.50%             4.50%
        ========       ========          ========
        $  24.36       $  12.08          $  15.97
        ========       ========          ========
        $  23.25       $  11.49          $  15.34
        ========       ========          ========
        $  23.26       $  11.54          $     --
        ========       ========          ========
</TABLE>
 
                                       57

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                           DECEMBER 31, 1997
(Amounts in Thousands, except per share amounts)
(Unaudited)
 
<TABLE>
<CAPTION>
                                                                  DISCIPLINED VALUE      LARGE COMPANY
                                                                        FUND              GROWTH FUND
                                                                  -----------------      -------------
<S>                                                               <C>                    <C>
ASSETS:
Investments, at value.......................................          $629,791            $1,601,414
Repurchase agreements, at cost..............................            15,355                16,845
                                                                      --------            ----------
Total (cost $495,970; $1,124,533; $701,114; $85,403;
  $417,674, respectively)...................................           645,146             1,618,259
Foreign currency, at value (cost $1,490)....................                --                    --
Interest and dividends receivable...........................               680                 2,313
Receivable for capital shares issued........................                22                15,428
Receivable from brokers for investments sold................             1,296                15,237
Deferred organization costs.................................                --                    --
Net receivable for variation margin on futures contracts....                --                    --
Tax reclaim receivable......................................                --                    --
Prepaid expenses and other assets...........................                 8                    17
                                                                      --------            ----------
TOTAL ASSETS................................................           647,152             1,651,254
                                                                      --------            ----------
LIABILITIES:
Cash overdraft..............................................                 3                    14
Dividends payable...........................................               484                   584
Payable for capital shares redeemed.........................                10                   298
Payable to brokers for investments purchased................                --                57,835
Net payable for variation margin on futures contracts.......                --                    --
Payable for forward foreign currency contracts..............                --                    --
Accrued expenses and other payables:
    Investment advisory fees................................               392                   941
    Administration fees.....................................                91                   217
    12b-1 fees..............................................                27                   184
    Other...................................................               150                   412
                                                                      --------            ----------
TOTAL LIABILITIES...........................................             1,157                60,485
                                                                      --------            ----------
NET ASSETS:
Capital.....................................................           485,221             1,085,700
Undistributed (distributions in excess) of net investment
  income....................................................               (37)                   46
Accumulated undistributed net realized gains (losses) from
  investment, options and futures transactions..............            11,635                11,297
Net unrealized appreciation (depreciation) from investments,
  futures and translation of assets and liabilities in
  foreign currencies........................................           149,176               493,726
                                                                      --------            ----------
NET ASSETS..................................................          $645,995            $1,590,769
                                                                      ========            ==========
NET ASSETS:
    Fiduciary...............................................          $591,390            $1,253,716
    Class A.................................................            29,367               152,579
    Class B.................................................            25,238               184,424
    Class C.................................................                --                    50
                                                                      --------            ----------
Total.......................................................          $645,995            $1,590,769
                                                                      ========            ==========
OUTSTANDING UNITS OF BENEFICIAL INTEREST (SHARES):
    Fiduciary...............................................            36,772                68,733
    Class A.................................................             1,822                 8,139
    Class B.................................................             1,571                10,051
    Class C.................................................                --                     3
                                                                      ========            ==========
Total.......................................................            40,165                86,926
                                                                      ========            ==========
Net Asset Value :
    Fiduciary Offering and redemption price per share.......          $  16.08            $    18.24
                                                                      ========            ==========
    Class A Redemption price per share......................          $  16.12            $    18.75
                                                                      ========            ==========
        Maximum sales charge................................              4.50%                 4.50%
                                                                      ========            ==========
        Maximum offering price per share (100%/(100%-maximum
        sales charge) of net asset value adjusted to nearest
        cent)...............................................             16.88            $    19.63
                                                                      ========            ==========
    Class B Offering price per share (b)....................          $  16.06            $    18.35
                                                                      ========            ==========
    Class C Offering price per share (b)....................                --            $    18.21
                                                                      ========            ==========
</TABLE>
 
- ------------
 
(a) Amount is less than 1,000.
(b) Redemption price per Class B and Class C shares varies based on length of
time shares are held.
 
See notes to financials.
 
                                       58
<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                           DECEMBER 31, 1997
(Amounts in Thousands, except per share amounts)
(Unaudited)
 
<TABLE>
<CAPTION>
            GROWTH              SMALL           INTERNATIONAL
         OPPORTUNITIES      CAPITALIZATION      EQUITY INDEX
             FUND                FUND               FUND
         -------------      --------------      -------------
<S>      <C>                <C>                 <C>
           $814,383            $105,248           $458,602
             35,429               4,619             14,423
           --------            --------           --------
            849,812             109,867            473,025
                 --                  --              1,490
                454                  73                286
                449                  10                 94
             23,944                 749              2,009
                 --                  --                  2
                 --                  33                 --
                 --                  --                471
                 10                  --                  6
           --------            --------           --------
            874,669             110,732            477,383
           --------            --------           --------
                  7                  --                  4
             15,098                  --                621
                176                   2                  9
                 --                 305              7,400
                 --                  --                  1
                 --                  --                113
                498                  68                215
                115                  14                 68
                 63                   8                 12
                187                  53                310
           --------            --------           --------
             16,144                 450              8,753
           --------            --------           --------
            722,544              77,724            425,231
             (2,006)               (366)            (2,574)
            (10,711)              8,355             (9,224)
            148,698              24,569             55,197
           --------            --------           --------
           $858,525            $110,282           $468,630
           ========            ========           ========
           $733,898            $ 86,817           $441,609
             62,939              18,477             16,236
             61,686               4,987             10,784
                  2                   1                  1
           --------            --------           --------
           $858,525            $110,282           $486,630
           ========            ========           ========
             37,762               7,653             28,996
              3,262               1,630              1,065
              3,317                 447                730
               --(a)               --(a)              --(a)
           ========            ========           ========
             44,341               9,730             30,791
           ========            ========           ========
           $  19.44            $  11.34           $  15.23
           ========            ========           ========
           $  19.30            $  11.33           $  15.25
           ========            ========           ========
               4.50%               4.50%              4.50%
           ========            ========           ========
           $  20.21            $  11.86           $  15.97
           ========            ========           ========
           $  18.60            $  11.16           $  14.76
           ========            ========           ========
           $  19.41            $  11.33           $  15.23
           ========            ========           ========
</TABLE>

                                       59
<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS              FOR THE SIX MONTHS ENDED DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
                                           ASSET ALLOCATION   INCOME EQUITY   EQUITY INDEX   VALUE GROWTH   LARGE COMPANY
                                                 FUND             FUND            FUND           FUND        VALUE FUND
                                           ----------------   -------------   ------------   ------------   -------------
<S>                                        <C>                <C>             <C>            <C>            <C>
INVESTMENT INCOME:
Interest income..........................      $ 2,952           $ 1,177        $   836        $   799         $ 1,055
Dividend income..........................          730             9,338          7,295          3,879           7,508
Income from securities lending...........           26                55            108             70              83
                                               -------           -------        -------        -------         -------
Total Income.............................        3,708            10,570          8,239          4,748           8,646
                                               -------           -------        -------        -------         -------
EXPENSES:
Investment advisory fees.................          605             3,075          1,335          2,018           2,712
Administration fees......................          153               683            731            448             602
12b-1 fees (Class A).....................           61               159            223             94              29
12b-1 fees (Class B).....................          285               505          1,050             64              56
12b-1 fees (Class C).....................           --                 1             --             --              --
Custodian and accounting fees............           35                42            102             39              35
Legal and audit fees.....................            3                28             17             12              12
Trustees' fees and expenses..............            1                 7              8              5               6
Transfer agent fees......................          108               211            457             73              56
Registration and filing fees.............           25                81             85             53              28
Printing costs...........................           13                74             85             48              44
Other....................................           16                20             13              6              17
                                               -------           -------        -------        -------         -------
Total expenses before waivers............        1,305             4,886          4,106          2,860           3,597
Less waivers.............................         (195)              (45)        (1,339)           (27)             (8)
                                               -------           -------        -------        -------         -------
Net Expenses.............................        1,110             4,841          2,767          2,833           3,589
                                               -------           -------        -------        -------         -------
Net Investment Income....................        2,598             5,729          5,472          1,915           5,057
                                               -------           -------        -------        -------         -------
REALIZED / UNREALIZED GAINS (LOSSES) FROM
  INVESTMENTS, OPTIONS AND FUTURES:
Net realized gains (losses) from
  investments, options and futures
  transactions...........................        8,100            40,769         17,428         39,963          44,331
Net change in unrealized appreciation
  (depreciation) from investments,
  options and futures....................        5,887            27,462         59,085         22,345          19,320
                                               -------           -------        -------        -------         -------
Net realized/unrealized gains (losses)
  from investments, options and
  futures................................       13,987            68,231         76,513         62,308          63,651
                                               -------           -------        -------        -------         -------
Change in net assets resulting from
  operations.............................      $16,585           $73,960        $81,985        $64,223         $68,708
                                               =======           =======        =======        =======         =======
</TABLE>
 
See notes to financial statements.
 
                                       60

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS              FOR THE SIX MONTHS ENDED DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
                                                                            GROWTH           SMALL        INTERNATIONAL
                                           DISCIPLINED   LARGE COMPANY   OPPORTUNITIES   CAPITALIZATION   EQUITY INDEX
                                           VALUE FUND     GROWTH FUND        FUND             FUND            FUND
                                           -----------   -------------   -------------   --------------   -------------
<S>                                        <C>           <C>             <C>             <C>              <C>
INVESTMENT INCOME:
Interest income..........................   $    294       $    370         $   407         $   141         $     --
Dividend income..........................      5,420          9,409           1,627             264            3,207
Income from securities lending...........        113            126             284              47               --
Foreign tax withholding..................         --             --              --              --             (327)
                                            --------       --------         -------         -------         --------
Total Income.............................      5,827          9,905           2,318             452            2,880
                                            --------       --------         -------         -------         --------
EXPENSES:
Investment advisory fees.................      2,298          5,427           2,924             410            1,300
Administration fees......................        510          1,205             649              91              389
12b-1 fees (Class A).....................         47            249             100              33               27
12b-1 fees (Class B).....................        115            809             259              22               54
Custodian and accounting fees............         41             74              76              23              316
Legal and audit fees.....................          7             33              12               5                2
Organization costs.......................         --             --              --              --                2
Trustees' fees and expenses..............          4             13               6               1                4
Transfer agent fees......................         76            413             214              49               69
Registration and filing fees.............         17             88              41              12               31
Printing costs...........................         38            117              52              25               26
Other....................................         16             32              20               8                7
                                            --------       --------         -------         -------         --------
Total expenses before waivers............      3,169          8,460           4,353             679            2,227
Less waivers.............................        (13)           (71)            (29)            (37)              (8)
                                            --------       --------         -------         -------         --------
Net Expenses.............................      3,156          8,389           4,324             642            2,219
                                            --------       --------         -------         -------         --------
Net Investment Income (Loss).............      2,671          1,516          (2,006)           (190)             661
                                            --------       --------         -------         -------         --------
REALIZED / UNREALIZED GAINS (LOSSES) FROM
  INVESTMENTS, OPTIONS, FUTURES AND
  FOREIGN CURRENCIES:
Net realized gains (losses) from
  investments, options, futures, and
  foreign currency transactions..........     68,149        113,398          59,810          15,383              (19)
Net change in unrealized appreciation
  (depreciation) from investments,
  options, futures and translation of
  assets and liabilities in foreign
  currencies.............................     50,897         12,442          38,036             444          (35,526)
                                            --------       --------         -------         -------         --------
Net realized/unrealized gains (losses)
  from investments, futures, options, and
  foreign currency.......................    119,046        125,840          97,846          15,827          (35,545)
                                            --------       --------         -------         -------         --------
Change in net assets resulting from
  operations.............................   $121,717       $127,356         $95,840         $15,637         $(34,884)
                                            ========       ========         =======         =======         ========
</TABLE>
 
See notes to financial statements.
 
                                       61

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
(Amounts in Thousands)
 
<TABLE>
<CAPTION>
                                                                ASSET ALLOCATION FUND          INCOME EQUITY FUND
                                                              --------------------------   --------------------------
                                                               SIX MONTHS                   SIX MONTHS
                                                                 ENDED       YEAR ENDED       ENDED       YEAR ENDED
                                                              DECEMBER 31,    JUNE 30,     DECEMBER 31,    JUNE 30,
                                                                  1997          1997           1997          1997
                                                              ------------   -----------   ------------   -----------
                                                              (UNAUDITED)                  (UNAUDITED)
<S>                                                           <C>            <C>           <C>            <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
    Net investment income (loss)............................    $  2,598      $  4,173       $  5,729      $  9,950
    Net realized gains (losses) from investments, options
      and futures transactions..............................       8,100        15,867         40,769        63,053
    Net change in unrealized appreciation (depreciation)
      from investments, options and futures.................       5,887         4,463         27,462        89,271
                                                                --------      --------       --------      --------
Change in net assets resulting from operations..............      16,585        24,503         73,960       162,274
                                                                --------      --------       --------      --------
DISTRIBUTIONS TO FIDUCIARY SHAREHOLDERS:
    From net investment income..............................      (1,466)       (2,678)        (4,833)       (8,549)
    In excess of net investment income......................          --           (11)            --           (14)
    From net realized gains from investment transactions....     (10,063)       (2,959)       (62,899)      (10,510)
DISTRIBUTIONS TO CLASS A SHAREHOLDERS:
    From net investment income..............................        (515)         (764)          (580)         (948)
    In excess of net investment income......................          --            (3)            --            (2)
    From net realized gains from investment transactions....      (3,738)         (974)        (9,117)       (1,743)
DISTRIBUTIONS TO CLASS B SHAREHOLDERS:
    From net investment income..............................        (637)         (731)          (287)         (453)
    In excess of net investment income......................          --            (3)            --            (1)
    From net realized gains from investment transactions....      (6,134)       (1,129)       (10,250)       (1,424)
DISTRIBUTIONS TO CLASS C SHAREHOLDERS:
    From net investment income..............................          --            --             (1)           --
    From net realized gains from investment transactions....          --            --            (11)           --
                                                                --------      --------       --------      --------
Change in net assets from shareholder distributions.........     (22,553)       (9,252)       (87,978)      (23,644)
                                                                --------      --------       --------      --------
CAPITAL TRANSACTIONS:
    Proceeds from shares issued.............................      50,451        74,038         96,955       113,454
    Proceeds from shares issued in conversion...............          --        37,254         70,389       283,942
    Dividends reinvested....................................      14,633         6,840         35,241        11,938
    Cost of shares redeemed.................................     (25,908)      (49,880)       (90,366)     (135,743)
                                                                --------      --------       --------      --------
Change in net assets from share transactions................      39,176        68,252        112,219       273,591
                                                                --------      --------       --------      --------
Change in net assets........................................      33,208        83,503         98,201       412,221
NET ASSETS:
    Beginning of period.....................................     170,250        86,747        807,501       395,280
                                                                --------      --------       --------      --------
    End of period...........................................    $203,458      $170,250       $905,702      $807,501
                                                                ========      ========       ========      ========
SHARE TRANSACTIONS:
    Issued..................................................       3,877         6,114          4,436         6,001
    Issued in conversion....................................          --         3,076          3,342        14,913
    Reinvested..............................................       1,151           573          1,645           656
    Redeemed................................................      (1,988)       (4,071)        (4,096)       (7,141)
                                                                --------      --------       --------      --------
Change in shares............................................       3,040         5,692          5,327        14,429
                                                                ========      ========       ========      ========
Undistributed (distributions in excess of) net investment
  income included in net assets:
    End of period...........................................    $    (15)     $      5       $     23      $     (5)
                                                                ========      ========       ========      ========
</TABLE>
 
See notes to financial statements.
 
                                       62

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
          EQUITY INDEX FUND            VALUE GROWTH FUND         LARGE COMPANY VALUE FUND
      --------------------------   --------------------------   --------------------------
       SIX MONTHS                   SIX MONTHS                   SIX MONTHS
         ENDED       YEAR ENDED       ENDED       YEAR ENDED       ENDED       YEAR ENDED
      DECEMBER 31,    JUNE 30,     DECEMBER 31,    JUNE 30,     DECEMBER 31,    JUNE 30,
          1997          1997           1997          1997           1997          1997
      ------------   -----------   ------------   -----------   ------------   -----------
      (UNAUDITED)                  (UNAUDITED)                  (UNAUDITED)
<S>   <C>            <C>           <C>            <C>           <C>            <C>
        $  5,472      $  9,130       $  1,915      $  3,251       $  5,057      $ 12,627
          17,428        20,871         39,963        42,586         44,331        17,493
          59,085       140,765         22,345        51,518         19,320       126,134
        --------      --------       --------      --------       --------      --------
          81,985       170,766         64,223        97,355         68,708       156,254
        --------      --------       --------      --------       --------      --------
          (4,056)       (7,178)        (1,789)       (2,906)        (5,005)      (12,228)
              --            --             --            --             --            --
         (14,824)       (3,288)       (54,060)      (36,353)       (41,719)      (47,388)
            (782)         (899)          (136)         (316)           (95)         (209)
              --            --             --            --             --            --
          (3,454)         (420)        (6,125)       (5,893)        (1,000)         (904)
            (634)         (780)            (1)          (16)           (37)          (69)
              --            --             --            --             --            --
          (5,722)         (629)        (1,479)         (992)          (700)         (410)
              --            --             --            --             --            --
              (1)           --             --            --             --            --
        --------      --------       --------      --------       --------      --------
         (29,473)      (13,194)       (63,590)      (46,476)       (48,556)      (61,208)
        --------      --------       --------      --------       --------      --------
         235,619       372,043        118,809       236,686         66,908       165,729
              --            --             --            --             --        63,222
          14,720         6,593         30,433        39,472         23,837        26,644
         (91,461)     (180,134)       (58,980)      (70,246)       (81,576)     (238,407)
        --------      --------       --------      --------       --------      --------
         158,878       198,502         90,262       205,912          9,169        17,188
        --------      --------       --------      --------       --------      --------
         211,390       356,074         90,895       256,791         29,321       112,234
         747,856       391,782        488,660       231,869        710,276       598,042
        --------      --------       --------      --------       --------      --------
        $959,246      $747,856       $579,555      $488,660       $739,597      $710,276
        ========      ========       ========      ========       ========      ========
          10,341        20,262          9,997        22,826          4,347        12,629
              --            --             --            --             --         4,655
             645           360          2,627         4,071          1,572         2,051
          (4,043)       (9,830)        (4,916)       (6,738)        (5,252)      (17,923)
        --------      --------       --------      --------       --------      --------
           6,943        10,792          7,708        20,159            667         1,412
        ========      ========       ========      ========       ========      ========
        $     --      $     --       $      1      $     12       $    (79)     $      1
        ========      ========       ========      ========       ========      ========
</TABLE>
 
                                       63
<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
(Amounts in Thousands)
 
<TABLE>
<CAPTION>
                                                                DISCIPLINED VALUE FUND        LARGE COMPANY GROWTH
                                                              --------------------------   --------------------------
                                                               SIX MONTHS                   SIX MONTHS
                                                                 ENDED       YEAR ENDED       ENDED       YEAR ENDED
                                                              DECEMBER 31,    JUNE 30,     DECEMBER 31,    JUNE 30,
                                                                  1997          1997           1997          1997
                                                              ------------   -----------   ------------   -----------
                                                              (UNAUDITED)    (UNAUDITED)
<S>                                                           <C>            <C>           <C>            <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
    Net investment income (loss)............................   $    2,671    $    8,249     $    1,516    $    6,257
    Net realized gains (losses) from investments, options
      and futures transactions..............................       68,149        59,778        113,398       130,961
    Net change in unrealized appreciation (depreciation)
      from investments, options and futures and translation
      of assets and liabilities in foreign currencies.......       50,897        36,525         12,442       186,164
                                                               ----------    ----------     ----------    ----------
Change in net assets resulting from operations..............      121,717       104,552        127,356       323,382
                                                               ----------    ----------     ----------    ----------
DISTRIBUTIONS TO FIDUCIARY SHAREHOLDERS:
    From net investment income..............................       (2,626)       (7,822)        (1,456)       (5,746)
    In excess of net investment income......................           --            --             --            --
    From net realized gains from investment transactions....      (91,826)      (53,221)      (167,063)      (37,414)
DISTRIBUTIONS TO CLASS A SHAREHOLDERS:
    From net investment income..............................          (92)         (274)           (59)         (403)
    In excess of net investment income......................           --            --             --            --
    From net realized gains from investment transactions....       (4,398)       (2,285)       (20,430)       (4,265)
DISTRIBUTIONS TO CLASS B SHAREHOLDERS:
    From net investment income..............................           (7)          (89)            --           (23)
    In excess of net investment income......................           --            --             --            --
    From net realized gains from investment transactions....       (3,742)       (1,855)       (24,184)       (3,785)
    In excess of net realized gains from investment
      transactions..........................................           --            --             --            --
DISTRIBUTIONS TO CLASS C SHAREHOLDERS:
    From net investment income..............................           --            --             --            --
    From net realized gains from investment transactions....           --            --             (4)           --
                                                               ----------    ----------     ----------    ----------
Change in net assets from shareholder distributions.........     (102,691)      (65,546)      (213,196)      (51,636)
                                                               ----------    ----------     ----------    ----------
CAPITAL TRANSACTIONS:
    Proceeds from shares issued.............................       68,541       107,311        189,988       230,983
    Proceeds from shares issued in conversion...............           --        48,296         81,659       289,603
    Dividends reinvested....................................       53,965        32,360        119,759        31,237
    Cost of shares redeemed.................................     (102,247)     (179,880)      (115,839)     (299,888)
                                                               ----------    ----------     ----------    ----------
Change in net assets from share transactions................       20,259         8,087        275,567       251,935
                                                               ----------    ----------     ----------    ----------
Change in net assets........................................       39,285        47,093        189,727       523,681
NET ASSETS:
    Beginning of Period.....................................      606,710       559,617      1,401,042       877,361
                                                               ----------    ----------     ----------    ----------
    End of period...........................................   $  645,995    $  606,710     $1,590,769    $1,401,042
                                                               ==========    ==========     ==========    ==========
SHARE TRANSACTIONS:
    Issued..................................................        4,153         7,390          9,902        14,003
    Issued in conversion....................................           --         3,333          4,595        17,279
    Reinvested..............................................        3,429         2,299          6,447         1,936
    Redeemed................................................       (6,174)      (12,355)        (5,886)      (18,015)
                                                               ----------    ----------     ----------    ----------
Change in shares............................................        1,408           667         15,058        15,203
                                                               ----------    ----------     ----------    ----------
Undistributed net investment income (loss) including in net
  assets:
    End of period...........................................   $      (37)   $       17     $       46    $       45
                                                               ==========    ==========     ==========    ==========
</TABLE>

See notes to financial statements.

                                       64

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
(Amounts in Thousands)
 
<TABLE>
<CAPTION>
      GROWTH OPPORTUNITIES FUND    SMALL CAPITALIZATION FUND    INTERNATIONAL EQUITY INDEX FUND
      --------------------------   --------------------------   -------------------------------
       SIX MONTHS                   SIX MONTHS                    SIX MONTHS
         ENDED       YEAR ENDED       ENDED       YEAR ENDED         ENDED         YEAR ENDED
      DECEMBER 31,    JUNE 30,     DECEMBER 31,    JUNE 30,      DECEMBER 31,       JUNE 30,
          1997          1997           1997          1997            1997             1997
      ------------   -----------   ------------   -----------   ---------------   -------------
      (UNAUDITED)                  (UNAUDITED)                    (UNAUDITED)
<S>   <C>            <C>           <C>            <C>           <C>               <C>
        $ (2,006)     $  7,629       $   (190)     $   (231)       $    661         $  4,485
          59,810        35,797         15,383        10,486             (19)           5,054
          38,036        87,369            444         1,985         (35,526)          51,395
        --------      --------       --------      --------        --------         --------
          95,840       130,795         15,637        12,240         (34,884)          60,934
        --------      --------       --------      --------        --------         --------
              --        (7,053)            --            --            (623)          (4,346)
              --          (669)            --            --              --           (3,417)
         (80,645)      (83,581)        (9,265)       (8,358)        (12,040)          (3,811)
              --          (361)            --            --              (4)             (92)
              --           (34)            --            --              --              (73)
          (7,223)       (4,572)        (1,939)       (1,835)           (435)            (111)
              --          (215)            --            --              --              (47)
              --           (20)            --            --              --               --
          (7,103)       (3,102)          (521)         (302)           (301)             (72)
              --            --             --            --              --              (37)
              ==            ==             ==            ==              ==               ==
        --------      --------       --------      --------        --------         --------
         (94,971)      (99,607)       (11,725)      (10,495)        (13,403)         (12,006)
        --------      --------       --------      --------        --------         --------
         132,564       291,882         16,618        14,236          79,152          191,629
          57,769            --             --            --              --               --
          63,277        56,517         10,294         9,973           8,139            2,834
        (100,644)     (248,384)       (19,994)      (30,774)        (42,918)        (135,282)
        --------      --------       --------      --------        --------         --------
         152,966       100,015          6,918        (6,565)         44,373           59,181
        --------      --------       --------      --------        --------         --------
         153,835       131,203         10,830        (4,820)         (3,914)         108,109
         704,690       573,487         99,452       104,272         472,544          364,435
        --------      --------       --------      --------        --------         --------
        $858,525      $704,690       $110,282      $ 99,452        $468,630         $472,544
        ========      ========       ========      ========        ========         ========
           6,319        16,132          1,335         1,433           4,890           12,777
           3,113            --             --            --              --               --
           3,314         3,283            945         1,042             538              189
          (4,693)      (13,633)        (1,644)       (3,085)         (2,624)          (9,008)
        --------      --------       --------      --------        --------         --------
           8,053         5,782            636          (610)          2,804            3,958
        --------      --------       --------      --------        --------         --------
        $ (2,006)     $     --       $   (366)     $   (176)       $ (2,574)        $ (2,608)
        ========      ========       ========      ========        ========         ========
</TABLE>
 
                                       65

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS                                  DECEMBER 31, 1997
(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 accompanying financial
   statements and financial highlights are those of the Asset Allocation Fund,
   the Income Equity Fund, the Equity Index Fund, the Value Growth Fund, the
   Large Company Value Fund, the Disciplined Value Fund, the Large Company
   Growth Fund, the Growth Opportunities Fund, the Small Capitalization Fund
   (previously named the Gulf South Growth Fund) and the International Equity
   Index Fund (individually a "Fund", collectively the "Funds") only. In 1997
   the investment objective of the Gulf South Growth Fund was changed to permit
   investments in companies headquartered or doing business outside of the
   Southeastern region of the United States, and to focus the Fund's investments
   to a greater extent on investments in the equity securities of small
   capitalization and emerging growth companies. As a result, the name of the
   Fund was changed to The One Group Small Capitalization Fund. Each Fund is a
   diversified mutual fund.
 
   The Funds' investment objectives are as follows:
 
<TABLE>
<CAPTION>
                   FUND                                             OBJECTIVE
                   ----                                             ---------
      <S>                                   <C>
 
      Asset Allocation                      To provide total return while preserving capital.
 
      Income Equity                         Current income through regular payment of dividends with
                                             the secondary goal of achieving capital appreciation by
                                             investing primarily in equity securities.
 
      Equity Index                          Investment results that correspond to the aggregate price
                                             and dividend performance of the securities in the
                                             Standard & Poor's 500 Composite Stock Price Index.
 
      Value Growth Fund                     Long-term capital growth and growth of income with a
                                             secondary objective of providing a moderate level of
                                             current income.
 
      Large Company Value Fund              Capital appreciation with the incidental goal of
                                             achieving current income by investing primarily in
                                             equity securities.
 
      Disciplined Value Fund                Capital appreciation with the secondary goal of achieving
                                             current income by investing primarily in equity
                                             securities.
 
      Large Company Growth Fund             Long-term capital appreciation and growth of income by
                                             investing primarily in equity securities.
 
      Growth Opportunities Fund             Growth of capital and secondarily, current income by
                                             investing primarily in equity securities.
 
      Small Capitalization Fund             Long-term capital growth, primarily by investing in a
                                             portfolio of equity securities of small-capitalization
                                             and emerging growth companies.
 
      International Equity Index Fund       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.
</TABLE>
 
Continued
 
                                       66

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1997
(Unaudited)
 
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. 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.
 
       SECURITY VALUATION
 
   Listed securities are valued at the latest available sales price on the
   principal exchange where such securities are traded. Unlisted securities or
   listed securities for which latest sales prices are not available are valued
   at the mean of the latest bid and asked price in the principal market where
   such securities are normally traded. 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 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 by the Fair
   Value Committee which is comprised of members from Banc One Investment
   Advisors Corporation (the "Advisor") and The One Group Services Company (the
   "Administrator") under 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
   realized gains or losses and unrealized appreciation or depreciation from
   investments due to fluctuations in foreign currency exchange rates is not
   separately disclosed. Such fluctuations are included with the net realized
   and unrealized gain or loss from investments.
 
       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 presented net on the
   Statement of Assets and Liabilities. The forward foreign currency exchange
   contracts are adjusted by the daily exchange rate of the underlying currency
   and any gains or losses are recorded for financial statement purposes as
   unrealized appreciation or depreciation until the contract settlement date.
   Gains or losses from the purchase or sale of forward foreign currency
   contracts having the same settlement date and broker are recorded as realized
   on the date of offset; otherwise gains or losses are recorded as realized on
   settlement date.
 
       REPURCHASE AGREEMENTS
 
       The Funds may invest in repurchase agreements with institutions that are
   deemed by the Advisor to be of good standing and creditworthy under
   guidelines established by the Board of Trustees. Each repurchase
 
Continued
 
                                       67

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1997
(Unaudited)
 
   agreement is recorded at cost. The Fund requires that the securities
   purchased in a repurchase agreement 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.
   Repurchase agreements are considered to be loans under the 1940 Act.
 
       WRITTEN OPTIONS
 
   The Funds may write covered call or secured 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 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.
 
       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 dividends and 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 Advisor to be of good standing and
   creditworthy under guidelines established by the Board of Trustees and when,
   in the judgment of the Advisor, the consideration which can be earned
   currently from such securities loans justifies the attendant risks. Loans are
   subject to termination by the Funds or the borrower at any time, and are,
   therefore, not
 
Continued
 
                                       68

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1997
(Unaudited)
 
   considered to be illiquid investments. As of December 31, 1997, the following
   Funds had securities with the following market values on loan (amounts in
   thousands):
 
<TABLE>
<CAPTION>
                                                              MARKET VALUE
                                                                OF LOANED
                                                               SECURITIES
                                                              -------------
<S>                                                           <C>
Asset Allocation Fund.......................................    $ 21,880
Income Equity Fund..........................................      32,163
Equity Index Fund...........................................      73,806
Value Growth Fund...........................................      41,087
Large Company Value Fund....................................      60,516
Disciplined Value Fund......................................      84,361
Large Company Growth Fund...................................      77,687
Growth Opportunities Fund...................................     154,143
Small Capitalization........................................      11,520
</TABLE>
 
       The loaned securities were fully collateralized by cash and U.S.
       Government securities as of December 31, 1997.
 
       SECURITY TRANSACTIONS AND RELATED INCOME
 
       Security transactions are accounted for on a trade date basis. Net
       realized gains or losses from 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
       the Funds except for the International Equity Index Fund which declares
       and pays dividends, if any, at least 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 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 have been reclassified
       among the components of net assets.
 
Continued
 
                                       69

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1997
(Unaudited)
 
       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
       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.
 
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. The Trust is registered to offer forty series
   and five classes of shares: Fiduciary Class, Class A, Class B, Class C and
   Service Class. Currently, the Trust consists of thirty-three active funds.
   The Funds are each authorized to issue Fiduciary Class, Class A, Class B and
   Class C Shares. Class A Shares are subject to initial sales charges, imposed
   at the time of purchase, in accordance with the Funds' prospectus. Certain
   redemptions of Class B and Class C Shares are subject to contingent deferred
   sales charges in accordance with the Fund's prospectus. As of December 31,
   1997, there were no shareholders in Class C of the Asset Allocation Fund,
   Large Company Value Fund or the Disciplined Value Fund. 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, 1997 and June 30, 1997:
 
Continued
 
                                       70

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1997
(Amounts in Thousands)
 
<TABLE>
<CAPTION>
                                                                ASSET ALLOCATION FUND           INCOME EQUITY FUND
                                                              --------------------------   -----------------------------
                                                               SIX MONTHS                   SIX MONTHS
                                                                 ENDED       YEAR ENDED       ENDED          YEAR ENDED
                                                              DECEMBER 31,    JUNE 30,     DECEMBER 31,       JUNE 30,
                                                                  1997          1997           1997             1997
                                                              ------------   -----------   ------------      -----------
                                                              (UNAUDITED)                  (UNAUDITED)
<S>                                                           <C>            <C>           <C>               <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
  Proceeds from shares issued...............................    $ 16,685      $ 36,157       $ 40,811         $  39,671
  Proceeds from shares issued in conversion.................          --        37,254         70,389           283,942
  Dividends reinvested......................................       3,819         3,380         15,579             7,467
  Cost of shares redeemed...................................     (17,915)      (41,096)       (76,108)         (115,841)
                                                                --------      --------       --------         ---------
  Change in net assets from Fiduciary Share transactions....    $  2,589      $ 35,695       $ 50,671         $ 215,239
                                                                ========      ========       ========         =========
CLASS A SHARES:
  Proceeds from shares issued...............................    $  9,306      $ 14,748       $ 19,607         $  33,483
  Dividends reinvested......................................       4,160         1,663          9,320             2,597
  Cost of shares redeemed...................................      (4,806)       (5,587)        (9,177)          (15,299)
                                                                --------      --------       --------         ---------
  Change in net assets from Class A Share transactions......    $  8,660      $ 10,824       $ 19,750         $  20,781
                                                                ========      ========       ========         =========
CLASS B SHARES:
  Proceeds from shares issued...............................    $ 24,460      $ 23,133       $ 36,193         $  40,300
  Dividends reinvested......................................       6,654         1,797         10,330             1,874
  Cost of shares redeemed...................................      (3,187)       (3,197)        (5,081)           (4,603)
                                                                --------      --------       --------         ---------
  Change in net assets from Class B Share transactions......    $ 27,927      $ 21,733       $ 41,442         $  37,571
                                                                ========      ========       ========         =========
CLASS C SHARES:
  Proceeds from shares issued...............................    $     --      $     --       $    344         $      --
  Dividends reinvested......................................          --            --             12                --
  Cost of shares redeemed...................................          --            --             --                --
                                                                --------      --------       --------         ---------
  Change in net assets from Class C Share transactions......    $     --      $     --       $    356         $      --
                                                                ========      ========       ========         =========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
  Issued....................................................       1,290         3,003          1,887             2,121
  Issued in conversion......................................          --         3,076          3,342            14,913
  Reinvested................................................         302           284            725               412
  Redeemed..................................................      (1,375)       (3,348)        (3,442)           (6,085)
                                                                --------      --------       --------         ---------
  Change in Fiduciary Shares................................         217         3,015          2,512            11,361
                                                                ========      ========       ========         =========
CLASS A SHARES:
  Issued....................................................         713         1,212            889             1,768
  Reinvested................................................         327           139            436               142
  Redeemed..................................................        (369)         (460)          (422)             (814)
                                                                --------      --------       --------         ---------
  Change in Class A Shares..................................         671           891            903             1,096
                                                                ========      ========       ========         =========
CLASS B SHARES:
  Issued....................................................       1,874         1,899          1,644             2,112
  Reinvested................................................         522           150            483               102
  Redeemed..................................................        (244)         (263)          (232)             (242)
                                                                --------      --------       --------         ---------
  Change in Class B Shares..................................       2,152         1,786          1,895             1,972
                                                                ========      ========       ========         =========
CLASS C SHARES:
  Issued....................................................          --            --             16                --
  Reinvested................................................          --            --              1                --
  Redeemed..................................................          --            --             --                --
                                                                --------      --------       --------         ---------
  Change in Class C Shares..................................          --            --             17                --
                                                                ========      ========       ========         =========
</TABLE>

Continued

                                       71

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1997
(Amounts in Thousands)
 
<TABLE>
<CAPTION>
                                                                  EQUITY INDEX FUND              VALUE GROWTH FUND
                                                              --------------------------   -----------------------------
                                                               SIX MONTHS                   SIX MONTHS
                                                                 ENDED       YEAR ENDED       ENDED          YEAR ENDED
                                                              DECEMBER 31,    JUNE 30,     DECEMBER 31,       JUNE 30,
                                                                  1997          1997           1997             1997
                                                              ------------   -----------   ------------      -----------
                                                              (UNAUDITED)                  (UNAUDITED)
<S>                                                           <C>            <C>           <C>               <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
  Proceeds from shares issued...............................    $123,298      $ 193,036      $104,451         $222,240
  Dividends reinvested......................................       4,437          3,889        22,879           32,485
  Cost of shares redeemed...................................     (73,564)      (148,567)      (53,690)         (59,895)
                                                                --------      ---------      --------         --------
  Change in net assets from Fiduciary Share transactions....    $ 54,171      $  48,358      $ 73,640         $194,830
                                                                ========      =========      ========         ========
CLASS A SHARES:
  Proceeds from shares issued...............................    $ 50,323      $  72,287      $ 11,016         $  9,761
  Dividends reinvested......................................       4,051          1,279         6,076            5,980
  Cost of shares redeemed...................................      (9,581)       (25,085)       (4,642)          (9,421)
                                                                --------      ---------      --------         --------
  Change in net assets from Class A Share transactions......    $ 44,793      $  48,481      $ 12,450         $  6,320
                                                                ========      =========      ========         ========
CLASS B SHARES:
  Proceeds from shares issued...............................    $ 61,850      $ 106,720      $  3,341         $  4,685
  Dividends reinvested......................................       6,231          1,425         1,478            1,007
  Cost of shares redeemed...................................      (8,316)        (6,482)         (648)            (930)
                                                                --------      ---------      --------         --------
  Change in net assets from Class B Share transactions......    $ 59,765      $ 101,663      $  4,171         $  4,762
                                                                ========      =========      ========         ========
CLASS C SHARES:
  Proceeds from shares issued...............................    $    148      $      --      $      1         $     --
  Dividends reinvested......................................           1             --            --(a)            --
  Cost of shares redeemed...................................          --             --            --               --
                                                                --------      ---------      --------         --------
  Change in net assets from Class C Share transactions......    $    149      $      --      $      1         $     --
                                                                ========      =========      ========         ========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
  Issued....................................................       5,413         10,607         8,788           21,444
  Reinvested................................................         193            215         1,980            3,352
  Redeemed..................................................      (3,259)        (8,036)       (4,474)          (5,755)
                                                                --------      ---------      --------         --------
  Change in Fiduciary Shares................................       2,347          2,786         6,294           19,041
                                                                ========      =========      ========         ========
CLASS A SHARES:
  Issued....................................................       2,206          3,962           928              929
  Reinvested................................................         178             69           520              615
  Redeemed..................................................        (419)        (1,452)         (388)            (893)
                                                                --------      ---------      --------         --------
  Change in Class A Shares..................................       1,965          2,579         1,060              651
                                                                ========      =========      ========         ========
CLASS B SHARES:
  Issued....................................................       2,715          5,693           281              453
  Reinvested................................................         274             76           127              104
  Redeemed..................................................        (365)          (342)          (54)             (90)
                                                                --------      ---------      --------         --------
  Change in Class B Shares..................................       2,624          5,427           354              467
                                                                ========      =========      ========         ========
CLASS C SHARES:
  Issued....................................................           7             --            --(a)            --
  Reinvested................................................          --(a)          --            --(a)            --
  Redeemed..................................................          --             --            --               --
                                                                --------      ---------      --------         --------
  Change in Class C Shares..................................           7             --            --(a)            --
                                                                ========      =========      ========         ========
</TABLE>
 
- ------------
 
(a) Amount is less than 1,000.
 
Continued
 
                                       72

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1997
(Amounts in Thousands)
 
<TABLE>
<CAPTION>
                                                               LARGE COMPANY VALUE FUND       DISCIPLINED VALUE FUND
                                                              --------------------------   -----------------------------
                                                               SIX MONTHS                   SIX MONTHS
                                                                 ENDED       YEAR ENDED       ENDED          YEAR ENDED
                                                              DECEMBER 31,    JUNE 30,     DECEMBER 31,       JUNE 30,
                                                                  1997          1997           1997             1997
                                                              ------------   -----------   ------------      -----------
                                                              (UNAUDITED)                  (UNAUDITED)
<S>                                                           <C>            <C>           <C>               <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
  Proceeds from shares issued...............................    $ 59,665      $ 150,998      $ 63,300         $  95,887
  Proceeds from shares issued in conversion.................          --         63,222            --            48,296
  Dividends reinvested......................................      22,040         25,070        45,876            27,911
  Cost of shares redeemed...................................     (78,042)      (229,727)      (97,915)         (168,332)
                                                                --------      ---------      --------         ---------
  Change in net assets from Fiduciary Share transactions....    $  3,663      $   9,563        11,261         $   3,762
                                                                ========      =========      ========         =========
CLASS A SHARES:
  Proceeds from shares issued...............................    $  4,136      $  10,438      $  3,169         $   8,230
  Dividends reinvested......................................       1,067          1,100         4,368             2,515
  Cost of shares redeemed...................................      (3,024)        (8,010)       (2,715)           (9,255)
                                                                --------      ---------      --------         ---------
  Change in net assets from Class A Share transactions......    $  2,179      $   3,528      $  4,822         $   1,490
                                                                ========      =========      ========         =========
CLASS B SHARES:
  Proceeds from shares issued...............................    $  3,107      $   4,293      $  2,072         $   3,194
  Dividends reinvested......................................         730            474         3,721             1,934
  Cost of shares redeemed...................................        (510)          (670)       (1,617)           (2,293)
                                                                --------      ---------      --------         ---------
  Change in net assets from Class B Share transactions......    $  3,327      $   4,097      $  4,176             2,835
                                                                ========      =========      ========         =========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
  Issued....................................................       3,880         11,519         3,838             6,612
  Issued in conversion......................................          --          4,655            --             3,333
  Reinvested................................................       1,456          1,931         2,924             1,984
  Redeemed..................................................      (5,025)       (17,266)       (5,912)          (11,571)
                                                                --------      ---------      --------         ---------
  Change in Fiduciary Shares................................         311            839           850               358
                                                                ========      =========      ========         =========
CLASS A SHARES:
  Issued....................................................         268            793           190               559
  Reinvested................................................          69             84           272               178
  Redeemed..................................................        (195)          (607)         (165)             (628)
                                                                --------      ---------      --------         ---------
  Change in Class A Shares..................................         142            270           297               109
                                                                ========      =========      ========         =========
CLASS B SHARES:
  Issued....................................................         199            317           125               219
  Reinvested................................................          47             36           233               137
  Redeemed..................................................         (32)           (50)          (97)             (156)
                                                                --------      ---------      --------         ---------
  Change in Class B Shares..................................         214            303           261               200
                                                                ========      =========      ========         =========
</TABLE>
 
- ------------
 
Continued
 
                                       73

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1997
(Amounts in Thousands)
 
<TABLE>
<CAPTION>
                                                                 LARGE COMPANY GROWTH        GROWTH OPPORTUNITIES FUND
                                                              --------------------------   -----------------------------
                                                               SIX MONTHS                   SIX MONTHS
                                                                 ENDED       YEAR ENDED       ENDED          YEAR ENDED
                                                              DECEMBER 31,    JUNE 30,     DECEMBER 31,       JUNE 30,
                                                                  1997          1997           1997             1997
                                                              ------------   -----------   ------------      -----------
                                                              (UNAUDITED)                  (UNAUDITED)
<S>                                                           <C>            <C>           <C>               <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
  Proceeds from shares issued...............................    $117,841      $ 134,662      $ 88,515         $ 216,371
  Proceeds from shares issued in conversion.................      81,659        289,603        57,769                --
  Dividends reinvested......................................      75,450         22,758        49,054            48,075
  Cost of shares redeemed...................................     (98,895)      (274,724)      (90,415)         (199,916)
                                                                --------      ---------      --------         ---------
  Change in net assets from Fiduciary Share transactions....    $176,055      $ 172,299      $104,923         $  64,530
                                                                ========      =========      ========         =========
CLASS A SHARES:
  Proceeds from shares issued...............................    $ 26,070      $  39,340      $ 22,473         $  54,262
  Dividends reinvested......................................      20,257          4,698         7,155             5,065
  Cost of shares redeemed...................................     (10,835)       (17,325)       (8,358)          (46,273)
                                                                --------      ---------      --------         ---------
  Change in net assets from Class A Share transactions......    $ 35,492      $  26,713      $ 21,270         $  13,054
                                                                ========      =========      ========         =========
CLASS B SHARES:
  Proceeds from shares issued...............................    $ 46,028      $  56,981      $ 21,574         $  21,249
  Dividends reinvested......................................      24,048          3,781         7,068             3,377
  Cost of shares redeemed...................................      (6,109)        (7,839)       (1,871)           (2,195)
                                                                --------      ---------      --------         ---------
  Change in net assets from Class B Share transactions......    $ 63,967      $  52,923      $ 26,771         $  22,431
                                                                ========      =========      ========         =========
CLASS C SHARES:
  Proceeds from shares issued...............................    $     49      $      --      $      2         $      --
  Dividends reinvested......................................           4             --            --(a)             --
  Cost of shares redeemed...................................          --             --            --                --
                                                                --------      ---------      --------         ---------
  Change in net assets from Class C Share transactions......    $     53      $      --      $      2         $      --
                                                                ========      =========      ========         =========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
  Issued....................................................       6,263          8,322         4,218            11,966
  Issued in conversion......................................       4,595         17,279         3,113                --
  Reinvested................................................       4,105          1,418         2,574             2,790
  Redeemed..................................................      (5,032)       (16,537)       (4,204)          (11,005)
                                                                --------      ---------      --------         ---------
  Change in Fiduciary Shares................................       9,931         10,482         5,701             3,751
                                                                ========      =========      ========         =========
CLASS A SHARES:
  Issued....................................................       1,300          2,308         1,056             2,954
  Reinvested................................................       1,059            285           365               293
  Redeemed..................................................        (542)        (1,016)         (398)           (2,503)
                                                                --------      ---------      --------         ---------
  Change in Class A Shares..................................       1,817          1,577         1,023               744
                                                                ========      =========      ========         =========
CLASS B SHARES:
  Issued....................................................       2,336          3,373         1,045             1,212
  Reinvested................................................       1,283            233           375               200
  Redeemed..................................................        (312)          (462)          (91)             (125)
                                                                --------      ---------      --------         ---------
  Change in Class B Shares                                         3,307          3,144         1,329             1,287
                                                                ========      =========      ========         =========
CLASS C SHARES:
  Issued....................................................           3             --            --(a)             --
  Reinvested................................................          --             --            --(a)             --
  Redeemed..................................................          --             --            --                --
                                                                --------      ---------      --------         ---------
  Change in Class C Shares..................................           3             --            --(a)             --
                                                                ========      =========      ========         =========
</TABLE>
 
- ------------
 
(a) Amount is less than 1,000.
 
Continued
 
                                       74

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1997
(Amounts in Thousands)
 
<TABLE>
<CAPTION>
                                                                                               INTERNATIONAL EQUITY
                                                              SMALL CAPITALIZATION FUND             INDEX FUND
                                                              --------------------------   -----------------------------
                                                               SIX MONTHS                   SIX MONTHS
                                                                 ENDED       YEAR ENDED       ENDED          YEAR ENDED
                                                              DECEMBER 31,    JUNE 30,     DECEMBER 31,       JUNE 30,
                                                                  1997          1997           1997             1997
                                                              ------------   -----------   ------------      -----------
                                                              (UNAUDITED)                  (UNAUDITED)
<S>                                                           <C>            <C>           <C>               <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
  Proceeds from shares issued...............................    $ 14,681      $  9,250       $ 70,214         $ 182,120
  Dividends reinvested......................................       7,886         7,857          7,249             2,570
  Cost of shares redeemed...................................     (17,122)      (23,477)       (40,211)         (129,185)
                                                                --------      --------       --------         ---------
  Change in net assets from Fiduciary Share transactions....    $  5,445      $ (6,370)      $ 37,252         $  55,505
                                                                ========      ========       ========         =========
CLASS A SHARES:
  Proceeds from shares issued...............................    $  1,047      $  3,550       $  6,498         $   5,122
  Dividends reinvested......................................       1,887         1,821            532               167
  Cost of shares redeemed...................................      (2,537)       (6,707)        (1,813)           (4,769)
                                                                --------      --------       --------         ---------
  Change in net assets from Class A Share transactions......    $    397      $ (1,336)      $  5,217         $     520
                                                                ========      ========       ========         =========
CLASS B SHARES:
  Proceeds from shares issued...............................    $    889      $  1,436       $  2,439         $   4,387
  Dividends reinvested......................................         521           295            358                97
  Cost of shares redeemed...................................        (335)         (590)          (894)           (1,328)
                                                                --------      --------       --------         ---------
  Change in net assets from Class B Share transactions......    $  1,075      $  1,141       $  1,903         $   3,156
                                                                ========      ========       ========         =========
CLASS C SHARES:
  Proceeds from shares issued...............................    $      1      $     --       $      1         $      --
  Dividends reinvested......................................          --(a)         --             --(a)             --
  Cost of shares redeemed...................................          --            --             --                --
                                                                --------      --------       --------         ---------
  Change in net assets from Class C Share transactions......    $      1      $     --       $      1         $      --
                                                                ========      ========       ========         =========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
  Issued....................................................       1,178           933          4,338            12,143
  Reinvested................................................         724           821            480               171
  Redeemed..................................................      (1,408)       (2,352)        (2,456)           (8,601)
                                                                --------      --------       --------         ---------
  Change in Fiduciary Shares................................         494          (598)         2,362             3,713
                                                                ========      ========       ========         =========
CLASS A SHARES:
  Issued....................................................          84           354            399               337
  Reinvested................................................         173           190             34                11
  Redeemed..................................................        (208)         (673)          (111)             (317)
                                                                --------      --------       --------         ---------
  Change in Class A Shares..................................          49          (129)           322                31
                                                                ========      ========       ========         =========
CLASS B SHARES:
  Issued....................................................          73           146            153               297
  Reinvested................................................          48            31             24                 7
  Redeemed..................................................         (28)          (60)           (57)              (90)
                                                                --------      --------       --------         ---------
  Change in Class B Shares..................................          93           117            120               214
                                                                ========      ========       ========         =========
CLASS C SHARES:
  Issued....................................................          --(a)         --             --(a)             --
  Reinvested................................................          --(a)         --             --(a)             --
  Redeemed..................................................          --            --             --                --
                                                                --------      --------       --------         ---------
  Change in Class C Shares..................................          --(a)         --             --(a)             --
                                                                ========      ========       ========         =========
</TABLE>
 
- ------------
 
(a) Amount is less than 1,000.
 
Continued
 
                                       75

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1997
(Unaudited)
 
4. INVESTMENT ADVISORY, ADMINISTRATIVE, AND DISTRIBUTION AGREEMENTS:
 
   The Trust and 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 Value Growth Fund, the Large Company Value Fund, the
   Disciplined Value Fund, the Large Company Growth Fund, the Growth
   Opportunities Fund, and the Small Capitalization 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.
 
   Independence International Associates ("IIA"), an indirect subsidiary of John
   Hancock Mutual Life Insurance Company, manages the investment portfolios of
   the International Equity Index Fund subject to the supervision of the Advisor
   pursuant to a Sub-Advisory Agreement with the Advisor. For its services, IIA
   is paid a fee by the Advisor, computed daily and paid monthly, at the annual
   rate of 0.275% of average daily net assets up to $10 million, 0.225% of
   average daily net assets over $10 million up to $25 million, 0.195% of net
   assets over $25 million up to $50 million, 0.125% of the average daily net
   assets over $50 million up to $100 million and 0.060% of the average daily
   net assets over $100 million.
 
   The Trust and the Administrator, a wholly-owned subsidiary of The BISYS
   Group, Inc., are parties to an administrative agreement under which the
   Administrator provides services for a fee that is computed daily and paid
   monthly, at an annual rate of 0.20% on the first $1.5 billion of Trust net
   assets (excluding the Investor Growth Fund, the Investor Growth & Income
   Fund, the Investor Conservative Fund, and the Investor Balanced Fund (the
   "Investor Funds") and 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 Investor Funds and the
   Institutional Money Market Funds); and 0.16% of Trust net assets (excluding
   the Investor Funds and the Institutional Money Market Funds) over $2 billion.
   The Advisor also serves as Sub-Administrator to each Fund of the Trust,
   pursuant to an agreement between the Administrator and the Advisor. Pursuant
   to this agreement, the Advisor performs many of the Administrator's duties,
   for which the Advisor receives a fee paid by the Administrator.
 
   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, Class B, and Class C Shares are subject to
   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 and Class C 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 Plans 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 Advisor),
   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. For the six months ended December 31, 1997, the
   Distributor received $10,266,499 from commissions earned on sales of Class A
   Shares and redemptions of Class B Shares and Class C Shares, of which, the
   Distributor re-allowed $10,245,443 to affiliated broker-dealers of the Funds.
 
   Certain officers of the Trust are affiliated with the Administrator. Such
   officers receive no compensation from the Funds for serving in their
   respective roles.
 
Continued
 
                                       76

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1997
(Unaudited)
 
   The Advisor, the Administrator and the Distributor voluntarily agreed to
   waive a portion of their fees. For the six months ended December 31, 1997,
   fees in the following amounts were waived (amounts in thousands):
 
<TABLE>
<CAPTION>
                                                             INVESTMENT                       12B-1 FEES
                                                            ADVISORY FEES   ADMINISTRATION      WAIVED
                                                               WAIVED         FEES WAIVED      CLASS A
                                                            -------------   ---------------   ----------
   <S>                                                      <C>             <C>               <C>
   Asset Allocation Fund..................................     $   93            $ 84            $18
   Income Equity Fund.....................................         --              --             45
   Equity Index Fund......................................        890             385             64
   Value Growth Fund......................................         --              --             27
   Large Company Value Fund...............................         --              --              8
   Disciplined Value......................................         --              --             13
   Large Company Growth Fund..............................         --              --             71
   Growth Opportunities...................................         --              --             29
   Small Capitalization Fund..............................         --              28              9
   International Equity Index Fund........................         --              --              8
</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, 1997 were as follows (amounts in thousands):
 
<TABLE>
<CAPTION>
                                                                 PURCHASES    SALES
                                                                 ---------   -------
   <S>                                                           <C>         <C>
   Asset Allocation Fund.......................................   $51,766    $43,731
   Income Equity Fund..........................................    40,852     88,441
   Equity Index Fund...........................................   180,380     27,969
   Value Growth Fund...........................................   185,169    176,507
   Large Company Value Fund....................................   148,915    188,801
   Disciplined Value Fund......................................   235,213    302,398
   Large Company Growth Fund...................................   524,166    501,605
   Growth Opportunities Fund...................................   631,975    637,031
   Small Capitalization Fund...................................    38,381     51,925
   International Equity Index Fund.............................    64,120     34,817
</TABLE>
 
6. FINANCIAL INSTRUMENTS:
 
   Investing in financial instruments such as options, futures, indexed
   securities and sales of forward foreign currency contracts involves risks 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 fluctuations in the
   value of securities.
 
Continued
 
                                       77

<PAGE>

- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1997
(Unaudited)
 
   The following is a summary of option activity for the six months ended
   December 31, 1997 by the Large Company Value Fund (amounts in thousands):
 
<TABLE>
<CAPTION>
                                                               LARGE COMPANY VALUE
                                                                       FUND
                                                              ----------------------
                                                                SHARES
                                                                SUBJECT
                                                              TO CONTRACT   PREMIUMS
                                                              -----------   --------
<S>                                                           <C>           <C>
COVERED CALL OPTIONS
  Balance at beginning of period............................         0      $     0
  Options written...........................................       200          256
  Options closed............................................         0            0
  Options expired...........................................         0            0
  Options exercised.........................................         0            0
                                                                 -----      -------
  Options outstanding at end of period......................       200      $   256
                                                                 =====      =======
</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. CONVERSION OF COMMON TRUST FUNDS:
 
   On December 19, 1997, the net assets of certain common trust funds managed by
   the Advisor were exchanged in a tax-free conversion for shares of the
   corresponding One Group Funds. The transaction was accounted for by a method
   followed for tax purposes in a tax-free business combination. The following
   is a summary of shares issued, net assets converted, net assets value per
   share issued and unrealized appreciation of assets acquired as of the
   conversion date (amounts in thousands except per share amounts):
 
<TABLE>
<CAPTION>
                                                SHARES   NET ASSETS   NET ASSET VALUE     UNREALIZED
                                                ISSUED   CONVERTED    PER SHARE ISSUED   APPRECIATION
                                                ------   ----------   ----------------   ------------
            <S>                                 <C>      <C>          <C>                <C>
            Income Equity Fund................  3,342     $ 70,389         $21.06          $ 23,821
            Large Company Growth Fund.........  4,595       81,659          17.77            33,084
            Growth Opportunities Fund.........  3,113       57,769          18.56            15,137
</TABLE>
 
  On January 20, 1997, the net assets of certain common trust funds managed by
  the Advisor were exchanged in a tax-free conversion for shares of the
  corresponding One Group Funds. The transaction was accounted for by a method
  followed for tax purposes in a tax-free business combination. The following is
  a summary of shares issued, net assets converted, net assets value per share
  issued and unrealized appreciation of assets acquired as of the conversion
  date (amounts in thousands except per share amounts):
 
<TABLE>
<CAPTION>
                                                SHARES   NET ASSETS   NET ASSET VALUE     UNREALIZED
                                                ISSUED   CONVERTED    PER SHARE ISSUED   APPRECIATION
                                                ------   ----------   ----------------   ------------
            <S>                                 <C>      <C>          <C>                <C>
            Asset Allocation Fund.............  3,076     $ 37,254         $12.11          $  8,361
            Income Equity Fund................  14,913     283,942          19.04           150,438
            Large Company Value Fund..........  4,655       63,222          13.58             7,315
            Disciplined Value Fund............  3,333       48,296          14.49             7,763
            Large Company Growth Fund.........  17,279     289,603          16.76           102,448
</TABLE>
 
Continued
 
                                       78

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                      ASSET ALLOCATION FUND
                                          ------------------------------------------------------------------------------
                                                                            FIDUCIARY
                                          ------------------------------------------------------------------------------
                                           SIX MONTHS
                                              ENDED                              YEAR ENDED JUNE 30,
                                          DECEMBER 31,       -----------------------------------------------------------
                                              1997            1997         1996         1995         1994        1993(A)
                                          -------------      -------      -------      -------      -------      -------
                                           (UNAUDITED)
<S>                                       <C>                <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD...................     $ 12.98         $ 11.71      $ 10.73      $  9.64      $ 10.06      $ 10.00
                                             -------         -------      -------      -------      -------      -------
Investment Activities:
  Net investment income.................        0.20            0.43         0.41         0.38         0.29         0.07
  Net realized and unrealized gains
    (losses) from investments...........        1.04            1.81         1.16         1.12        (0.38)        0.06
                                             -------         -------      -------      -------      -------      -------
    Total from Investment Activities....        1.24            2.24         1.57         1.50        (0.09)        0.13
                                             -------         -------      -------      -------      -------      -------
Distributions:
  Net investment income.................       (0.20)          (0.43)       (0.41)       (0.37)       (0.29)       (0.07)
  Net realized gains....................       (1.43)          (0.54)       (0.18)       (0.04)       (0.04)          --
                                             -------         -------      -------      -------      -------      -------
    Total Distributions.................       (1.63)          (0.97)       (0.59)       (0.41)       (0.33)       (0.07)
                                             -------         -------      -------      -------      -------      -------
NET ASSET VALUE,
  END OF PERIOD.........................     $ 12.59         $ 12.98      $ 11.71      $ 10.73      $  9.64      $ 10.06
                                             =======         =======      =======      =======      =======      =======
Total Return............................        9.86%(b)       20.16%       14.87%       16.06%       (1.01)%       5.45%(c)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).....     $94,794         $94,971      $50,323      $37,658      $42,751      $30,441
  Ratio of expenses to average net
    assets..............................        0.84%(c)        0.80%        0.94%        1.06%        1.06%        0.90%(c)
  Ratio of net investment income to
    average net assets..................        3.14%(c)        3.55%        3.58%        3.72%        2.91%        3.03%(c)
  Ratio of expenses to average net
    assets *............................        1.03%(c)        1.00%        1.19%        1.31%        1.33%        1.34%(c)
  Ratio of net investment income to
    average net assets *................        2.95%(c)        3.35%        3.33%        3.47%        2.64%        2.59%(c)
  Portfolio turnover (d)................       24.80%          80.96%       73.38%      115.36%       56.55%        4.05%
  Average commission rate paid (e)......     $0.0553         $0.0497      $0.0616
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions has not occurred, the ratios would have been as indicated.
(a) Fiduciary Shares commenced offering on April 5, 1993.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.
 
See notes to financial statements.
 
                                       79

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                      ASSET ALLOCATION FUND
                                          ------------------------------------------------------------------------------
                                                                             CLASS A
                                          ------------------------------------------------------------------------------
                                           SIX MONTHS
                                              ENDED                              YEAR ENDED JUNE 30,
                                          DECEMBER 31,       -----------------------------------------------------------
                                              1997            1997         1996         1995         1994        1993(A)
                                          -------------      -------      -------      -------      -------      -------
                                           (UNAUDITED)
<S>                                       <C>                <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD...................     $ 13.00         $ 11.72      $ 10.74      $  9.65      $ 10.06      $ 10.00
                                             -------         -------      -------      -------      -------      -------
Investment Activities:
  Net investment income.................        0.19            0.39         0.37         0.35         0.27         0.05
  Net realized and unrealized gains
    (losses) from investments...........        1.03            1.83         1.16         1.13        (0.38)        0.07
                                             -------         -------      -------      -------      -------      -------
    Total from Investment Activities....        1.22            2.22         1.53         1.48        (0.11)        0.12
                                             -------         -------      -------      -------      -------      -------
Distributions:
  Net investment income.................       (0.19)          (0.40)       (0.37)       (0.34)       (0.26)       (0.06)
  In excess of net investment income....          --              --           --        (0.01)          --           --
  Net realized gains....................       (1.43)          (0.54)       (0.18)       (0.04)       (0.04)          --
                                             -------         -------      -------      -------      -------      -------
    Total Distributions.................       (1.62)          (0.94)       (0.55)       (0.39)       (0.30)       (0.06)
                                             -------         -------      -------      -------      -------      -------
NET ASSET VALUE,
  END OF PERIOD.........................     $ 12.60         $ 13.00      $ 11.72      $ 10.74      $  9.65      $ 10.06
                                             =======         =======      =======      =======      =======      =======
Total Return (Excludes Sales Charge)....        9.63%(b)       19.85%       14.48%       15.76%       (1.19)%       5.23%(c)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).....     $38,874         $31,379      $17,849      $ 4,745      $ 1,691      $   571
  Ratio of expenses to average net
    assets..............................        1.09%(c)        1.05%        1.19%        1.31%        1.33%        1.15%(c)
  Ratio of net investment income to
    average net assets..................        2.89%(c)        3.30%        3.33%        3.57%        2.68%        2.84%(c)
  Ratio of expenses to average net
    assets *............................        1.38%(c)        1.34%        1.54%        1.66%        1.67%        1.62%(c)
  Ratio of net investment income to
    average net assets *................        2.60%(c)        3.01%        2.98%        3.22%        2.34%        2.37%(c)
  Portfolio turnover (d)................       24.80%          80.96%       73.38%      115.36%       56.55%        4.05%
  Average commission rate paid (e)......     $0.0553         $0.0497      $0.0616
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions has not occurred, the ratios would have been as indicated.
(a) The Fund commenced operations on April 2, 1993.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.
 
See notes to financial statements.
 
                                       80

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                               ASSET ALLOCATION FUND
                                                         -----------------------------------------------------------------
                                                                                      CLASS B
                                                         -----------------------------------------------------------------
                                                          SIX MONTHS
                                                             ENDED                       YEAR ENDED JUNE 30,
                                                         DECEMBER 31,       ----------------------------------------------
                                                             1997            1997         1996         1995        1994(A)
                                                         -------------      -------      -------      -------      -------
                                                          (UNAUDITED)
<S>                                                      <C>                <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD...................     $ 13.04         $ 11.76      $ 10.76      $  9.67      $ 10.37
                                                            -------         -------      -------      -------      -------
Investment Activities:
  Net investment income................................        0.14            0.30         0.28         0.27         0.08
  Net realized and unrealized gains
    (losses) from investments..........................        1.04            1.83         1.18         1.14        (0.70)
                                                            -------         -------      -------      -------      -------
    Total from Investment Activities...................        1.18            2.13         1.46         1.41        (0.62)
                                                            -------         -------      -------      -------      -------
Distributions:
  Net investment income................................       (0.14)          (0.31)       (0.28)       (0.27)       (0.08)
  In excess of net investment income...................          --              --           --        (0.01)          --
  Net realized gains...................................       (1.43)          (0.54)       (0.18)       (0.04)          --
                                                            -------         -------      -------      -------      -------
    Total Distributions................................       (1.57)          (0.85)       (0.46)       (0.32)       (0.08)
                                                            -------         -------      -------      -------      -------
NET ASSET VALUE, END OF PERIOD.........................     $ 12.65         $ 13.04      $ 11.76      $ 10.76      $  9.67
                                                            =======         =======      =======      =======      =======
Total Return (Excludes Sales Charge)...................        9.29%(b)       18.90%       13.79%       14.90%       (5.98)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)....................     $69,790         $43,900      $18,575      $ 3,019      $ 1,862
  Ratio of expenses to average net assets..............        1.84%(c)        1.81%        1.94%        2.07%        2.40%(c)
  Ratio of net investment income to average net
    assets.............................................        2.14%(c)        2.54%        2.58%        2.77%        1.99%(c)
  Ratio of expenses to average net assets *............        2.03%(c)        2.01%        2.19%        2.31%        2.40%(c)
  Ratio of net investment income to average net assets
    *..................................................        1.95%(c)        2.34%        2.33%        2.52%        1.99%(c)
  Portfolio turnover (d)...............................       24.80%          80.96%       73.38%      115.36%       56.55%
  Average commission rate paid (e).....................     $0.0553         $0.0497      $0.0616
</TABLE>
 
- ------------
 * During the period certain fees were voluntarily reduced. If such voluntary
   fee reductions has not occurred, the ratios would have been as indicated.
(a) Class B Shares commenced operations on January 14, 1994.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.
 
See notes to financial statements.
 
                                       81

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                     INCOME EQUITY FUND
                                     -----------------------------------------------------------------------------------
                                                                          FIDUCIARY
                                     -----------------------------------------------------------------------------------
                                      SIX MONTHS
                                         ENDED                                YEAR ENDED JUNE 30,
                                     DECEMBER 31,       ----------------------------------------------------------------
                                         1997             1997          1996          1995          1994          1993
                                     -------------      --------      --------      --------      --------      --------
                                      (UNAUDITED)
<S>                                  <C>                <C>           <C>           <C>           <C>           <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD..............    $  21.93         $  17.65      $  15.13      $  13.22      $  13.21      $  12.24
                                       --------         --------      --------      --------      --------      --------
Investment Activities:
  Net investment income............        0.17             0.36          0.40          0.40          0.39          0.43
  Net realized and unrealized gains
    (losses) from investments......        1.79             4.89          3.22          2.28          0.01          0.97
                                       --------         --------      --------      --------      --------      --------
    Total from Investment
       Activities..................        1.96             5.25          3.62          2.68          0.40          1.40
                                       --------         --------      --------      --------      --------      --------
Distributions:
  Net investment income............       (0.17)           (0.36)        (0.40)        (0.40)        (0.39)        (0.43)
  Net realized gains...............       (2.23)           (0.61)        (0.70)        (0.37)           --            --
                                       --------         --------      --------      --------      --------      --------
    Total Distributions............       (2.40)           (0.97)        (1.10)        (0.77)        (0.39)        (0.43)
                                       --------         --------      --------      --------      --------      --------
NET ASSET VALUE,
  END OF PERIOD....................    $  21.49         $  21.93      $  17.65      $  15.13      $  13.22      $  13.21
                                       ========         ========      ========      ========      ========      ========
Total Return.......................        9.30%(a)        30.90%        24.53%        21.04%         3.27%        11.56%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period
    (000)..........................    $689,912         $649,007      $321,827      $170,919      $198,787      $153,144
  Ratio of expenses to average net
    assets.........................        1.02%(b)         1.00%         0.98%         1.01%         0.98%         0.90%
  Ratio of net investment income to
    average net assets.............        1.53%(b)         1.91%         2.44%         2.85%         3.18%         3.37%
  Ratio of expenses to average net
    assets *.......................        1.02%(b)         1.00%         1.01%         1.01%         1.05%         1.07%
  Ratio of net investment income to
    average net assets *...........        1.53%(b)         1.91%         2.41%         2.85%         3.11%         3.20%
  Portfolio turnover (c)...........        5.01%           28.18%        14.92%         4.03%        22.69%         7.53%
  Average commission rate paid
    (d)............................    $ 0.0693         $ 0.0681      $ 0.0673
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Not annualized.
(b) Annualized.
(c) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(d) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.
 
See notes to financial statements.
 
                                       82

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                        INCOME EQUITY FUND
                                          ------------------------------------------------------------------------------
                                                                             CLASS A
                                          ------------------------------------------------------------------------------
                                           SIX MONTHS
                                              ENDED                              YEAR ENDED JUNE 30,
                                          DECEMBER 31,       -----------------------------------------------------------
                                              1997            1997         1996         1995         1994         1993
                                          -------------      -------      -------      -------      -------      -------
                                           (UNAUDITED)
<S>                                       <C>                <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD...................     $ 21.90         $ 17.64      $ 15.11      $ 13.20      $ 13.20      $ 12.23
                                             -------         -------      -------      -------      -------      -------
Investment Activities:
  Net investment income.................        0.14            0.31         0.38         0.03         0.36         0.40
  Net realized and unrealized gains
    (losses) from investments...........        1.80            4.87         3.20         2.29         0.00         0.98
                                             -------         -------      -------      -------      -------      -------
    Total from Investment Activities            1.94            5.18         3.58         2.32         0.36         1.38
                                             -------         -------      -------      -------      -------      -------
Distributions:
  Net investment income.................       (0.14)          (0.31)       (0.35)       (0.03)       (0.34)       (0.41)
  In excess of net investment income....          --              --           --        (0.01)       (0.02)          --
  Net realized gains....................       (2.23)          (0.61)       (0.70)       (0.37)          --           --
                                             -------         -------      -------      -------      -------      -------
    Total Distributions.................       (2.37)          (0.92)       (1.05)       (0.41)       (0.36)       (0.41)
                                             -------         -------      -------      -------      -------      -------
NET ASSET VALUE,
  END OF PERIOD.........................     $ 21.47         $ 21.90      $ 17.64      $ 15.11      $ 13.20      $ 13.20
                                             =======         =======      =======      =======      =======      =======
Total Return (Excludes Sales Charge)....        9.23%(a)       30.39%       24.23%       20.79%        2.95%       11.38%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).....     $96,787         $78,976      $44,284      $13,793      $12,054      $ 9,513
  Ratio of expenses to average net
    assets..............................        1.27%(b)        1.25%        1.23%        1.26%        1.23%        1.11%
  Ratio of net investment income to
    average net assets..................        1.28%(b)        1.65%        2.19%        2.61%        3.01%        3.32%
  Ratio of expenses to average net
    assets *............................        1.37%(b)        1.34%        1.36%        1.36%        1.40%        1.43%
  Ratio of net investment income to
    average net assets *................        1.18%(b)        1.56%        2.06%        2.51%        2.84%        3.00%
  Portfolio turnover (c)................        5.01%          28.18%       14.92%        4.03%       22.69%        7.53%
  Average commission rate paid (d)......     $0.0693         $0.0681      $0.0673
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Not annualized.
(b) Annualized.
(c) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(d) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.
 
See notes to financial statements.
 
                                       83

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                           INCOME EQUITY FUND
                                                    -----------------------------------------------------------------
                                                                                 CLASS B
                                                    -----------------------------------------------------------------
                                                     SIX MONTHS
                                                        ENDED                       YEAR ENDED JUNE 30,
                                                    DECEMBER 31,       ----------------------------------------------
                                                        1997            1997         1996         1995        1994(A)
                                                    -------------      -------      -------      -------      -------
                                                     (UNAUDITED)
<S>                                                 <C>                <C>          <C>          <C>          <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.............................    $  21.95         $ 17.68      $ 15.14      $ 13.23      $ 13.83
                                                      --------         -------      -------      -------      -------
Investment Activities:
  Net investment income...........................        0.06            0.17         0.24         0.26         0.11
  Net realized and unrealized gains
    (losses) from investments.....................        1.78            4.89         3.23         2.29        (0.60)
                                                      --------         -------      -------      -------      -------
    Total from Investment Activities..............        1.84            5.06         3.47         2.55        (0.49)
                                                      --------         -------      -------      -------      -------
Distributions:
  Net investment income...........................       (0.06)          (0.18)       (0.23)       (0.25)       (0.11)
  In excess of net investment income..............          --              --           --        (0.02)          --
  Net realized gains..............................       (2.23)          (0.61)       (0.70)       (0.37)          --
                                                      --------         -------      -------      -------      -------
    Total Distributions...........................       (2.29)          (0.79)       (0.93)       (0.64)       (0.11)
                                                      --------         -------      -------      -------      -------
NET ASSET VALUE,
  END OF PERIOD...................................    $  21.50         $ 21.95      $ 17.68      $ 15.14      $ 13.23
                                                      ========         =======      =======      =======      =======
Total Return (Excludes Sales Charge)..............        8.73%(b)       29.48%       23.41%       19.91%       (3.37)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...............    $118,646         $79,518      $29,169      $ 3,468      $ 1,714
  Ratio of expenses to average net assets.........        2.01%(c)        2.00%        1.98%        2.01%        1.95%(c)
  Ratio of net investment income to average net
    assets........................................        0.54%(c)        0.89%        1.44%        1.88%        2.70%(c)
  Ratio of expenses to average net assets *.......        2.01%(c)        2.00%        2.01%        2.02%        1.95%(c)
  Ratio of net investment income to average net
    assets *......................................        0.54%(c)        0.89%        1.41%        1.87%        2.70%(c)
  Portfolio turnover (d)..........................        5.01%          28.18%       14.92%        4.03%       22.69%
  Average commission rate paid (e)................    $ 0.0693         $0.0681      $0.0673
</TABLE>
 
- ------------
 
 *  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 B Shares commenced offering on January 14, 1994.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.
 
See notes to financial statements.
 
                                       84

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                              INCOME EQUITY FUND
                                                              -------------------
                                                                    CLASS C
                                                              -------------------
                                                                  NOVEMBER 4,
                                                                    1997 TO
                                                                 DECEMBER 31,
                                                                    1997(A)
                                                              -------------------
                                                                  (UNAUDITED)
<S>                                                           <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.......................................  $             21.40
                                                              -------------------
Investment Activities:
  Net investment income.....................................                 0.02
  Net realized and unrealized gains (losses) from
     investments............................................                 0.82
                                                              -------------------
     Total from Investment Activities.......................                 0.84
                                                              -------------------
Distributions:
  Net investment income.....................................                (0.03)
  Net realized gains........................................                (0.70)
                                                              -------------------
     Total Distributions....................................                (0.73)
                                                              -------------------
NET ASSET VALUE,
  END OF PERIOD.............................................  $             21.51
                                                              ===================
Total Return (Excludes Sales Charge)........................                 3.95%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................  $               357
  Ratio of expenses to average net assets...................                 2.01%(c)
  Ratio of net investment income to average net assets......                 0.54%(c)
  Portfolio turnover (d)....................................                 5.01%
  Average commission rate paid (e)..........................  $            0.0693
</TABLE>
 
- ------------
 
(a) Period from commencement of operations.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged.
 
See notes to financial statements.
 
                                       85
<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                      EQUITY INDEX FUND
                                      ----------------------------------------------------------------------------------
                                                                          FIDUCIARY
                                      ----------------------------------------------------------------------------------
                                       SIX MONTHS
                                          ENDED                                YEAR ENDED JUNE 30,
                                      DECEMBER 31,       ---------------------------------------------------------------
                                          1997             1997          1996          1995          1994         1993
                                      -------------      --------      --------      --------      --------      -------
                                       (UNAUDITED)
<S>                                   <C>                <C>           <C>           <C>           <C>           <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD...............    $  21.80         $  16.66      $  14.03      $  11.59      $  11.92      $ 10.92
                                        --------         --------      --------      --------      --------      -------
Investment Activities:
  Net investment income.............        0.17             0.35          0.33          0.32          0.29         0.30
  Net realized and unrealized gains
    (losses) from investments.......        2.09             5.27          3.16          2.59         (0.20)        1.13
                                        --------         --------      --------      --------      --------      -------
    Total from Investment
       Activities...................        2.26             5.62          3.49          2.91          0.09         1.43
                                        --------         --------      --------      --------      --------      -------
Distributions:
  Net investment income.............       (0.17)           (0.33)        (0.33)        (0.29)        (0.29)       (0.30)
  In excess of net investment
    income..........................          --               --         (0.01)        (0.02)        (0.04)          --
  Net realized gains................       (0.63)           (0.15)        (0.52)        (0.16)        (0.09)       (0.13)
                                        --------         --------      --------      --------      --------      -------
    Total Distributions.............       (0.80)           (0.48)        (0.86)        (0.47)        (0.42)       (0.43)
                                        --------         --------      --------      --------      --------      -------
NET ASSET VALUE,
  END OF PERIOD.....................    $  23.26         $  21.80      $  16.66      $  14.03      $  11.59      $ 11.92
                                        ========         ========      ========      ========      ========      =======
Total Return........................       10.47%(a)        34.30%        25.47%        25.79%         0.63%       13.04%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period
    (000)...........................    $567,634         $480,819      $321,058      $234,895      $165,370      $96,446
  Ratio of expenses to average net
    assets..........................        0.35%(b)         0.30%         0.30%         0.33%         0.46%        0.50%
  Ratio of net investment income to
    average net assets..............        1.50%(b)         1.87%         2.18%         2.57%         2.44%        2.46%
  Ratio of expenses to average net
    assets *........................        0.64%(b)         0.61%         0.59%         0.66%         0.59%        0.87%
  Ratio of net investment income to
    average net assets *............        1.21%(b)         1.56%         1.89%         2.24%         2.31%        2.09%
  Portfolio turnover (c)............        3.34%            5.81%         9.08%         2.71%        11.81%        2.71%
  Average commission rate paid
    (d).............................    $ 0.0609         $ 0.0449      $ 0.0490
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Not annualized
(b) Annualized.
(c) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(d) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.
 
See notes to financial statements.
 
                                       86

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                          EQUITY INDEX FUND
                                             ---------------------------------------------------------------------------
                                                                               CLASS A
                                             ---------------------------------------------------------------------------
                                              SIX MONTHS
                                                 ENDED                            YEAR ENDED JUNE 30,
                                             DECEMBER 31,       --------------------------------------------------------
                                                 1997            1997         1996         1995        1994        1993
                                             -------------      -------      -------      ------      ------      ------
                                              (UNAUDITED)
<S>                                          <C>                <C>          <C>          <C>         <C>         <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD......................    $  21.81         $ 16.67      $ 14.02      $11.59      $11.91      $10.92
                                               --------         -------      -------      ------      ------      ------
Investment Activities:
  Net investment income....................        0.14            0.29         0.27        0.29        0.28        0.30
  Net realized and unrealized gains
    from investments.......................        2.08            5.28         3.18        2.58       (0.20)       1.10
                                               --------         -------      -------      ------      ------      ------
    Total from Investment Activities.......        2.22            5.57         3.45        2.87        0.08        1.40
                                               --------         -------      -------      ------      ------      ------
Distributions:
  Net investment income....................      (0.14)           (0.28)       (0.27)      (0.28)      (0.27)      (0.28)
  In excess of net investment income.......          --              --        (0.01)         --       (0.04)         --
  Net realized gains.......................      (0.63)           (0.15)       (0.52)      (0.16)      (0.09)      (0.13)
                                               --------         -------      -------      ------      ------      ------
    Total Distributions....................      (0.77)           (0.43)       (0.80)      (0.44)      (0.40)      (0.41)
                                               --------         -------      -------      ------      ------      ------
NET ASSET VALUE,
  END OF PERIOD............................    $  23.26         $ 21.81      $ 16.67      $14.02      $11.59      $11.91
                                               ========         =======      =======      ======      ======      ======
Total Return (Excludes Sales Charge).......       10.28%(a)       33.94%       25.16%      25.43%       0.56%      12.75%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)........    $150,595         $98,338      $32,186      $3,003      $1,416      $  512
  Ratio of expenses to average net
    assets.................................        0.60%(b)        0.55%        0.55%       0.56%       0.62%       0.52%
  Ratio of net investment income to average
    net assets.............................        1.26%(b)        1.59%        1.93%       2.38%       2.37%       2.51%
  Ratio of expenses to average net assets
    *......................................        0.99%(b)        0.95%        0.94%       1.01%       0.94%       0.99%
  Ratio of net investment income to average
    net assets *...........................        0.87%(b)        1.19%        1.54%       1.94%       2.05%       2.04%
  Portfolio turnover (c)...................        3.34%           5.81%        9.08%       2.71%      11.81%       2.71%
  Average commission rate paid (d).........    $ 0.0609         $0.0449      $0.0490
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Not annualized.
(b) Annualized.
(c) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(d) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.
 
See notes to financial statements.
 
                                       87

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                                  EQUITY INDEX FUND
                                                           ----------------------------------------------------------------
                                                                                       CLASS B
                                                           ----------------------------------------------------------------
                                                            SIX MONTHS
                                                              ENDED                       YEAR ENDED JUNE 30,
                                                           DECEMBER 31,      ----------------------------------------------
                                                               1997            1997         1996         1995       1994(A)
                                                           ------------      --------      -------      ------      -------
                                                           (UNAUDITED)
<S>                                                        <C>               <C>           <C>          <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD.....................    $  21.80        $  16.68      $ 14.05      $11.61      $12.39
                                                             --------        --------      -------      ------      ------
Investment Activities:
  Net investment income..................................        0.06            0.16         0.16        0.18        0.09
  Net realized and unrealized gains (losses)
    from investments.....................................        2.09            5.27         3.16        2.61       (0.78)
                                                             --------        --------      -------      ------      ------
    Total from Investment Activities.....................        2.15            5.43         3.32        2.79       (0.69)
                                                             --------        --------      -------      ------      ------
Distributions:
  Net investment income..................................       (0.07)          (0.16)       (0.16)      (0.19)      (0.09)
  In excess of net investment income.....................          --              --        (0.01)         --          --
  Net realized gains.....................................       (0.63)          (0.15)       (0.52)      (0.16)         --
                                                             --------        --------      -------      ------      ------
    Total Distributions..................................       (0.70)          (0.31)       (0.69)      (0.35)      (0.09)
                                                             --------        --------      -------      ------      ------
NET ASSET VALUE, END OF PERIOD...........................    $  23.25        $  21.80      $ 16.68      $14.05      $11.61
                                                             ========        ========      =======      ======      ======
Total Return (Excludes Sales Charge).....................        9.95%(b)       32.93%       24.05%      24.58%      (5.57)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)......................    $240,865        $168,699      $38,538      $1,408      $  248
  Ratio of expenses to average net assets................        1.35%(c)        1.30%        1.30%       1.34%       1.10%(c)
  Ratio of net investment income to average net assets...        0.50%(c)        0.83%        1.18%       1.60%       2.08%(c)
  Ratio of expenses to average net assets *..............        1.64%(c)        1.61%        1.59%       1.67%       1.15%(c)
  Ratio of net investment income to average net assets
    *....................................................        0.21%(c)        0.52%        0.89%       1.27%       2.03%(c)
  Portfolio turnover (d).................................        3.34%           5.81%        9.08%       2.71%      11.81%
  Average commission rate paid (e).......................    $ 0.0609        $ 0.0449      $0.0490
</TABLE>
 
- ------------
 *  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 B Shares commenced offering on January 14, 1994.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.
 
See notes to financial statements.
 
                                       88

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                              EQUITY INDEX FUND
                                                                   CLASS C
                                                                 NOVEMBER 4,
                                                                   1997 TO
                                                                DECEMBER 31,
                                                                  1997 (A)
                                                                 (UNAUDITED)
<S>                                                           <C>
NET ASSET VALUE, BEGINNING OF PERIOD........................       $ 22.60
                                                                   -------
Investment Activities:
  Net investment income.....................................          0.02
  Net realized and unrealized gains (losses) from
    investments.............................................          0.78
                                                                   -------
    Total from Investment Activities........................          0.80
                                                                   -------
Distributions:
  Net investment income.....................................         (0.02)
  Net realized gains........................................         (0.12)
                                                                   -------
    Total Distributions.....................................         (0.14)
                                                                   -------
NET ASSET VALUE, END OF PERIOD..............................       $ 23.26
                                                                   =======
Total Return (Excludes Sales Charge)........................          3.54%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................       $   152
  Ratio of expenses to average net assets...................          1.35%(c)
  Ratio of net investment income to average net assets......          0.50%(c)
  Ratio of expenses to average net assets *.................          1.64%(c)
  Ratio of net investment income to average net assets *....          0.21%(c)
  Portfolio turnover (d)....................................          3.34%
  Average commission rate paid (e)..........................       $0.0609
</TABLE>
 
- ------------
 *  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) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged.
 
See notes to financial statements.
 
                                       89

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                           VALUE GROWTH FUND
                                                                ----------------------------------------
                                                                               FIDUCIARY
                                                                ----------------------------------------
                                                                 SIX MONTHS       YEAR       MARCH 26,
                                                                   ENDED         ENDED        1996 TO
                                                                DECEMBER 31,    JUNE 30,      JUNE 30,
                                                                    1997          1997        1996 (A)
                                                                ------------    --------    ------------
                                                                (UNAUDITED)
<S>                                                             <C>             <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD........................      $  11.51      $  10.39      $  10.00
                                                                  --------      --------      --------
Investment Activities:
  Net investment income.....................................          0.04          0.11          0.03
  Net realized and unrealized gains (losses) from
    investments.............................................          1.40          2.85          0.39
                                                                  --------      --------      --------
    Total from Investment Activities........................          1.44          2.96          0.42
                                                                  --------      --------      --------
Distributions:
  Net investment income.....................................         (0.04)        (0.11)        (0.03)
  Net realized gains........................................         (1.36)        (1.73)           --
                                                                  --------      --------      --------
    Total Distributions.....................................         (1.40)        (1.84)        (0.03)
                                                                  --------      --------      --------
NET ASSET VALUE, END OF PERIOD..............................      $  11.55      $  11.51      $  10.39
                                                                  ========      ========      ========
Total Return................................................         12.77%(c)     31.97%        10.49%(b)(c)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................      $505,228      $430,837      $191,212
  Ratio of expenses to average net assets...................          0.99%(d)      0.98%         0.95%(d)
  Ratio of net investment income to average net assets......          0.75%(d)      1.06%         1.13%(d)
  Ratio of expenses to average net assets *.................          0.99%(d)      1.00%         1.04%(d)
  Ratio of net investment income to average net assets *....          0.75%(d)      1.04%         1.04%(d)
  Portfolio turnover (e)....................................         34.44%       113.17%        65.21%
  Average commission rate paid (f)..........................      $ 0.0561      $ 0.0532      $ 0.0373
</TABLE>
 
- ------------
 *  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 date reorganized as a fund of The One Group.
(b) Represents total return for Class A Shares from December 1, 1995 through
    March 25, 1996 plus total return for Fiduciary Shares for the period from
    March 26, 1996 through June 30, 1996.
(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.
(f) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for
    only the last seven months of the years.
 
See notes to financial statements.
 
                                       90

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                          VALUE GROWTH FUND
                                            ------------------------------------------------------------------------------
                                                                               CLASS A
                                            ------------------------------------------------------------------------------
                                             SIX MONTHS                   SEVEN MONTHS
                                               ENDED        YEAR ENDED       ENDED            YEAR ENDED NOVEMBER 30,
                                            DECEMBER 31,     JUNE 30,       JUNE 30,      --------------------------------
                                                1997           1997         1996(A)         1995        1994        1993
                                            ------------    ----------    ------------    --------    --------    --------
                                            (UNAUDITED)
<S>                                         <C>             <C>           <C>             <C>         <C>         <C>
NET ASSET VALUE, BEGINNING OF PERIOD....      $  11.50       $ 10.39        $ 11.15       $   9.00    $  10.02    $   9.42
                                              --------       -------        -------       --------    --------    --------
Investment Activities:
  Net investment income.................          0.03          0.09           0.94           0.12        0.13        0.11
  Net realized and unrealized gains
    (losses) from investments...........          1.40          2.83           0.08           2.44       (0.56)       0.83
                                              --------       -------        -------       --------    --------    --------
    Total from Investment Activities....          1.43          2.92           1.02           2.56       (0.43)       0.94
                                              --------       -------        -------       --------    --------    --------
Distributions:
  Net investment income.................         (0.03)        (0.08)         (0.94)         (0.12)      (0.14)      (0.12)
  In excess of net investment income....            --            --          (0.01)            --          --          --
  Net realized gains....................         (1.36)        (1.73)         (0.83)         (0.29)      (0.45)      (0.22)
                                              --------       -------        -------       --------    --------    --------
    Total Distributions.................         (1.39)        (1.81)         (1.78)         (0.41)      (0.59)      (0.34)
                                              --------       -------        -------       --------    --------    --------
NET ASSET VALUE, END OF PERIOD..........      $  11.54       $ 11.50        $ 10.39       $  11.15    $   9.00    $  10.02
                                              ========       =======        =======       ========    ========    ========
Total Return (Excludes Sales Charge)....         12.63%(b)     31.53%         10.40%(b)      29.57%      (4.32)%     10.13%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).....      $ 59,719       $47,306        $35,984       $217,978    $173,198    $171,141
  Ratio of expenses to average net
    assets..............................          1.24%(c)      1.23%          0.97%(c)       0.95%       0.96%       0.96%
  Ratio of net investment income to
    average net assets..................          0.50%(c)      0.83%          0.85%(c)       1.25%       1.34%       1.21%
  Ratio of expenses to average net
    assets *............................          1.34%(c)      1.34%          1.05%(c)       0.95%       0.96%       0.96%
  Ratio of net investment income to
    average net assets *................          0.40%(c)      0.72%          0.77%(c)       1.25%       1.34%       1.21%
  Portfolio turnover (d)................         34.44%       113.17%         65.21%         77.00%      53.00%      66.00%
  Average commission rate paid (e)......      $ 0.0561       $0.0532        $0.0373
</TABLE>
 
- ------------
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Upon reorganizing as a fund of the One Group, the Paragon Value Growth Fund
    became the Value Growth Fund. Financial highlights for the periods prior to
    March 26, 1996 represent the Paragon Value Growth Fund. The per share data
    for the periods prior to March 26, 1996 have been restated to reflect the
    impact of restatement of net asset value from $15.26 to $10.00 effective
    March 26, 1996.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.
 
See notes to financial statements.
 
                                       91

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                        VALUE GROWTH FUND
                                            --------------------------------------------------------------------------
                                                                             CLASS B
                                            --------------------------------------------------------------------------
                                             SIX MONTHS                   SEVEN MONTHS                    SEPTEMBER 9,
                                               ENDED        YEAR ENDED       ENDED         YEAR ENDED       1994 TO
                                            DECEMBER 31,     JUNE 30,       JUNE 30,      NOVEMBER 30,    NOVEMBER 30,
                                                1997           1997         1996(A)           1995          1994(B)
                                            ------------    ----------    ------------    ------------    ------------
                                            (UNAUDITED)
<S>                                         <C>             <C>           <C>             <C>             <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD...................      $ 11.47        $ 10.39        $ 11.16         $  9.01         $  9.85
                                              -------        -------        -------         -------         -------
Investment Activities:
  Net investment income.................        (0.01)          0.01           0.91            0.05            0.02
  Net realized and unrealized gains
    (losses) from investments...........         1.39           2.82           0.07            2.46           (0.84)
                                              -------        -------        -------         -------         -------
    Total from Investment Activities....         1.38           2.83           0.98            2.51           (0.82)
                                              -------        -------        -------         -------         -------
Distributions:
  Net investment income.................           --          (0.02)         (0.91)          (0.07)          (0.02)
  In excess of net investment income....           --             --          (0.01)             --              --
  Net realized gains....................        (1.36)         (1.73)         (0.83)          (0.29)             --
                                              -------        -------        -------         -------         -------
    Total Distributions.................        (1.36)         (1.75)         (1.75)          (0.36)          (0.02)
                                              -------        -------        -------         -------         -------
NET ASSET VALUE,
  END OF PERIOD.........................      $ 11.49        $ 11.47        $ 10.39         $ 11.16         $  9.01
                                              =======        =======        =======         =======         =======
Total Return (Excludes Sales Charge)....        12.22% (c)     30.52%          9.96%(c)       28.74%          (8.31)%(c)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).....      $14,607        $10,517        $ 4,673         $ 2,923         $   412
  Ratio of expenses to average net
    assets..............................         1.99% (d)      1.98%          1.86%(d)        1.70%           1.71% (d)
  Ratio of net investment income to
    average net assets..................        (0.25)%(d)      0.07%          0.13%(d)        0.38%           0.76% (d)
  Ratio of expenses to average net
    assets *............................         1.99% (d)      2.00%          1.94%(d)        1.70%           1.71% (d)
  Ratio of net investment income to
    average net assets *................        (0.25)%(d)      0.05%          0.05%(d)        0.38%           0.76% (d)
  Portfolio turnover (e)................        34.44%        113.17%         65.21%          77.00%          53.00%
  Average commission rate paid (f)......      $0.0561        $0.0532        $0.0373
</TABLE>
 
- ------------
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Upon reorganizing as a fund of the One Group, the Paragon Value Growth Fund
    became the Value Growth Fund. Financial highlights for the periods prior to
    March 26, 1996 represent the Paragon Value Growth Fund. The per share data
    for the periods prior to March 26, 1996 have been restated to reflect the
    impact of restatement of net asset value from $15.21 to $10.00 effective
    March 26, 1996.
(b) Class B Shares commenced offering September 9, 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.
(f)  The average commission represents the total dollar amount of commissions
     paid on portfolio security transactions divided by the total number of
     portfolio shares purchased and sold for which commissions were charged. For
     the year ended June 30, 1996, the average commission was calculated for
     only the last seven months of the year.
 
See notes to financial statements.
 
                                       92

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                VALUE GROWTH
                                                                    FUND
                                                                ------------
                                                                  CLASS C
                                                                ------------
                                                                NOVEMBER 4,
                                                                  1997 TO
                                                                DECEMBER 31,
                                                                  1997(A)
                                                                ------------
                                                                (UNAUDITED)
<S>                                                             <C>
NET ASSET VALUE, BEGINNING OF PERIOD........................      $ 11.76
                                                                  -------
Investment Activities:
  Net realized and unrealized gains from investments
     (losses)...............................................         0.41
                                                                  -------
  Total from Investment Activities..........................         0.41
                                                                  -------
Distributions:
  Net realized gains........................................        (0.63)
                                                                  -------
     Total Distributions....................................        (0.63)
                                                                  -------
NET ASSET VALUE, END OF PERIOD..............................      $ 11.54
                                                                  =======
Total Return (Excludes Sales Charge)........................        (3.48)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................      $     1
  Ratio of expenses to average net assets...................         1.99% (c)
  Ratio of net investment income to average net assets......        (0.25)%(c)
  Portfolio turnover (d)....................................        34.44%
  Average commission rate paid (e)..........................      $0.0561
</TABLE>
 
- ------------
(a) Period from commencement of operations.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged.
 
See notes to financial statements.
 
                                       93

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                  LARGE COMPANY VALUE FUND
                                     -----------------------------------------------------------------------------------
                                                                          FIDUCIARY
                                     -----------------------------------------------------------------------------------
                                      SIX MONTHS
                                         ENDED                                YEAR ENDED JUNE 30,
                                     DECEMBER 31,       ----------------------------------------------------------------
                                         1997             1997          1996          1995          1994          1993
                                     -------------      --------      --------      --------      --------      --------
                                      (UNAUDITED)
<S>                                  <C>                <C>           <C>           <C>           <C>           <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD..............    $  14.79         $  12.83      $  12.87      $  11.34      $  11.64      $  11.34
                                       --------         --------      --------      --------      --------      --------
Investment Activities:
  Net investment income............        0.11             0.27          0.31          0.31          0.20          0.18
  Net realized and unrealized gains
    (losses) from investments......        1.33             3.01          1.20          2.18         (0.01)         0.58
                                       --------         --------      --------      --------      --------      --------
    Total from Investment
       Activities..................        1.44             3.28          1.51          2.49          0.19          0.76
                                       --------         --------      --------      --------      --------      --------
Distributions:
  Net investment income............       (0.11)           (0.26)        (0.31)        (0.32)        (0.19)        (0.18)
  Net realized gains...............       (0.93)           (1.06)        (1.24)        (0.64)        (0.30)        (0.28)
                                       --------         --------      --------      --------      --------      --------
    Total Distributions............       (1.04)           (1.32)        (1.55)        (0.96)        (0.49)        (0.46)
                                       --------         --------      --------      --------      --------      --------
NET ASSET VALUE,
  END OF PERIOD....................    $  15.19         $  14.79      $  12.83      $  12.87      $  11.34      $  11.64
                                       ========         ========      ========      ========      ========      ========
Total Return.......................        9.82%(a)        27.10%        12.71%        23.42%        (1.59)%        6.73%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period
    (000)..........................    $709,375         $686,156      $584,527      $365,376      $169,127      $132,833
  Ratio of expenses to average net
    assets.........................        0.96%(b)         0.97%         0.97%         1.00%         0.95%         0.86%
  Ratio of net investment income to
    average net assets.............        1.40%(b)         1.99%         2.43%         2.74%         1.72%         1.62%
  Ratio of expenses to average net
    assets *.......................        0.96%(b)         0.97%         0.98%         1.01%         1.02%         1.12%
  Ratio of net investment income to
    average net assets *...........        1.40%(b)         1.99%         2.42%         2.73%         1.65%         1.36%
  Portfolio turnover (c)...........       21.89%           77.05%       186.84%       203.13%       111.72%        51.75%
  Average commission rate paid
    (d)............................    $ 0.0595         $ 0.0575      $ 0.0415
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Not annualized.
(b) Annualized.
(c) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(d) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.
 
See notes to financial statements.
 
                                       94

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                      LARGE COMPANY VALUE FUND
                                             ---------------------------------------------------------------------------
                                                                               CLASS A
                                             ---------------------------------------------------------------------------
                                              SIX MONTHS
                                                 ENDED                            YEAR ENDED JUNE 30,
                                             DECEMBER 31,       --------------------------------------------------------
                                                 1997            1997         1996         1995        1994        1993
                                             -------------      -------      -------      ------      ------      ------
                                              (UNAUDITED)
<S>                                          <C>                <C>          <C>          <C>         <C>         <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD......................     $ 14.85         $ 12.87      $ 12.89      $11.34      $11.64      $11.33
                                                -------         -------      -------      ------      ------      ------
Investment Activities:
  Net investment income....................        0.09            0.23         0.27        0.28        0.17        0.16
  Net realized and unrealized gains
    (losses) from investments..............        1.33            3.04         1.22        2.20       (0.01)       0.59
                                                -------         -------      -------      ------      ------      ------
    Total from Investment Activities.......        1.42            3.27         1.49        2.48        0.16        0.75
                                                -------         -------      -------      ------      ------      ------
Distributions:
  Net investment income....................       (0.09)          (0.23)       (0.27)      (0.27)      (0.16)      (0.16)
  In excess of net investment income.......          --              --           --       (0.02)         --          --
  Net realized gains.......................       (0.93)          (1.06)       (1.24)      (0.64)      (0.30)      (0.28)
                                                -------         -------      -------      ------      ------      ------
    Total Distributions....................       (1.02)          (1.29)       (1.51)      (0.93)      (0.46)      (0.44)
                                                -------         -------      -------      ------      ------      ------
NET ASSET VALUE,
  END OF PERIOD............................     $ 15.25         $ 14.85      $ 12.87      $12.89      $11.34      $11.64
                                                =======         =======      =======      ======      ======      ======
Total Return (Excludes Sales Charge).......        9.65%(a)       26.90%       12.40%      22.64%       1.35%       6.64%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)........     $17,408         $14,832      $ 9,380      $3,481      $  698      $  451
  Ratio of expenses to average net
    assets.................................        1.21%(b)        1.22%        1.22%       1.25%       1.20%       1.10%
  Ratio of net investment income to average
    net assets.............................        1.15%(b)        1.72%        2.18%       2.52%       1.57%       1.41%
  Ratio of expenses to average net assets
    *......................................        1.31%(b)        1.31%        1.33%       1.37%       1.37%       1.50%
  Ratio of net investment income to average
    net assets *...........................        1.05%(b)        1.63%        2.07%       2.41%       1.40%       1.01%
  Portfolio turnover (c)...................       21.89%          77.05%      186.84%     203.13%     111.72%      51.75%
  Average commission rate paid (d).........     $0.0595         $0.0575      $0.0415
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Not annualized.
(b) Annualized.
(c) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(d) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.
 
See notes to financial statements.
 
                                       95

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                      LARGE COMPANY VALUE FUND
                                                  -----------------------------------------------------------------
                                                                               CLASS B
                                                  -----------------------------------------------------------------
                                                   SIX MONTHS
                                                      ENDED                        YEAR ENDED JUNE 30,
                                                  DECEMBER 31,        ---------------------------------------------
                                                      1997             1997         1996         1995       1994(A)
                                                  -------------       -------      -------      ------      -------
                                                   (UNAUDITED)
<S>                                               <C>                 <C>          <C>          <C>         <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD...........................     $ 14.95          $ 12.98      $ 12.96      $11.41      $11.87
                                                     -------          -------      -------      ------      ------
Investment Activities:
  Net investment income.........................        0.04             0.14         0.18        0.17        0.05
  Net realized and unrealized gains (losses)
    from investments............................        1.33             3.04         1.26        2.19       (0.46)
                                                     -------          -------      -------      ------      ------
    Total from Investment Activities............        1.37             3.18         1.44        2.36       (0.41)
                                                     -------          -------      -------      ------      ------
Distributions:
  Net investment income.........................       (0.05)           (0.15)       (0.18)      (0.17)      (0.05)
  Net realized gains............................       (0.93)           (1.06)       (1.24)      (0.64)         --
                                                     -------          -------      -------      ------      ------
    Total Distributions.........................       (0.98)           (1.21)       (1.42)      (0.81)      (0.05)
                                                     -------          -------      -------      ------      ------
NET ASSET VALUE,
  END OF PERIOD.................................     $ 15.34          $ 14.95      $ 12.98      $12.96      $11.41
                                                     =======          =======      =======      ======      ======
Total Return (Excludes Sales Charge)............        9.25%(b)        25.86%       11.95%      22.28%       3.48%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).............     $12,814          $ 9,288      $ 4,135      $  861      $  182
  Ratio of expenses to average net assets.......        1.96%(c)         1.97%        1.97%       2.00%       2.00%(c)
  Ratio of net investment income to average
    net assets..................................        0.39%(c)         0.96%        1.43%       1.74%       1.06%(c)
  Ratio of expenses to average net assets *.....        1.96%(c)         1.97%        1.98%       2.01%       2.00%(c)
  Ratio of net investment income to average
    net assets *................................        0.39%(c)         0.96%        1.42%       1.72%       1.06%(c)
  Portfolio turnover (d)........................       21.89%           77.05%      186.84%     203.13%     111.72%
  Average commission rate paid (e)..............     $0.0595          $0.0575      $0.0415
</TABLE>
 
- ------------
 
 *  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 B Shares commenced offering on January 14, 1994.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.
 
See notes to financial statements.
 
                                       96

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                   DISCIPLINED VALUE FUND
                                     -----------------------------------------------------------------------------------
                                                                          FIDUCIARY
                                     -----------------------------------------------------------------------------------
                                      SIX MONTHS
                                         ENDED                                YEAR ENDED JUNE 30,
                                     DECEMBER 31,       ----------------------------------------------------------------
                                         1997             1997          1996          1995          1994          1993
                                     -------------      --------      --------      --------      --------      --------
                                      (UNAUDITED)
<S>                                  <C>                <C>           <C>           <C>           <C>           <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD..............    $  15.65         $  14.69      $  13.20      $  11.90      $  12.76      $  11.49
                                       --------         --------      --------      --------      --------      --------
Investment Activities:
  Net investment income............        0.08             0.22          0.29          0.28          0.26          0.28
  Net realized and unrealized gains
    from investments...............        3.17             2.57          2.27          1.57          0.29          1.27
                                       --------         --------      --------      --------      --------      --------
    Total from Investment
       Activities..................        3.25             2.79          2.56          1.85          0.55          1.55
                                       --------         --------      --------      --------      --------      --------
Distributions:
  Net investment income............       (0.08)           (0.22)        (0.29)        (0.27)        (0.26)        (0.28)
  Net realized gains...............       (2.74)           (1.61)        (0.78)        (0.28)        (1.15)           --
                                       --------         --------      --------      --------      --------      --------
    Total Distributions............       (2.82)           (1.83)        (1.07)        (0.55)        (1.41)        (0.28)
                                       --------         --------      --------      --------      --------      --------
NET ASSET VALUE,
  END OF PERIOD....................    $  16.08         $  15.65      $  14.69      $  13.20      $  11.90      $  12.76
                                       ========         ========      ========      ========      ========      ========
Total Return.......................       21.58%(a)        20.56%        20.10%        16.03%         4.04%        13.58%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period
    (000)..........................    $591,390         $562,302      $522,474      $448,530      $418,238      $211,785
  Ratio of expenses to average net
    assets.........................        0.97%(b)         0.98%         0.99%         1.00%         0.93%         0.89%
  Ratio of net investment income to
    average net assets.............        0.91%(b)         1.52%         2.04%         2.21%         2.14%         2.30%
  Ratio of expenses to average net
    assets *.......................        0.97%(b)         0.98%         1.00%         1.10%         0.98%         1.08%
  Ratio of net investment income to
    average net assets *...........        0.91%(b)         1.52%         2.03%         2.11%         2.09%         2.11%
  Portfolio turnover (c)...........       39.06%           92.66%        90.55%       176.66%        56.33%       108.79%
  Average commission rate paid
    (d)............................    $ 0.0595         $ 0.0601      $ 0.0576
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Not annualized.
(b) Annualized.
(c) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(d) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.
 
See notes to financial statements.
 
                                       97

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                      DISCIPLINED VALUE FUND
                                          ------------------------------------------------------------------------------
                                                                             CLASS A
                                          ------------------------------------------------------------------------------
                                           SIX MONTHS
                                              ENDED                              YEAR ENDED JUNE 30,
                                          DECEMBER 31,       -----------------------------------------------------------
                                              1997            1997         1996         1995         1994         1993
                                          -------------      -------      -------      -------      -------      -------
                                           (UNAUDITED)
<S>                                       <C>                <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD...................     $ 15.68         $ 14.72      $ 13.22      $ 11.91      $ 12.75      $ 11.49
                                             -------         -------      -------      -------      -------      -------
Investment Activities:
  Net investment income.................        0.06            0.19         0.25         0.24         0.24         0.25
  Net realized and unrealized gains from
    investments.........................        3.18            2.57         2.28         1.59         0.30         1.26
                                             -------         -------      -------      -------      -------      -------
    Total from Investment Activities....        3.24            2.76         2.53         1.83         0.54         1.51
                                             -------         -------      -------      -------      -------      -------
Distributions:
  Net investment income.................       (0.06)          (0.19)       (0.25)       (0.24)       (0.23)       (0.25)
  Net realized gains....................       (2.74)          (1.61)       (0.78)       (0.26)       (1.10)          --
  In excess of net realized gains.......          --              --           --        (0.02)       (0.05)          --
                                             -------         -------      -------      -------      -------      -------
    Total Distributions.................       (2.80)          (1.80)       (1.03)       (0.52)       (1.38)       (0.25)
                                             -------         -------      -------      -------      -------      -------
NET ASSET VALUE,
  END OF PERIOD.........................     $ 16.12         $ 15.68      $ 14.72      $ 13.22      $ 11.91      $ 12.75
                                             =======         =======      =======      =======      =======      =======
Total Return (Excludes Sales Charge)....       21.47%(a)       20.21%       19.80%       15.43%        3.95%       13.27%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).....     $29,367         $23,909      $20,838      $13,560      $10,448      $ 3,435
  Ratio of expenses to average net
    assets..............................        1.22%(b)        1.23%        1.24%        1.26%        1.18%        1.12%
  Ratio of net investment income to
    average net assets..................        0.66%(b)        1.26%        1.79%        1.99%        2.00%        2.06%
  Ratio of expenses to average net
    assets *............................        1.32%(b)        1.31%        1.35%        1.36%        1.33%        1.46%
  Ratio of net investment income to
    average net assets *................        0.56%(b)        1.18%        1.68%        1.89%        1.85%        1.72%
  Portfolio turnover (c)................       39.06%          92.66%       90.55%      176.66%       56.33%      108.79%
  Average commission rate paid (d)......     $0.0595         $0.0601      $0.0576
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Not annualized.
(b) Annualized.
(c) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(d) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.
 
See notes to financial statements.
 
                                       98

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                         DISCIPLINED VALUE FUND
                                                    -----------------------------------------------------------------
                                                                                 CLASS B
                                                    -----------------------------------------------------------------
                                                     SIX MONTHS
                                                        ENDED                       YEAR ENDED JUNE 30,
                                                    DECEMBER 31,       ----------------------------------------------
                                                        1997            1997         1996         1995        1994(A)
                                                    -------------      -------      -------      -------      -------
                                                     (UNAUDITED)
<S>                                                 <C>                <C>          <C>          <C>          <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.............................     $ 15.64         $ 14.69      $ 13.19      $ 11.90      $12.60
                                                       -------         -------      -------      -------      ------
Investment Activities:
  Net investment income...........................          --            0.08         0.15         0.15        0.07
  Net realized and unrealized gains from
    investments...................................        3.17            2.55         2.27         1.58       (0.70)
                                                       -------         -------      -------      -------      ------
    Total from Investment Activities..............        3.17            2.63         2.42         1.73       (0.63)
                                                       -------         -------      -------      -------      ------
Distributions:
  Net investment income...........................       (0.01)          (0.07)       (0.14)       (0.15)      (0.06)
  In excess of net investment income..............          --              --           --        (0.01)      (0.01)
  Net realized gains..............................       (2.74)          (1.61)       (0.78)       (0.28)         --
                                                       -------         -------      -------      -------      ------
    Total Distributions...........................       (2.75)          (1.68)       (0.92)       (0.44)      (0.07)
                                                       -------         -------      -------      -------      ------
NET ASSET VALUE,
  END OF PERIOD...................................     $ 16.06         $ 15.64      $ 14.69      $ 13.19      $11.90
                                                       =======         =======      =======      =======      ======
Total Return (Excludes Sales Charge)..............       21.02% (b)      19.19%       18.93%       14.92%      (5.00)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...............     $25,238         $20,499      $16,305      $11,222      $5,356
  Ratio of expenses to average net assets.........        1.97% (c)       1.98%        1.99%        2.00%       1.96%(c)
  Ratio of net investment income to average net
    assets........................................       (0.10)%(c)       0.51%        1.04%        1.26%       1.80%(c)
  Ratio of expenses to average net assets *.......        1.97% (c)       1.98%        2.00%        2.01%       1.96%(c)
  Ratio of net investment income to average
    net assets *..................................       (0.10)%(c)       0.51%        1.03%        1.25%       1.80%(c)
  Portfolio turnover (d)..........................       39.06%          92.66%       90.55%      176.66%      56.33%
  Average commission rate paid (e)................     $0.0595         $0.0601      $0.0576
</TABLE>
 
- ------------
 
 *  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 B Shares commenced offering on January 14, 1994.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.
 
See notes to financial statements.
 
                                       99

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                 LARGE COMPANY GROWTH FUND
                                    ------------------------------------------------------------------------------------
                                                                         FIDUCIARY
                                    ------------------------------------------------------------------------------------
                                     SIX MONTHS
                                        ENDED                                 YEAR ENDED JUNE 30,
                                    DECEMBER 31,       -----------------------------------------------------------------
                                        1997              1997           1996          1995          1994         1993
                                    -------------      ----------      --------      --------      --------      -------
                                     (UNAUDITED)
<S>                                 <C>                <C>             <C>           <C>           <C>           <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.............   $    19.44        $    15.44      $  13.47      $  11.32      $  10.92      $  9.85
                                     ----------        ----------      --------      --------      --------      -------
Investment Activities:
  Net investment income...........         0.03              0.12          0.18          0.20          0.20         0.23
  Net realized and unrealized
    gains from investments........         1.67              4.79          2.14          3.04          0.67         1.12
                                     ----------        ----------      --------      --------      --------      -------
    Total from Investment
       Activities.................         1.70              4.91          2.32          3.24          0.87         1.35
                                     ----------        ----------      --------      --------      --------      -------
Distributions:
  Net investment income...........        (0.02)            (0.11)        (0.18)        (0.20)        (0.20)       (0.23)
  Net realized gains..............        (2.88)            (0.80)        (0.17)        (0.89)        (0.27)       (0.05)
                                     ----------        ----------      --------      --------      --------      -------
    Total Distributions...........        (2.90)            (0.91)        (0.35)        (1.09)        (0.47)       (0.28)
                                     ----------        ----------      --------      --------      --------      -------
NET ASSET VALUE,
  END OF PERIOD...................   $    18.24        $    19.44      $  15.44      $  13.47      $  11.32      $ 10.92
                                     ==========        ==========      ========      ========      ========      =======
Total Return......................         9.03%(a)         33.11%        17.36%        21.85%         8.04%       13.92%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period
    (000).........................   $1,253,716        $1,142,864      $745,986      $531,595      $150,035      $41,317
  Ratio of expenses to average net
    assets........................         1.01%(b)          0.99%         0.96%         1.00%         0.78%        0.39%
  Ratio of net investment income
    to average net assets.........         0.34%(b)          0.69%         1.20%         1.72%         1.87%        2.24%
  Ratio of expenses to average net
    assets *......................         1.01%(b)          0.99%         0.99%         1.00%         1.13%        1.43%
  Ratio of net investment income
    to average net assets *.......         0.34%(b)          0.69%         1.17%         1.72%         1.52%        1.21%
  Portfolio turnover (c)..........        34.66%            57.17%        35.51%        14.22%         9.04%       10.61%
  Average commission rate paid
    (d)...........................   $   0.0564        $   0.0681      $ 0.0647
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Not annualized.
(b) Annualized.
(c) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(d) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.
 
See notes to financial statements.
 
                                      100

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                       LARGE COMPANY GROWTH FUND
                                                  -------------------------------------------------------------------
                                                                                CLASS A
                                                  -------------------------------------------------------------------
                                                   SIX MONTHS
                                                      ENDED                         YEAR ENDED JUNE 30,
                                                  DECEMBER 31,        -----------------------------------------------
                                                      1997              1997         1996         1995        1994(A)
                                                  -------------       --------      -------      -------      -------
                                                   (UNAUDITED)
<S>                                               <C>                 <C>           <C>          <C>          <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD...........................    $  19.92          $  15.83      $ 13.83      $ 11.62      $11.78
                                                    --------          --------      -------      -------      ------
Investment Activities:
  Net investment income.........................        0.01              0.08         0.14         0.17        0.04
  Net realized and unrealized gains (losses)
    from investments............................        1.71              4.88         2.17         3.10       (0.16)
                                                    --------          --------      -------      -------      ------
    Total from Investment Activities............        1.72              4.96         2.31         3.27       (0.12)
                                                    --------          --------      -------      -------      ------
Distributions:
  Net investment income.........................       (0.01)            (0.07)       (0.14)       (0.16)      (0.04)
  In excess of net investment income............          --                --           --        (0.01)         --
  Net realized gains............................       (2.88)            (0.80)       (0.17)       (0.89)         --
                                                    --------          --------      -------      -------      ------
    Total Distributions.........................       (2.89)            (0.87)       (0.31)       (1.06)      (0.04)
                                                    --------          --------      -------      -------      ------
NET ASSET VALUE,
  END OF PERIOD.................................    $  18.75          $  19.92      $ 15.83      $ 13.83      $11.62
                                                    ========          ========      =======      =======      ======
Total Return (Excludes Sales Charge)............        8.87% (b)        32.57%       16.85%       21.52%      (1.02)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).............    $152,579          $125,910      $75,114      $27,428      $  368
  Ratio of expenses to average net assets.......        1.26% (c)         1.24%        1.21%        1.26%       1.25%(c)
  Ratio of net investment income to average
    net assets..................................        0.09% (c)         0.44%        0.95%        1.49%       1.78%(c)
  Ratio of expenses to average net assets *.....        1.36% (c)         1.32%        1.34%        1.36%       1.35%(c)
  Ratio of net investment income to average net
    assets *....................................       (0.01)%(c)         0.36%        0.82%        1.39%       1.68%(c)
  Portfolio turnover (d)........................       34.66%            57.17%       35.51%       14.22%       9.04%
  Average commission rate paid (e)..............    $ 0.0564          $ 0.0681      $0.0647
</TABLE>
 
- ------------
 
 *  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 January 1, 1994.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.
 
See notes to financial statements.
 
                                      101

<PAGE>
 
    ----------------------------------------------------------------------------
    The One Group Family of Mutual Funds
 
    ----------------------------------------------------------------------------
    FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                      LARGE COMPANY GROWTH FUND
                                                  ------------------------------------------------------------------
                                                                               CLASS B
                                                  ------------------------------------------------------------------
                                                   SIX MONTHS
                                                      ENDED                        YEAR ENDED JUNE 30,
                                                  DECEMBER 31,        ----------------------------------------------
                                                      1997              1997         1996         1995       1994(A)
                                                  -------------       --------      -------      ------      -------
                                                   (UNAUDITED)
<S>                                               <C>                 <C>           <C>          <C>         <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD...........................    $  19.61          $  15.63      $ 13.63      $11.47      $11.57
                                                    --------          --------      -------      ------      ------
Investment Activities:
  Net investment income (loss)..................       (0.04)            (0.04)        0.05        0.09        0.03
  Net realized and unrealized gains (losses)
    from
    investments.................................        1.66              4.82         2.17        3.06       (0.10)
                                                    --------          --------      -------      ------      ------
    Total from Investment Activities............        1.62              4.78         2.22        3.15       (0.07)
                                                    --------          --------      -------      ------      ------
Distributions:
  Net investment income.........................          --                --        (0.05)      (0.09)      (0.03)
  In excess of net investment income............          --                --           --       (0.01)         --
  Net realized gains............................       (2.88)            (0.80)       (0.17)      (0.89)         --
                                                    --------          --------      -------      ------      ------
    Total Distributions.........................       (2.88)            (0.80)       (0.22)      (0.99)      (0.03)
                                                    --------          --------      -------      ------      ------
NET ASSET VALUE,
  END OF PERIOD.................................    $  18.35          $  19.61      $ 15.63      $13.36      $11.47
                                                    ========          ========      =======      ======      ======
Total Return (Excludes Sales Charge)............        8.49% (b)        31.74%       16.41%      20.65%      (0.66)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).............    $184,424          $132,268      $56,261      $6,918      $  334
  Ratio of expenses to average net assets.......        2.01% (c)         2.00%        1.96%       2.01%       1.99%(c)
  Ratio of net investment income to average net
    assets......................................       (0.65)%(c)        (0.33)%       0.20%       0.74%       0.96%(c)
  Ratio of expenses to average net assets *.....        2.01% (c)         2.00%        1.99%       2.01%       1.99%(c)
  Ratio of net investment income to average
    net assets *................................       (0.65)%(c)        (0.33)%       0.17%       0.74%       0.96%(c)
  Portfolio turnover (d)........................       34.66%            57.17%       35.51%      14.22%      9.04%
  Average commission rate paid (e)..............    $ 0.0564          $ 0.0681      $0.0647
</TABLE>
 
- ------------
 
 *  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 B Shares commenced offering on January 14, 1994.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.
 
See notes to financial statements.
 
                                      102

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                   LARGE
                                                                  COMPANY
                                                                GROWTH FUND
                                                                ------------
                                                                  CLASS C
                                                                ------------
                                                                NOVEMBER 4,
                                                                  1997 TO
                                                                DECEMBER 31,
                                                                  1997(A)
                                                                ------------
                                                                (UNAUDITED)
<S>                                                             <C>
NET ASSET VALUE, BEGINNING OF PERIOD........................      $ 18.98
                                                                  -------
Investment Activities:
  Net investment income (loss)..............................        (0.01)
  Net realized and unrealized gains from investments........         0.58
                                                                  -------
     Total from Investment Activities.......................         0.57
                                                                  -------
Distributions:
  Net realized gains........................................        (1.34)
                                                                  -------
     Total Distributions....................................        (1.34)
                                                                  -------
NET ASSET VALUE, END OF PERIOD..............................      $ 18.21
                                                                  =======
Total Return (Excludes Sales Charge)........................         2.98% (b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................      $    50
  Ratio of expenses to average net assets...................         2.01% (c)
  Ratio of net investment income to average net assets......        (0.65)%(c)
  Portfolio turnover (d)....................................        34.66%
  Average commission rate paid (e)..........................      $0.0564
</TABLE>
 
- ------------
 
(a) Period from commencement of operations.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged.
 
See notes to financial statements.
 
                                      103

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                     GROWTH OPPORTUNITIES FUND
                                        ------------------------------------------------------------------------------------
                                                                             FIDUCIARY
                                        ------------------------------------------------------------------------------------
                                         SIX MONTHS
                                            ENDED                                 YEAR ENDED JUNE 30,
                                        DECEMBER 31,        ----------------------------------------------------------------
                                            1997              1997          1996          1995          1994          1993
                                        -------------       --------      --------      --------      --------      --------
                                         (UNAUDITED)
<S>                                     <C>                 <C>           <C>           <C>           <C>           <C>
NET ASSET VALUE, BEGINNING OF
  PERIOD............................      $  19.46          $  18.81      $  18.40      $  15.96      $  16.96      $  14.54
                                          --------          --------      --------      --------      --------      --------
Investment Activities:
  Net investment income (loss)......         (0.04)             0.25          0.20          0.06          0.07          0.06
  Net realized and unrealized gains
    from investments................          2.60              3.59          3.83          2.98         (0.05)         2.99
                                          --------          --------      --------      --------      --------      --------
    Total from Investment
       Activities...................          2.56              3.84          4.03          3.04          0.02          3.05
                                          --------          --------      --------      --------      --------      --------
Distributions:
  Net investment income.............            --             (0.27)        (0.20)        (0.06)        (0.07)        (0.06)
  Net realized gains................         (2.58)            (2.92)        (3.42)        (0.54)        (0.95)        (0.57)
                                          --------          --------      --------      --------      --------      --------
    Total Distributions.............         (2.58)            (3.19)        (3.62)        (0.60)        (1.02)        (0.63)
                                          --------          --------      --------      --------      --------      --------
NET ASSET VALUE, END OF PERIOD......      $  19.44          $  19.46      $  18.81      $  18.40      $  15.96      $  16.96
                                          ========          ========      ========      ========      ========      ========
Total Return........................         13.23% (a)        22.75%        24.63%        19.75%        (0.16)%       21.36%
 
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period
    (000)...........................      $733,898          $623,911      $532,525      $413,518      $389,567      $232,898
  Ratio of expenses to average net
    assets..........................          1.01% (b)         0.99%         1.00%         0.98%         0.98%         0.89%
  Ratio of net investment income to
    average net assets..............         (0.43)%(b)         1.32%         1.15%         0.38%         0.42%         0.41%
  Ratio of expenses to average net
    assets *........................          1.01% (b)         0.99%         1.01%         0.98%         1.03%         1.11%
  Ratio of net investment income to
    average net assets *............         (0.43)%(b)         1.32%         1.14%         0.38%         0.37%         0.19%
  Portfolio turnover (c)............         82.27%           301.35%       435.30%       132.63%        70.67%        64.64%
  Average commission rate paid
    (d).............................      $ 0.0594          $ 0.0386      $ 0.0451
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Not annualized.
(b) Annualized.
(c) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(d) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.
 
See notes to financial statements.
 
                                      104

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                     GROWTH OPPORTUNITIES FUND
                                        ------------------------------------------------------------------------------------
                                                                              CLASS A
                                        ------------------------------------------------------------------------------------
                                         SIX MONTHS
                                            ENDED                                 YEAR ENDED JUNE 30,
                                        DECEMBER 31,        ----------------------------------------------------------------
                                            1997              1997          1996          1995          1994          1993
                                        -------------       --------      --------      --------      --------      --------
                                         (UNAUDITED)
<S>                                     <C>                 <C>           <C>           <C>           <C>           <C>
NET ASSET VALUE, BEGINNING OF
  PERIOD............................      $  19.37          $  18.76      $  18.36      $  15.93      $  16.96      $  14.54
                                          --------          --------      --------      --------      --------      --------
Investment Activities:
  Net investment income (loss)......         (0.04)             0.21          0.17          0.02          0.04          0.03
  Net realized and unrealized gains
    (losses) from investments.......          2.55              3.58          3.80          2.98         (0.08)         3.00
                                          --------          --------      --------      --------      --------      --------
    Total from Investment
       Activities...................          2.51              3.79          3.97          3.00         (0.04)         3.03
                                          --------          --------      --------      --------      --------      --------
Distributions:
  Net investment income.............            --             (0.26)        (0.15)        (0.01)        (0.03)        (0.04)
  In excess of net investment
    income..........................            --                --            --         (0.02)        (0.01)           --
  Net realized gains................         (2.58)            (2.92)        (3.42)        (0.54)        (0.95)        (0.57)
                                          --------          --------      --------      --------      --------      --------
    Total Distributions                      (2.58)            (3.18)        (3.57)        (0.57)        (0.99)        (0.61)
                                          --------          --------      --------      --------      --------      --------
NET ASSET VALUE, END OF PERIOD......      $  19.30          $  19.37      $  18.76      $  18.36      $  15.93      $  16.96
                                          ========          ========      ========      ========      ========      ========
Total Return (Excludes Sales
  Charge)...........................         13.03% (a)        22.52%        24.32%        19.50%        (0.52)%       21.70%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period
    (000)...........................      $ 62,939          $ 43,370      $ 28,052      $ 11,178      $  8,097      $  5,757
  Ratio of expenses to average net
    assets..........................          1.26% (b)         1.25%         1.25%         1.23%         1.22%         1.11%(b)
  Ratio of net investment income to
    average net assets..............         (0.66)%(b)         0.92%         0.90%         0.12%         0.27%         0.25%(b)
  Ratio of expenses to average net
    assets *........................          1.36% (b)         1.34%         1.36%         1.33%         1.38%         1.48%(b)
  Ratio of net investment income to
    average net assets *............         (0.76)%(b)         0.83%         0.79%         0.02%         0.11%        (0.12)%(b)
  Portfolio turnover (c)............         82.27%           301.35%       435.30%       132.63%        70.67%        64.64%
  Average commission rate paid (d)        $ 0.0594          $ 0.0386      $ 0.0451
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Not annualized.
(b) Annualized.
(c) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(d) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.
 
See notes to financial statements.
 
                                      105

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                          GROWTH OPPORTUNITIES FUND
                                                     -------------------------------------------------------------------
                                                                                   CLASS B
                                                     -------------------------------------------------------------------
                                                       SIX MONTHS
                                                         ENDED                         YEAR ENDED JUNE 30,
                                                      DECEMBER 31,        ----------------------------------------------
                                                          1997             1997         1996         1995        1994(A)
                                                     --------------       -------      -------      -------      -------
                                                      (UNAUDITED)
<S>                                                  <C>                  <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD.............       $ 18.82           $ 18.43      $ 18.14      $ 15.85      $ 17.44
                                                        -------           -------      -------      -------      -------
Investment Activities:
  Net investment income (loss)...................         (0.07)             0.11         0.09        (0.07)       (0.02)
  Net realized and unrealized gains from
    investments..................................          2.43              3.44         3.69         2.90        (1.56)
                                                        -------           -------      -------      -------      -------
    Total from Investment Activities.............          2.36              3.55         3.78         2.83        (1.58)
                                                        -------           -------      -------      -------      -------
Distributions:
  Net investment income..........................            --             (0.22)       (0.07)          --        (0.01)
  In excess of net investment income.............            --             (0.02)          --           --           --
  Net realized gains.............................         (2.58)            (2.92)       (3.42)       (0.54)          --
                                                        -------           -------      -------      -------      -------
    Total Distributions..........................         (2.58)            (3.16)       (3.49)       (0.54)       (0.01)
                                                        -------           -------      -------      -------      -------
NET ASSET VALUE, END OF PERIOD...................       $ 18.60           $ 18.82      $ 18.43      $ 18.14      $ 15.85
                                                        =======           =======      =======      =======      =======
Total Return (Excludes Sales Charge).............         12.60% (b)        21.73%       23.53%       18.47%       (9.07)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)..............       $61,686           $37,409      $12,910      $ 2,787      $ 1,131
  Ratio of expenses to average net assets........          2.01% (c)         2.00%        2.00%        1.98%        2.12%(c)
  Ratio of net investment income to average
    net assets...................................         (1.41)%(c)         0.01%        0.15%       (0.63)%      (0.55)%(c)
  Ratio of expenses to average net assets *......          2.01% (c)         2.00%        2.01%        1.98%        2.12%(c)
  Ratio of net investment income to average net
    assets *.....................................         (1.41)%(c)         0.01%        0.14%       (0.63)%      (0.55)%(c)
  Portfolio turnover (d).........................         82.27%           301.35%      435.30%      132.63%       70.67%
  Average commission rate paid (e)...............       $0.0594           $0.0386      $0.0451
</TABLE>
 
- ------------
 
 *  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 B Shares commenced offering on January 14, 1994.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.
 
See notes to financial statements.
 
                                      106

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                   GROWTH
                                                                OPPORTUNITIES
                                                                    FUND
                                                                -------------
                                                                   CLASS C
                                                                -------------
                                                                 NOVEMBER 4,
                                                                   1997 TO
                                                                DECEMBER 31,
                                                                   1997(A)
                                                                -------------
                                                                 (UNAUDITED)
<S>                                                             <C>
NET ASSET VALUE, BEGINNING OF PERIOD........................       $ 21.47
                                                                   -------
Investment Activities:
  Net investment income (loss)..............................         (0.03)
  Net realized and unrealized gains from investments........         (0.25)
                                                                   -------
     Total from Investment Activities.......................         (0.28)
                                                                   -------
Distributions:
  Net realized gains........................................         (1.78)
                                                                   -------
     Total Distributions....................................         (1.78)
                                                                   -------
NET ASSET VALUE, END OF PERIOD..............................       $ 19.41
                                                                   =======
Total Return (Excludes Sales Charge)........................         (1.07)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................       $     2
  Ratio of expenses to average net assets...................          2.01% (c)
  Ratio of net investment income to average net assets......         (1.41)%(c)
  Portfolio turnover (d)....................................         82.27%
  Average commission rate paid (e)..........................       $0.0594
</TABLE>
 
- ------------
 
(a) Period from commencement of operations.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged.
 
See notes to financial statements.
 
                                      107

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                    SMALL CAPITALIZATION FUND
                                                            -----------------------------------------
                                                                            FIDUCIARY
                                                            -----------------------------------------
                                                             SIX MONTHS         YEAR        MARCH 26,
                                                               ENDED           ENDED         1996 TO
                                                            DECEMBER 31,      JUNE 30,      JUNE 30,
                                                                1997            1997        1996 (A)
                                                            ------------      --------      ---------
                                                            (UNAUDITED)
<S>                                                         <C>               <C>           <C>
NET ASSET VALUE, BEGINNING OF PERIOD..................        $ 10.94         $ 10.75        $ 10.00
                                                              -------         -------        -------
Investment Activities:
  Net investment income (loss)........................          (0.01)          (0.02)            --
  Net realized and unrealized gains (losses) from
     investments......................................           1.74            1.31           0.78
                                                              -------         -------        -------
     Total from Investment Activities.................           1.73            1.29           0.78
                                                              -------         -------        -------
Distributions:
  Net realized gains..................................          (1.33)          (1.10)         (0.03)
                                                              -------         -------        -------
     Total Distributions..............................          (1.33)          (1.10)         (0.03)
                                                              -------         -------        -------
NET ASSET VALUE, END OF PERIOD........................        $ 11.34         $ 10.94        $ 10.75
                                                              =======         =======        =======
Total Return..........................................          16.30% (b)      13.44%         13.39%(b)(c)
                                                              =======         =======        =======
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...................        $86,817         $78,318        $83,371
  Ratio of expenses to average net assets.............           1.08% (d)       1.02%          0.96%(d)
  Ratio of net investment income to average net
     assets...........................................          (0.26)%(d)      (0.16)%        (0.16)%(d)
  Ratio of expenses to average net assets *...........           1.13% (d)       1.12%          1.05%(d)
  Ratio of net investment income to average net assets
     *................................................          (0.31)%(d)      (0.26)%        (0.25)%(d)
  Portfolio turnover (e)..............................          36.86%          92.01%         59.57%
  Average commission rate paid (f)....................        $0.0667         $0.0676        $0.0685
</TABLE>
 
- ------------
 
 *  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 date reorganized as a fund of The One Group.
(b) Not annualized.
(c) Represents total return for Class A Shares from December 1, 1995 through
    March 25, 1996 plus total return for Fiduciary Shares for the period from
    March 26, 1996 through June 30, 1996.
(d) Annualized.
(e) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(f)  The average commission represents the total dollar amount of commissions
     paid on portfolio security transactions divided by the total number of
     portfolio shares purchased and sold for which commissions were charged. For
     the year ended June 30, 1996, the average commission was calculated for
     only the last seven months of the year.
 
See notes to financial statements.
 
                                      108

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                SMALL CAPITALIZATION FUND
                                          ----------------------------------------------------------------------
                                                                         CLASS A
                                          ----------------------------------------------------------------------
                                           SIX MONTHS      YEAR     SEVEN MONTHS
                                             ENDED        ENDED        ENDED             YEAR ENDED JUNE 30,
                                          DECEMBER 31,   JUNE 30,     JUNE 30,       ---------------------------
                                              1997         1997       1996 (A)        1995      1994      1993
                                          ------------   --------   ------------     -------   -------   -------
                                          (UNAUDITED)
<S>                                       <C>            <C>        <C>              <C>       <C>       <C>
NET ASSET VALUE, BEGINNING OF PERIOD....    $ 10.94      $ 10.73      $ 11.50        $  9.36   $ 10.11   $  9.48
                                            -------      -------      -------        -------   -------   -------
Investment Activities:
  Net investment income (loss)..........      (0.03)       (0.04)       (0.07)         (0.04)    (0.04)    (0.02)
  Net realized and unrealized gains
    (losses)
    from investments....................       1.75         1.35         1.40           2.35     (0.63)     0.88
                                            -------      -------      -------        -------   -------   -------
    Total from Investment Activities....       1.72         1.31         1.33           2.31     (0.67)     0.86
                                            -------      -------      -------        -------   -------   -------
Distributions:
  Net investment income.................         --           --           --             --        --     (0.01)
  Net realized gains....................      (1.33)       (1.10)       (2.10)         (0.17)    (0.08)    (0.22)
                                            -------      -------      -------        -------   -------   -------
    Total Distributions.................      (1.33)       (1.10)       (2.10)         (0.17)    (0.08)    (0.23)
                                            -------      -------      -------        -------   -------   -------
NET ASSET VALUE, END OF PERIOD..........    $ 11.33      $ 10.94      $ 10.73        $ 11.50   $  9.36   $ 10.11
                                            =======      =======      =======        =======   =======   =======
Total Return (Excludes Sales Charge)....      16.21% (b)   13.52%       12.85% (b)     25.07%    (6.66)%    9.10%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).....    $18,477      $17,299      $18,356        $95,467   $77,540   $74,982
  Ratio of expenses to average net
    assets..............................       1.32% (c)    1.27%        1.05% (c)      1.03%     1.00%     1.01%
  Ratio of net investment income to
    average net assets..................      (0.52)%(c)   (0.41)%      (0.33)%(c)     (0.36)%   (0.38)%   (0.21)%
  Ratio of expenses to average net
    assets *............................       1.47% (c)    1.45%        1.07% (c)      1.03%     1.00%     1.01%
  Ratio of net investment income to
    average net assets *................      (0.67)%(c)   (0.59)%      (0.35)%(c)     (0.36)%   (0.38)%   (0.21)%
  Portfolio turnover (d)................      36.86%       92.01%       59.57%         65.00%    51.00%    59.00%
  Average commission rate paid (e)......    $0.0667      $0.0676      $0.0685
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Upon reorganizing as a fund of The One Group, the Paragon Gulf South Growth
    Fund became the Gulf South Growth Fund. Financial highlights for the periods
    prior to March 26, 1996 represents the Paragon Gulf South Growth Fund. The
    per share data for the periods prior to March 26, 1996 have been restated to
    reflect the impact of restatement of net asset value from $15.70 to $10.00
    effective March 26, 1996.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.
 
See notes to financial statements.
 
                                      109

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                   SMALL CAPITALIZATION FUND
                                       ---------------------------------------------------------------------------------
<S>                                    <C>               <C>           <C>                <C>               <C>
                                                                            CLASS B
                                       ---------------------------------------------------------------------------------
 
<CAPTION>
                                        SIX MONTHS         YEAR        SEVEN MONTHS           YEAR           SEPTEMBER
                                                                                                                12,
                                          ENDED           ENDED            ENDED             ENDED            1994 TO
                                       DECEMBER 31,      JUNE 30,        JUNE 30,         NOVEMBER 30,      NOVEMBER 30,
                                           1997            1997          1996 (A)             1995            1994 (B)
                                         -------         -------          -------            ------            ------
                                       (UNAUDITED)
<S>                                    <C>               <C>           <C>                <C>               <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD................    $ 10.84         $ 10.72          $ 11.56            $ 9.47            $10.40
                                         -------         -------          -------            ------            ------
Investment Activities:
  Net investment income (loss).......      (0.04)          (0.10)           (0.06)            (0.07)            (0.01)
  Net realized and unrealized gains
    (losses) from investments........       1.69            1.32             1.35              2.33             (0.92)
                                         -------         -------          -------            ------            ------
    Total from Investment
      Activities.....................       1.65            1.22             1.29              2.26             (0.93)
                                         -------         -------          -------            ------            ------
Distributions:
  Net realized gains.................      (1.33)          (1.10)           (2.13)            (0.17)               --
                                         -------         -------          -------            ------            ------
    Total Distributions..............      (1.33)          (1.10)           (2.13)            (0.17)               --
                                         -------         -------          -------            ------            ------
NET ASSET VALUE, END OF PERIOD.......    $ 11.16         $ 10.84          $ 10.72            $11.56            $ 9.47
                                         =======         =======          =======            ======            ======
Total Return (Excludes Sales
  Charge)............................      15.71% (c)      12.74%           12.47% (c)        24.21%            (9.08)%(c)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period
    (000)............................    $ 4,987         $ 3,835          $ 2,545            $1,814            $  231
  Ratio of expenses to average net
    assets...........................       2.09% (d)       2.02%            1.87% (d)         1.78%             1.75% (d)
  Ratio of net investment income to
    average net assets...............      (1.24)%(d)      (1.16)%          (1.10)%(d)        (1.16)%           (0.90)%(d)
  Ratio of expenses to average net
    assets *.........................       2.14% (d)       2.12%            1.92% (d)         1.78%             1.75% (d)
  Ratio of net investment income to
    average net assets *.............      (1.29)%(d)      (1.26)%          (1.15)%(d)        (1.16)%           (0.90)%(d)
  Portfolio turnover (e).............      36.86%          92.01%           59.57%            65.00%            51.00%
  Average commission rate paid (f)...    $0.0667         $0.0676          $0.0685
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Upon reorganizing as a fund of The One Group, the Paragon Gulf South Growth
    Fund became the Gulf South Growth Fund. Financial highlights for the periods
    prior to March 26, 1996 represents the Paragon Gulf South Growth Fund. The
    per share data for the periods prior to March 26, 1996 have been restated to
    reflect the impact of restatement of net asset value from $15.48 to $10.00
    effective March 26, 1996.
(b) Class B Shares commenced offering September 12, 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.
(f)  The average commission represents the total dollar amount of commissions
     paid on portfolio security transactions divided by the total number of
     portfolio shares purchased and sold for which commissions were charged. For
     the year ended June 30, 1996, the average commission was calculated for
     only the last seven months of the year.
 
See notes to financial statements.
 
                                      110

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                              SMALL CAPITALIZATION FUND
                                                              --------------------------
                                                                       CLASS C
                                                              --------------------------
                                                                     NOVEMBER 4,
                                                                       1997 TO
                                                                     DECEMBER 31,
                                                                       1997 (A)
                                                              --------------------------
                                                                     (UNAUDITED)
<S>                                                           <C>
NET ASSET VALUE, BEGINNING OF PERIOD........................           $ 13.03
                                                                       -------
Investment Activities:
  Net investment income (loss)..............................             (0.01)
  Net realized and unrealized gains (losses) from
    investments.............................................             (0.36)
                                                                       -------
    Total from Investment Activities........................             (0.37)
                                                                       -------
Distributions:
  Net realized gains                                                     (1.33)
                                                                       -------
    Total Distributions.....................................             (1.33)
                                                                       -------
NET ASSET VALUE, END OF PERIOD..............................           $ 11.33
                                                                       =======
Total Return (Excludes Sales Charge)........................             (2.43)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................           $     1
  Ratio of expenses to average net assets...................              2.09% (c)
  Ratio of net investment income to average net assets......             (1.24)%(c)
  Ratio of expenses to average net assets *.................              2.14% (c)
  Ratio of net investment income to average net assets *....             (1.29)%(c)
  Portfolio turnover (d)....................................             36.86%
  Average commission rate paid (e)..........................           $0.0667
</TABLE>
 
- ------------
 
 *  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) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged.
 
See notes to financial statements.
 
                                      111

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                               INTERNATIONAL EQUITY INDEX FUND
                                      ----------------------------------------------------------------------------------
                                                                          FIDUCIARY
                                      ----------------------------------------------------------------------------------
                                       SIX MONTHS
                                          ENDED                                YEAR ENDED JUNE 30,
                                      DECEMBER 31,       ---------------------------------------------------------------
                                          1997             1997          1996          1995          1994        1993(A)
                                      -------------      --------      --------      --------      --------      -------
                                       (UNAUDITED)
<S>                                   <C>                <C>           <C>           <C>           <C>           <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD...............    $  16.89         $  15.17      $  13.93      $  13.46      $  11.80      $ 10.00
                                        --------         --------      --------      --------      --------      -------
Investment Activities:
  Net investment income.............        0.03             0.15          0.11          0.13          0.11         0.06
  Net realized and unrealized gains
    (losses) from investments.......       (1.24)            2.02          1.43          0.46          1.68         1.75
                                        --------         --------      --------      --------      --------      -------
    Total from Investment
       Activities...................       (1.21)            2.17          1.54          0.59          1.79         1.81
                                        --------         --------      --------      --------      --------      -------
Distributions:
  Net investment income.............       (0.02)           (0.30)        (0.16)        (0.08)        (0.11)       (0.01)
  In excess of net investment
    income..........................          --               --         (0.02)           --            --           --
  Net realized gains................       (0.43)           (0.15)        (0.12)        (0.04)        (0.01)          --
  In excess of net realized gains...          --               --            --            --         (0.01)          --
                                        --------         --------      --------      --------      --------      -------
    Total Distributions.............       (0.45)           (0.45)        (0.30)        (0.12)        (0.13)       (0.01)
                                        --------         --------      --------      --------      --------      -------
NET ASSET VALUE,
  END OF PERIOD.....................    $  15.23         $  16.89      $  15.17      $  13.93      $  13.46      $ 11.80
                                        ========         ========      ========      ========      ========      =======
Total Return........................       (7.16)%(b)       14.64%        11.22%         4.20%        15.44%       26.96%(c)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period
    (000)...........................    $441,609         $449,949      $347,790      $218,299      $145,640      $35,384
  Ratio of expenses to average net
    assets..........................        0.91% (c)        0.86%         0.97%         1.04%         1.02%        1.22%(c)
  Ratio of net investment income to
    average net assets..............        0.31% (c)        1.00%         1.04%         1.25%         1.27%        1.37%(c)
  Ratio of expenses to average net
    assets *........................        0.91% (c)        0.86%         1.00%         1.04%         1.02%        2.34%(c)
  Ratio of net investment income to
    average net assets *............        0.31% (c)        1.00%         1.01%         1.25%         1.27%        0.25%(c)
  Portfolio turnover (d)............        7.57%            9.61%         6.28%         4.67%         7.74%        3.10%
  Average commission rate paid
    (e).............................    $ 0.0047         $ 0.0034      $ 0.0022
</TABLE>
 
- ------------
 
 *  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) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.
 
See notes to financial statements.
 
                                      112

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                    INTERNATIONAL EQUITY INDEX FUND
                                             ------------------------------------------------------------------------------
                                                                                CLASS A
                                             ------------------------------------------------------------------------------
                                              SIX MONTHS
                                                 ENDED                              YEAR ENDED JUNE 30,
                                             DECEMBER 31,       -----------------------------------------------------------
                                                 1997            1997         1996         1995         1994        1993(A)
                                             -------------      -------      -------      -------      -------      -------
                                              (UNAUDITED)
<S>                                          <C>                <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD.....       $ 16.92         $ 15.16      $ 13.92      $ 13.49      $ 11.80      $ 11.74
                                                -------         -------      -------      -------      -------      -------
Investment Activities:
  Net investment income..................          0.04            0.11         0.14         0.12         0.09         0.02
  Net realized and unrealized gains
    (losses) from investments............         (1.28)           2.03         1.40         0.43         1.67         0.04
                                                -------         -------      -------      -------      -------      -------
    Total from Investment Activities.....         (1.24)           2.14         1.54         0.55         1.76         0.06
                                                -------         -------      -------      -------      -------      -------
Distributions:
  Net investment income..................            --           (0.23)       (0.16)       (0.08)       (0.05)          --
  In excess of net investment income.....            --              --        (0.02)          --           --           --
  Net realized gains.....................         (0.43)          (0.15)       (0.12)       (0.04)       (0.02)          --
                                                -------         -------      -------      -------      -------      -------
    Total Distributions..................         (0.43)          (0.38)       (0.30)       (0.12)       (0.07)          --
                                                -------         -------      -------      -------      -------      -------
NET ASSET VALUE, END OF PERIOD...........       $ 15.25         $ 16.92      $ 15.16      $ 13.92      $ 13.49      $ 11.80
                                                =======         =======      =======      =======      =======      =======
Total Return (Excludes Sales Charge).....         (7.31)%(b)      14.31%       11.20%        3.87%       15.18%        2.87%(c)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)......       $16,236         $12,562      $10,789      $ 5,028      $ 2,395      $   153
  Ratio of expenses to average net
    assets...............................          1.16% (c)       1.11%        1.22%        1.28%        1.26%        1.47%(c)
  Ratio of net investment income to
    average net assets...................          0.03% (c)       0.73%        0.79%        1.09%        1.15%        2.10%(c)
  Ratio of expenses to average net assets
    *....................................          1.27% (c)       1.19%        1.35%        1.38%        1.36%        2.35%(c)
  Ratio of net investment income to
    average net assets *.................         (0.08)%(c)       0.65%        0.66%        0.99%        1.05%        1.22%(c)
  Portfolio turnover (d).................          7.57%           9.61%        6.28%        4.67%        7.74%        3.10%
  Average commission rate paid (e).......       $0.0047          0.0034       0.0022
</TABLE>
 
- ------------
 
 *  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 April 2, 1993.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions 
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.
 
See notes to financial statements.
 
                                      113

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                     INTERNATIONAL EQUITY INDEX FUND
                                                     ----------------------------------------------------------------
                                                                                 CLASS B
                                                     ----------------------------------------------------------------
                                                      SIX MONTHS
                                                         ENDED                       YEAR ENDED JUNE 30,
                                                     DECEMBER 31,       ---------------------------------------------
                                                         1997            1997         1996         1995       1994(A)
                                                     -------------      -------      -------      ------      -------
                                                      (UNAUDITED)
<S>                                                  <C>                <C>          <C>          <C>         <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD..............................     $ 16.44         $ 14.79      $ 13.73      $13.40      $13.00
                                                        -------         -------      -------      ------      ------
Investment Activities:
  Net investment income (loss).....................       (0.01)           0.09         0.03        0.03        0.06
  Net realized and unrealized gains (losses) from
    investments....................................       (1.24)           1.86         1.32        0.41        0.34
                                                        -------         -------      -------      ------      ------
    Total from Investment Activities...............       (1.25)           1.95         1.35        0.44        0.40
                                                        -------         -------      -------      ------      ------
Distributions:
  Net investment income............................          --           (0.15)       (0.15)      (0.07)         --
  In excess of net investment income...............          --              --        (0.02)         --          --
  Net realized gains...............................       (0.43)          (0.15)       (0.12)      (0.04)         --
                                                        -------         -------      -------      ------      ------
    Total Distributions............................       (0.43)          (0.30)       (0.29)      (0.11)         --
                                                        -------         -------      -------      ------      ------
NET ASSET VALUE,
  END OF PERIOD....................................     $ 14.76         $ 16.44      $ 14.79      $13.73      $13.40
                                                        =======         =======      =======      ======      ======
Total Return (Excludes Sales Charge)...............       (7.61)%(b)      13.37%        9.97%       3.17%       3.23%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)................     $10,784         $10,033      $ 5,856      $3,687      $1,872
  Ratio of expenses to average net assets..........        1.91% (c)       1.86%        1.97%       2.04%       2.00%(c)
  Ratio of net investment income to average net
    assets.........................................       (0.69)%(c)       0.08%        0.04%       0.25%       1.37%(c)
  Ratio of expenses to average net assets *........        1.91% (c)       1.86%        2.00%       2.04%       2.00%(c)
  Ratio of net investment income to average net
    assets *.......................................       (0.69)%(c)       0.08%        0.01%       0.25%       1.37%(c)
  Portfolio turnover (d)...........................        7.57%           9.61%        6.28%       4.67%       7.74%
  Average commission rate paid (e).................     $0.0047         $0.0034      $0.0022
</TABLE>
 
- ------------
 
 *  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 B Shares commenced offering on January 14, 1994.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged. For
    the year ended June 30, 1996, the average commission was calculated for only
    the last seven months of the year.
 
See notes to financial statements.
 
                                      114

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                INTERNATIONAL
                                                                   EQUITY
                                                                 INDEX FUND
                                                                -------------
                                                                   CLASS C
                                                                -------------
                                                                 NOVEMBER 4,
                                                                   1997 TO
                                                                DECEMBER 31,
                                                                   1997(A)
                                                                -------------
                                                                 (UNAUDITED)
<S>                                                             <C>
NET ASSET VALUE, BEGINNING OF PERIOD........................       $ 15.70
                                                                   -------
Investment Activities:
  Net investment income (loss)..............................         (0.03)
  Net realized and unrealized gains (losses) from
     investments............................................         (0.14)
                                                                   -------
     Total from Investment Activities.......................         (0.17)
                                                                   -------
Distributions:
  Net realized gains........................................         (0.30)
                                                                   -------
     Total Distributions....................................         (0.30)
                                                                   -------
NET ASSET VALUE, END OF PERIOD..............................       $ 15.23
                                                                   =======
Total Return (Excludes Sales Charge)........................         (1.07)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................       $     1
  Ratio of expenses to average net assets...................          1.91% (c)
  Ratio of net investment income to average net assets......         (0.69)%(c)
  Portfolio turnover (d)....................................        0.0757
  Average commission rate paid (e)..........................       $0.0047
</TABLE>
 
- ------------
 
(a) Period from commencement of operations.
(b) Not annualized.
(c) Annualized.
(d) Portfolio turnover is calculated on the basis of the Fund as a whole without
    distinguishing among the classes of shares issued.
(e) The average commission represents the total dollar amount of commissions
    paid on portfolio security transactions divided by the total number of
    portfolio shares purchased and sold for which commissions were charged.
 
See notes to financial statements.
 
                                      115

<PAGE>
 
                 (This page has been left blank intentionally.)

<PAGE>
Important Customer Information.
Please Read:

Shares of The One Group:
* are not deposits or obligations
  of, or guaranteed by, BANC ONE
  CORPORATION or its affiliates
* are not insured or guaranteed by the 
  FDIC or by any other governmental 
  agency or government-sponsored
  agency of the federal government 
  or any state
* are subject to investment risks,
  including possible loss of the
  principal amount invested.

Banc One Investment Advisors
Corporation, a registered investment 
advisor and an indirect subsidiary of 
BANC ONE CORPORATION, serves 
as an investment advisor to The One
Group, for which it receives advisory 
fees. The One Group is distributed by 
The One Group Services Company, 
3435 Stelzer Road, Columbus,
Ohio 43219, which is not affiliated
with BANC ONE CORPORATION and 
is not a bank. Contact us at our web
site address: www.onegroup.com or
e-mail us at [email protected].

For more complete information on
any of The One Group Funds, including
management fees and expenses,
you may obtain a prospectus from 
The One Group Services Company.
Read the prospectus carefully                                
before investing.                                            

BANC ONE 
INVESTMENT                                                       [LOGO]
ADVISORS
CORPORATION
                                                            TOG-F-033-AN(6/97)

<PAGE>

                                                                       Municipal
                                                                    Income Funds
                                                              Semi-Annual Report
                                      For the six months ended December 31, 1997



                                                 INTERMEDIATE TAX-FREE BOND FUND


                                                           MUNICIPAL INCOME FUND


                                                    KENTUCKY MUNICIPAL BOND FUND


                                                        OHIO MUNICIPAL BOND FUND


                                                   LOUISIANA MUNICIPAL BOND FUND


                                               WEST VIRGINIA MUNICIPAL BOND FUND


                                                     ARIZONA MUNICIPAL BOND FUND




                                     [THE ONE GROUP FAMILY OF MUTUAL FUNDS LOGO]

<PAGE>


- -------------------------------------------------------------------
| IMPORTANT CUSTOMER INFORMATION. INVESTMENT PRODUCTS:            |
|                                                                 |
| o are not deposits or obligations of, or guaranteed by,         |
|   BANC ONE CORPORATION or any of its affiliates.          ----  |
|                                                           FDIC  |
| o are not insured by the FDIC, and                        LOGO  |
|                                                           ----  |
| o are subject to investment risks, including possible           |
|   loss of the principal amount invested.                        |
|                                                                 |

<PAGE>
 
- --------------------------------------------------------------------------------
Table of Contents
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
Report From Your Investment Advisor........................................    2
Portfolio Performance Review...............................................    4
Schedules of Portfolio Investments.........................................    7
Statements of Assets and Liabilities.......................................   61
Statements of Operations...................................................   63
Statements of Changes in Net Assets........................................   65
Notes to Financial Statements..............................................   68
Financial Highlights.......................................................   77
 
                                       1

<PAGE>
 
- --------------------------------------------------------------------------------
Report From Your Investment Advisor
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
We are pleased to present this semiannual report for The One Group(R) Family of
Mutual Funds. On the following pages, you will find an overview of the financial
markets and your fund's performance for the period from July 1, 1997, through
December 31, 1997.
 
DEAR VALUED SHAREHOLDER:
Thank you for continuing to support The One Group Family of Mutual Funds during
an interesting, challenging and ultimately rewarding year for investors.
 
Despite strong volatility throughout 1997 and turmoil in Asia, the Dow Jones
Industrial Average was up 24.94% for 1997. Never before had the index returned
more than 20% for three consecutive years. The S&P 500 Index soared even higher,
closing the year up 33.36%.
 
At the same time, and largely the result of low inflation, a strong U.S. dollar
and the flight to quality spurred by the Asian crisis, U.S. bond yields ended
the year on an impressive note. The 30-year Treasury, for example, ended the
year yielding 5.92%, close to its 20-year low. (As bond yields fall, bond prices
go up.)
 
ONCE AGAIN, A PHILOSOPHY REINFORCED
While the calendar-year returns for both the stock and bond markets are
impressive, events in the final six months of 1997 may be the most memorable. On
August 6, the Dow closed at 8,259, a record high and its peak for the calendar
year. Shortly thereafter, though, volatility rocked the market, as the effects
of the Asian financial crisis worked their way west. These forces culminated on
Monday, October 27, when the Dow plummeted more than 554 points, its
largest-ever point decline.
 
This drop may be the defining moment for 1997's financial markets, and it
presented a significant challenge for investors. But, rather than panicking,
shareholders of The One Group demonstrated a clear understanding of market
dynamics and the importance of maintaining a long-term investment philosophy.
 
I am pleased to report that there were no significant redemptions of One Group
shares after "Black Monday." To us, this implies that our investors understand
the potential dangers of selling their investments based on short-term
volatility. In fact, The One Group experienced a record purchase day on Tuesday,
October 28, indicating that investors realize the benefits of staying focused on
the stock market's long-term potential.
 
TAX BILL CHANGES FACE OF INVESTING
The second half of 1997 may be remembered as much for the jubilance it brought
investors as for the turmoil. The Taxpayer Relief Act of 1997 became law,
ushering in lower capital gains taxes for investors and new investment
opportunities poised to change the face of investing for years to come.
 
The cut in the capital gains tax rate may make investing in stocks even more
attractive for many investors. As you are planning for your future financial
needs and taking into consideration your appropriate asset allocation, please do
not overlook the impact of the new tax treatment of capital gains.
 
And, while you're planning for your financial future, take note that the 1997
tax law makes investing in IRAs even more attractive, particularly with the
introduction of the Roth IRA, a new type of account that offers tax-exempt
distributions in retirement. In addition, the Traditional IRA has been enhanced
with many new features.
 
The One Group can help you incorporate any of these retirement accounts into
your investment plan. Speak to your investment representative or call
1-800-480-4111 for more information on IRAs.
 
SEEK ADVICE FOR A YEAR'S WORTH OF EVENTS
With 1997's record volatility and the new investment opportunities introduced by
the tax law, now may be an ideal time to meet with your investment professional
and make sure your investment plan remains on track to meet your financial
needs.
 
As you probably know, your asset allocation--or the way your investment dollars
are strategically distributed among stock, bond and cash investments according
to your goals, risk tolerance and investing time frame--may be the
single-greatest determinant of your long-term investment success. After a year
full of market ups and downs, your asset allocation probably shifted. For
example, stock market appreciation may have caused your allocation to equities
to swing higher than called for in your plan. Your investment professional can
help you evaluate your plan and, if necessary, get it back on track.
 
                                       2

<PAGE>
 
- --------------------------------------------------------------------------------
Report From Your Investment Advisor, continued
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
Furthermore, your investment representative can help you make the most of the
Taxpayer Relief Act of 1997. Many of the provisions take effect with the 1998
tax year, so make sure you start off the year with the strategy that's most
appropriate for you.
 
Thank you for investing with The One Group Family of Mutual Funds and for your
ongoing support of the firm's time-tested investment philosophies. We look
forward to helping you achieve your financial goals in 1998 and beyond.
 
Sincerely,
 
LOGO
David J. Kundert
President and CEO,
Banc One Investment Advisors Corporation,
Investment Advisor to The One Group
 
David J. Kundert photo
 
For a prospectus with more complete information on The One Group Investor Funds,
including management fees and expenses, please contact The One Group at
1-800-480-4111. Please read the prospectus carefully before investing.
(2/98)
 
                                       3

<PAGE>
 
                          The One Group Investor Funds
Portfolio Performance Review
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
ECONOMIC GROWTH REMAINS STRONG
Despite showing a slight slowdown from the first half of the year, U.S. economic
growth during the second half of 1997 remained robust at a growth rate of 3.7%.
For the entire 12-month period, the U.S. economy grew by a 3.8% growth rate.
 
Firm employment gains and strong consumer confidence fueled the growth rate. The
unemployment rate headed steadily downward, ending the year at 4.7%. The economy
witnessed an average of 301,500 new non-farm jobs being created per month, when
all that is needed to absorb the growth in the labor force and keep the
unemployment rate steady is 150,000.
 
LONG-TERM INTEREST RATES DECLINE
Slightly higher inflation in 1996 kept long-term interest rates relatively high
throughout much of 1997. With prices climbing 3.3% on a year-over-year basis in
1996, investors feared that inflation would keep that pace or even climb higher
in 1997.
 
But, as the year unfolded it became apparent that inflation was, indeed, under
control. For the final six months of the year the inflation rate was 2.0%, and
for the entire year prices were up only 1.7%, the best performance in 11 years.
 
Low prices helped pave the way for a significant decline in long-term interest
rates by the end of the year. Also significant was the impact of the Asian
financial crisis, which caused currency values to plunge and sent financial
markets into turmoil. As worldwide events unfolded during the second half of the
year, it became clear that the Asian economies would weaken. This caused
investors throughout the world to turn to the safety of U.S. Treasury
securities, which helped drive up prices.
 
As a result of these events, long-term interest rates showed a significant
decline during the second half of 1997--a decline that was much greater than the
economic fundamentals supported. At the end of the year, the yield on the
30-year U.S. Treasury bond was 5.92%, after starting the year at 6.64% and
climbing to a high of 7.17% in early April.
 
FED REMAINS IDLE
The Federal Reserve remained on the sidelines during the second half of the
year, after raising interest rates just once in all of 1997--a 0.25% increase of
the federal funds rate in March. This lack of monetary policy action kept
short-term interest rates relatively steady for the remainder of the year.
 
The impact of the Asian currency crisis and market meltdowns may have
contributed to the Fed's decision to keep rates unchanged in the second half of
1997. While strong economic growth certainly created a valid reason for another
rate hike, the Fed resisted the temptation, figuring that the Asian situation
would contribute to slower growth ahead.
 
LOOKING AHEAD
In terms of U.S. economic growth, the Asian crisis remains a factor that can't
be ignored. Thirty percent of U.S. exports go to Asia, and with many Asian
countries facing currency devaluations of 35% to 80%, consumers in that region
have significantly less purchasing power. Furthermore, there's the possibility
that this currency crisis could spread to Latin America, where another 20% of
U.S. exports are at risk if there are some currency devaluations.
 
The United States accounts for 28% of the non-Asian global economy, and,
therefore, should be heavily influenced by the change in trade flows from Asia.
Asian stock markets have dropped nearly 70% over the last several months, which
undoubtedly will be reflected in lower overall consumption, particularly for
foreign imports. And, as prices on goods produced in Asia continue to fall, U.S.
imports from that region should go up.
 
As a result, cheaper goods coming from Asia, and possibly Latin America, should
force domestic competitors to lower their prices (or face sharply lower sales
prospects). This could push the U.S. inflation rate to as low as 1.5% in 1998,
compared to 1.7% in 1997 and 3.3% in 1996. At the same time, fewer U.S. exports
and greater imports should cause economic growth to slow to a 2% year-over-year
average for 1998.
 
                                       4

<PAGE>
 
                          The One Group Investor Funds
Portfolio Performance Review, continued
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
Given all the instability overseas and the impending effects of a slowdown in
the U.S. economy, we believe that the Federal Reserve will lower interest rates
in 1998, probably sometime in the second half of the year. Long-term interest
rates should continue their downward trend, due to lower inflation and lower
economic growth. By the end of the year, we may see the yield on the 30-year
Treasury bond somewhere between 5.5% and 5.75%.
 
/s/ Anthony Chan
Anthony Chan, Ph.D.
Managing Director and Chief Economist
Banc One Investment Advisors
 
                                       5

<PAGE>
 
Portfolio Performance Review
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
AS VOLATILITY HEATS UP, INTEREST RATES DECLINE
Volatility initiated by financial and market distress in Asia was the key factor
at work in the bond market during the second half of 1997. As Asian currencies
fell, the credit quality of Yankee bonds (securities that represent
dollar-denominated, foreign-issued debt) deteriorated rapidly, causing the
Yankee bond market to experience substantial losses in select issues.
Furthermore, because credit ratings in the region have been significantly
downgraded, it has been very difficult for Asian governments and corporations to
issue new bonds to finance their ongoing operations.
 
Long-term U.S. interest rates fell as a result of the immediate flight to
quality and the longer-run implications for slower domestic growth and lower
inflation. The five-year U.S. Treasury, for example, declined by 67 basis points
(one basis point equals 1/100th of a percent) during the period, from 6.37% to
5.70%.
 
SMART STRATEGIES LEAD TO SOLID FUND RETURNS
In absolute terms, all of The One Group bond funds enjoyed share price increases
and solid total returns due to the declining interest rate environment in the
second half of the year. Funds with longer durations and strong exposure to U.S.
government securities performed the best. (Duration is a measure of a fund's
sensitivity to interest rate changes. A higher number indicates greater
sensitivity; a lower number indicates less sensitivity.) Funds with exposure to
corporate and Yankee bonds posted gains, but they lagged their competitors.
 
We attribute the funds' relatively strong performance to the strategies we
implemented early in the year. After the first quarter, when yields on 10-year
Treasury bonds approached 7%, we positioned our portfolios to take advantage of
the added yield available as well as the expected decline in rates. That
cautious stance early in the year allowed our fund managers to take advantage of
the weaker market at that time and position their portfolios for the friendlier
market that was to come later in the year.
 
Furthermore, as we entered 1997, tight yield spreads (or differences in yield
relative to risk) versus Treasuries and the extended length of the business
cycle caused us to take a very cautious stance toward the corporate sector. In
fact, we limited our corporate exposure during the year to securities in the
short to intermediate maturity range, which proved to be an appropriate
strategy. Overall, the corporate sector underperformed Treasuries, but in the
short to intermediate range, corporate performance matched that of the Treasury
market.
 
Finally, we remained positive toward mortgage-backed securities, which continued
to perform in line with or better than U.S. Treasuries until December, when
spreads widened due to lower mortgage rates and growing prepayment risks.
Overall, mortgages outperformed Treasuries by 92 basis points during the final
six months of the year.
 
MUNICIPAL MARKET REMAINS FAVORABLE
Technical supply and demand forces remained positive during the period, which
led to solid returns in the municipal bond market. The One Group municipal bond
funds posted relatively strong returns, reinforcing the continued performance
consistency of the fund family's national and state-specific municipal bond
funds.
 
Compared to the U.S. Treasury market, though, the municipal bond market was
unable to keep pace during the six-month period, as intermediate-term municipal
securities underperformed comparable Treasuries by about 50 basis points.
 
FLIGHT TO QUALITY BENEFITS MONEY MARKETS
Short-term interest rates remained relatively stable throughout the period. Late
in the year, though, the money markets benefited from reduced supply and the
strong demand that emerged after the financial crisis in Asia. As uncertainty
reigned, investors throughout the world sought safety in the form of
shorter-term, less volatile U.S. money market instruments.
 
All of The One Group money market funds maintained their stringent quality and
liquidity standards during the period and generated solid returns.
 
FOCUS REMAINS ON VOLATILITY
Low inflation and slowing domestic growth should lead to lower interest rates in
1998. At the same time, we expect price volatility to increase, which will cause
us to maintain a fairly cautious stance in terms of duration, credit quality and
overall risk management.
 
While corporate bonds may remain under pressure in 1998, we still expect them to
offer good performance versus other sectors, as corporate America remains strong
and any weakness will likely be modest. Mortgage-backed securities and municipal
securities also may be under pressure due to rising prepayments and refinancing
concerns. Municipals will be aided to some degree by continued strong supply and
demand influences. In the mortgage-sector we will look for issues offering good
structure, or less prepayment risk.
 
For individual investors, the key to success in this type of environment is to
diversify. Find a portfolio mix that suits your objectives, and stick with it
for the long haul. And remember, volatility can create attractive opportunities,
particularly for those of us who take the time to apply a long-term process and
orientation to our strategic thinking and to our management of money.
 
LOGO
Gary J. Madich
Senior Managing Director of Fixed-Income Securities
Banc One Investment Advisors Corporation
 
Please refer to the prospectus and the accompanying financial statements for
further information about your Fund.
 
                                       6

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
                                MUNICIPAL BONDS (103.5%):
                                 Alaska (0.6%):
 $ 1,000    Anchorage, GO, 6.00%, 10/1/10,
              FGIC.............................  $  1,134
   2,000    State Housing Finance, Series A-1,
              5.30%, 12/1/12, Callable 12/1/07
              @ 102, MBIA......................     2,018
                                                 --------
                                                    3,152
                                                 --------
                                Arizona (2.3%):
   1,000    Educational Loan Marketing Corp.,
              AMT, 7.30%, 9/1/03, Callable
              9/1/99 @ 102, MBIA...............     1,057
   1,000    Educational Loan Marketing Corp.,
              AMT, 7.35%, 9/1/04, Callable
              9/1/99 @ 102, MBIA...............     1,056
     775    Educational Loan Marketing Corp.,
              AMT, 7.38%, 9/1/05, Callable
              9/1/99 @ 102, MBIA...............       819
   1,105    Maricopa County Development
              Authority, Multifamily Housing,
              5.65%, 1/1/09, Callable 1/1/07
              @ 101............................     1,134
   1,280    Maricopa County Development
              Authority, Multifamily Housing,
              6.05%, 7/1/17, Callable 1/1/07
              @ 101............................     1,324
     700    Phoenix Industrial Development
              Authority, 6.00%, 12/1/10,
              Callable 12/1/03 @ 102...........       735
   2,835    Phoenix Airport Revenue, AMT,
              Series D, 6.00%, 7/1/06, MBIA....     3,121
   2,060    Pima County, Arizona Industrial
              Development Authority, 5.45%,
              4/1/10, Callable 4/1/07 @ 102,
              MBIA.............................     2,198
                                                 --------
                                                   11,444
                                                 --------
                               Arkansas (1.7%):
   5,265    Conway Sales & Use Tax, Series A,
              5.20%, 12/1/12, Callable 12/1/06
              @ 101, FSA.......................     5,376
   1,000    Jefferson County, Pollution Control
              Revenue, 5.60%, 10/1/17, Callable
              12/1/02 @ 102....................     1,008
   1,060    Sebastian County, Community Junior
              College, 5.35%, 4/1/10, Callable
              4/1/07 @ 101, AMBAC..............     1,119
   1,000    State Capital Appreciation, Series
              97A, 0.00%, 6/1/14...............       426
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
                              MUNICIPAL BONDS, CONTINUED:
                                     Arkansas, continued:
 $   580    State Development Authority, Single
              Family Mortgage Revenue, Series
              G, 5.50%, 1/1/10.................  $    601
                                                 --------
                                                    8,530
                                                 --------
                             California (4.3%):
   2,000    ABAG Finance Authority for
              Nonprofit Corp., 5.75%, 10/1/17,
              Callable 10/1/07 @ 102...........     2,057
   2,000    ABAG Finance Authority for
              Nonprofit Corp., Multi-Family
              Housing Revenue, AMT, 5.70%,
              11/1/26, Callable 11/1/06 @
              100..............................     2,115
   1,945    ABAG Finance Authority,
              Multi-Family Housing Revenue,
              AMT, 6.75%, 4/20/07, GNMA........     2,144
     500    Castaic Lake Water Agency,
              Certificates Partnership, Water
              System Improvement Project,
              7.00%, 8/1/04, Callable 8/1/00 @
              102, MBIA........................       547
   3,500    Long Beach Harbor, Series A, AMT,
              6.00%, 5/15/12, FGIC.............     3,883
   1,000    Los Angeles County California
              Public Works, 5.13%, 6/1/17,
              Callable 6/1/06 @ 101, AMBAC.....     1,000
   1,750    Riverside County, 5.75%, 6/1/09....     1,953
   3,000    Sacramento Municipal Utility
              District, 5.40%, 11/15/06,
              Callable 11/15/03 @ 102, FSA.....     3,167
   1,000    San Francisco City & County
              Airports, Common International
              Airport Revenue, 6.30%, 5/1/11,
              Callable 5/1/02 @ 102, AMBAC.....     1,090
   1,000    Southern Public Power Authority,
              Transmission Project, Revenue,
              0.00%, 7/1/15, MBIA..............       411
   1,000    State, 7.00%, 10/1/07..............     1,206
   1,400    State Wide Communities Development,
              2.40%, 1/1/09, Callable 1/1/04 @
              102, AMBAC.......................     1,368
                                                 --------
                                                   20,941
                                                 --------
                              Colorado (11.1%):
   3,290    Arapahoe County, Capital
              Improvements, Project E-470,
              0.00%, 8/31/03...................     2,583
   1,135    Arapahoe County, School District #
              001 Englewood, 0.00%, 11/1/09....       656
</TABLE>
 
Continued
 
                                       7

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
                              MUNICIPAL BONDS, CONTINUED:
                                     Colorado, continued:
 $ 1,580    Boulder County, Revenue, NCAR
              Project, 6.90%, 12/1/07, Callable
              12/1/01 @ 101....................  $  1,738
   2,000    Boulder Larimer & Weld Counties,
              5.00%, 12/15/18, Callable
              12/15/07 @ 101, FGIC.............     1,979
   3,195    Centennial Water & Sanitation,
              Series A, 5.13%, 12/1/12,
              Callable 12/1/07 @ 101, FSA......     3,264
     875    Denver City & County, Airport
              Revenue, AMT, 6.75%, 11/15/13,
              Callable 11/15/02 @ 102,
              MBIA-IBC.........................       963
   2,000    Denver City & County, Airport
              Revenue, Series B, AMT, 5.75%,
              11/15/09, Callable 11/15/06 @
              102, MBIA........................     2,176
   9,750    Denver City & County, School
              District # 1, GO, 0.00%,
              12/1/06..........................     6,508
   1,000    Denver City & County, School
              District, No. 001, GO Refunding,
              6.50%, 12/1/10...................     1,185
   3,000    El Paso County, School District,
              7.13%, 12/1/19, Callable 12/1/07
              @ 125............................     3,829
   1,135    Health Facilities Authority
              Revenue, 6.40%, 1/1/10, Callable
              1/1/07 @ 101.....................     1,186
     370    Housing Finance Authority, 5.25%,
              5/1/05...........................       381
     255    Housing Finance Authority, AMT,
              5.63%, 5/1/04....................       266
   3,220    Housing Finance Authority, GO,
              Series A, 6.40%, 8/1/06, Callable
              8/1/02 @ 102, MBIA...............     3,404
   4,000    Housing Finance Authority,
              Multifamily Program, 5.65%,
              10/1/15, Callable 1/26/98 @
              100..............................     4,009
   3,000    Housing Finance Authority,
              Multifamily Program, 5.70%,
              10/1/21, Callable 1/26/98 @
              100..............................     3,019
     700    Housing Finance Authority,
              Refunding, Single Family, Series
              D, 5.65%, 12/1/04, Callable
              5/1/03 @ 100.....................       725
   3,250    Housing Finance Authority, Series
              97 B-3, 6.80%, 11/1/28, Callable
              5/1/07 @ 105.....................     3,647
     250    Housing Finance Authority, Series
              C, AMT, 5.00%, 5/1/05............       253
     665    Housing Finance Authority, Single
              Family Program, Series F, AMT,
              6.75%, 12/1/04...................       694
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
                              MUNICIPAL BONDS, CONTINUED:
                                     Colorado, continued:
 $   500    Jefferson County, Partnership,
              6.45%, 12/1/04, Callable 12/1/02
              @ 102, MBIA......................  $    555
   4,000    Meridian Metropolitan District,
              7.50%, 12/1/11, Callable 12/1/01
              @ 101............................     4,411
     325    Mountain Village Metropolitan
              District, San Miguel County,
              8.10%, 12/1/11, Callable 12/1/02
              @ 101............................       377
     675    Mountain Village Metropolitan
              District, San Miguel County,
              8.10%, 12/1/11, Prerefunded
              12/1/02 @ 101....................       794
   1,535    Pueblo County, Single Family
              Mortgage Revenue, 6.40%, 11/1/13,
              Callable 11/1/04 @ 102...........     1,626
   1,065    Student Obligation, 6.00%,
              9/1/01...........................     1,123
     740    Student Obligation Bond Authority,
              Student Loan Revenue, AMT, 7.25%,
              9/1/05, Callable 9/01/00 @ 100...       777
   1,250    Summit County, School District No.
              1, Refunding, 6.75%, 12/1/04,
              FGIC.............................     1,436
                                                 --------
                                                   53,564
                                                 --------
                            Connecticut (2.2%):
   1,000    Bridgeport, Refunding, 6.50%,
              9/1/08, AMBAC....................     1,176
   2,100    State Clean Water Fund Revenue,
              5.13%, 5/1/18, Callable 5/1/05
              @ 101............................     2,104
   1,575    State GO, Series A, 5.30%, 5/15/10,
              Callable 5/15/06 @ 101...........     1,658
   2,475    State GO, Series B, 6.00%,
              10/1/05..........................     2,753
   1,015    State Health & Educational
              Facilities, Series 97E, 5.50%,
              7/1/09, Callable 7/1/07 @ 102....     1,067
   1,695    State Housing Finance Authority,
              6.70%, 11/15/12, Callable
              11/15/02 @ 102...................     1,824
                                                 --------
                                                   10,582
                                                 --------
                                Florida (4.5%):
       5    Broward County, Florida Resource
              Recovery Revenue, North, 7.95%,
              12/1/08, Callable 12/1/99 @
              103..............................         5
   1,260    Broward County, Housing Authority,
              5.55%, 7/1/09, Callable 7/1/06 @
              102..............................     1,309
   1,500    Cape Coral, Special Obligation
              Revenue, Water Improvements,
              Special Assessment - Water
              Utility, 6.38%, 6/1/09, Callable
              6/1/02 @ 102, FSA................     1,644
</TABLE>
 
Continued
 
                                       8

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
                              MUNICIPAL BONDS, CONTINUED:
                                      Florida, continued:
 $ 1,305    Clay County, Housing Finance
              Authority Revenue, Single Family
              Mortgage, AMT, 6.20%, 9/1/11,
              Callable 3/1/05 @ 102............  $  1,380
   1,010    Clay County, Housing Finance
              Authority Revenue, Single Family
              Mortgage, AMT, 6.25%, 9/1/13,
              Callable 3/1/05 @ 102............     1,068
   2,010    Clay County, Housing Financial
              Authority, AMT, 5.25%, 10/1/07,
              Callable 4/1/07 @ 102............     2,072
   1,000    Dade County, Aviation Revenue,
              Series A, 6.00%, 10/1/08,
              Callable 10/1/05 @ 102, AMBAC....     1,111
   1,155    Department of Corrections,
              Okeechobee Correctional Facility,
              6.00%, 3/1/06, Callable 3/1/05 @
              102, AMBAC.......................     1,288
   2,000    Escambia County, Housing Finance
              Authority, Multifamily Housing
              Revenue, 5.75%, 4/1/04, Callable
              12/30/03 @ 100, GNMA.............     2,052
   5,000    Greater Orlando Aviation Authority,
              AMT, 5.13%, 10/1/15, Callable
              10/1/07 @ 101, FGIC..............     4,987
   1,185    Indian River County, Hospital
              Revenue, 5.95%, 10/1/09, Callable
              1/1/07 @ 102, FSA................     1,327
   1,285    Indian River County, Hospital
              Revenue, 6.00%, 10/1/10, Callable
              1/1/07 @ 102, FSA................     1,399
     235    Manatee County, Housing Finance
              Authority, Mortgage Revenue,
              6.38%, 11/1/05...................       242
     530    Manatee County, Housing Finance
              Authority, Mortgage Revenue,
              6.75%, 11/1/13...................       572
   1,000    Orlando Water & Electricity
              Revenue, 8.00%, 4/1/03...........     1,178
     655    Tampa Water & Sewer Revenue, ETM,
              0.00%, 10/1/05...................       486
                                                 --------
                                                   22,120
                                                 --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
                              MUNICIPAL BONDS, CONTINUED:
                                Georgia (0.9%):
 $ 1,500    Atlanta Airport Facilities, 6.50%,
              1/1/08, AMBAC....................  $  1,752
   1,000    Atlanta Airport Facilities Revenue,
              Series A, 6.50%, 1/1/07, AMBAC...     1,156
   1,215    Columbus Water & Sewer Revenue,
              6.30%, 5/1/06, Callable 11/1/02 @
              102, FGIC........................     1,335
                                                 --------
                                                    4,243
                                                 --------
                                 Hawaii (1.1%):
   1,000    Honolulu City & County, GO, Series
              A, 5.60%, 4/1/07, FSA............     1,086
   3,500    Honolulu City & County, GO, Series
              A, 7.35%, 7/1/08.................     4,336
                                                 --------
                                                    5,422
                                                 --------
                                  Idaho (3.5%):
   1,630    Bannock County School District, No.
              025, 5.00%, 8/1/10, Callable
              8/1/07 @ 100.....................     1,673
   1,695    Bannock County School District, No.
              025, 5.10%, 8/1/12, Callable
              8/1/07 @ 100.....................     1,733
     900    Housing Agency, Single Family
              Mortgages, Series D1, 5.90%,
              7/1/06...........................       943
   1,600    Southern Idaho Regional Solid Waste
              District, 5.45%, 11/1/13,
              Callable 11/1/03 @ 101, LOC:
              Credit Local de France...........     1,655
   1,515    Student Loan Fund Marketing
              Association, Inc., 6.40%,
              10/1/99, GSL.....................     1,551
   1,000    Student Loan Fund Marketing
              Association, Inc., AMT, 5.10%,
              4/1/02, GSL......................     1,011
   4,500    Student Loan Fund Marketing
              Association, Inc., Series C, AMT,
              5.60%, 4/01/07, Callable,
              10/01/03 @ 102, GSL..............     4,731
   1,050    Student Loan Fund Marketing
              Association, Inc., Student Loan
              Revenue, 6.25%, 4/1/98...........     1,053
   1,300    University of Idaho, University
              Revenue, 5.75%, 4/1/06, FSA......     1,427
   1,060    University of Idaho, University
              Revenue, 5.50%, 4/1/13, Callable
              4/1/07 @ 101, MBIA...............     1,118
                                                 --------
                                                   16,895
                                                 --------
</TABLE>
 
Continued
 
                                       9

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
                              MUNICIPAL BONDS, CONTINUED:
                               Illinois (6.6%):
 $ 1,000    Chicago Metro Water Reclamation
              District--Greater Chicago Capital
              Improvements, GO, Pre-Refunded,
              7.25%, 12/1/12...................  $  1,262
   4,245    Chicago Metro Water Reclamation
              District--Greater Chicago Capital
              Improvements, GO, Pre-Refunded,
              6.25%, 12/1/14, Callable 12/1/05
              @ 100............................     4,791
   3,045    Chicago Park District, GO, 6.35%,
              11/15/08, Callable 11/15/05 @
              102, MBIA........................     3,436
   2,585    Chicago Water Revenue, 6.50%,
              11/1/10, FGIC....................     3,050
   1,450    Chicago, Single Family Mortgage
              Revenue, 0.00%, 10/1/09, Callable
              10/1/05 @ 78.60, MBIA............       711
   1,595    Chicago, Single Family Mortgage
              Revenue, 0.00%, 10/1/09, Callable
              4/1/98 @ 48.84, MBIA.............       720
     705    Decatur Economic Development,
              7.75%, 6/1/07, Callable 6/1/02 @
              102..............................       798
   7,125    Development Finance Authority,
              Pollution Control Revenue, 7.25%,
              6/1/11, Callable 6/1/01 @ 102....     7,785
     875    Evanston Residential Mortgage,
              6.38%, 1/1/09, Callable 7/1/02 @
              102, AMBAC.......................       929
     458    Health Facilities Authority
              Revenue, 7.90%, 8/15/03, Callable
              2/10/98 @ 101, MBIA..............       464
   1,645    Health Facilities Authority
              Revenue, 6.13%, 11/15/07,
              Callable 11/15/04 @ 102, MBIA....     1,821
   1,500    Health Facilities Authority
              Revenue, 6.75%, 1/1/10, Callable
              1/1/00 @ 102, FGIC...............     1,592
   1,125    Kane & De Kalb Counties, School
              District #32, 0.00%, 1/1/13,
              FGIC.............................       533
   2,500    Student Assistance, Student Loan
              Revenue, Series M, AMT, 6.60%,
              3/1/07, Callable 3/1/02 @ 102....     2,686
   1,350    Winnebago County, School District
              No. 122, Harlem-Loves Park,
              Refunding, 6.35%, 6/1/07, FGIC...     1,552
                                                 --------
                                                   32,130
                                                 --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
                              MUNICIPAL BONDS, CONTINUED:
                                Indiana (2.7%):
 $ 2,150    Brownsburg Indiana Building, 5.50%,
              2/1/15, Callable 2/1/07 @ 102,
              MBIA.............................  $  2,231
   1,000    Fort Wayne Hospital Authority,
              Parkview Memorial Hospital
              Project, Series A, 7.50%,
              11/15/11, Callable 11/15/99 @
              102, FGIC........................     1,074
     500    Indiana State University, 6.90%,
              8/1/03, Callable 8/1/00 @ 102....       544
   2,840    Indianapolis Economic Development
              Revenue, Knob-in-the-Woods
              Project, 6.38%, 12/1/04,
              Mandatory Put 12/1/04 @ 100......     3,141
     500    Lawrence Township School District,
              6.75%, 1/5/05....................       569
   1,500    New Albany Floyd County, School
              Building, 6.20%, 7/1/03..........     1,638
   1,500    New Albany Floyd County, School
              Building, 6.20%, 7/1/04..........     1,656
   1,000    Noblesville Hamilton County,
              Building, 7.00%, 2/1/13,
              Prerefunded 2/1/01 @102..........     1,101
   1,000    State Vocational Technical College
              Building Facilities Fee, 6.50%,
              7/1/07, Callable 1/1/05 @ 102,
              AMBAC............................     1,140
                                                 --------
                                                   13,094
                                                 --------
                                   Iowa (1.2%):
     700    Des Moines Water Revenue, Series B,
              5.50%, 12/1/04, Callable 12/1/01
              @ 100............................       729
   1,675    Finance Authority, 6.35%, 7/1/09,
              Callable 1/1/03 @ 102, AMBAC.....     1,776
   1,000    Finance Authority, Private College
              Revenue, 5.75%, 12/1/08, MBIA....     1,113
     860    Finance Authority, Single Family
              Mortgage Revenue, Series F,
              6.15%, 7/1/04, Callable 1/1/03 @
              102, AMBAC.......................       892
   1,500    Student Loan Liquidity Corp.,
              Student Loan Revenue, Series C,
              6.50%, 12/1/99, AMBAC............     1,565
                                                 --------
                                                    6,075
                                                 --------
</TABLE>
 
Continued
 
                                       10

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
                              MUNICIPAL BONDS, CONTINUED:
                                 Kansas (1.1%):
 $ 2,220    Sedgwick & Shawnee, Single Family
              Revenue, 5.50%, 6/1/29, Step
              Coupon, 6.70% after 10/1/98......  $  2,464
     850    Sedgwick County, Family Mortgage
              Revenue, Series A-1, 6.50%,
              12/1/16, Callable 12/1/07 @ 105,
              GNMA.............................       919
   1,750    Wichita Hospital Revenue, St.
              Francis Regional Hospital, 6.25%,
              10/1/10, Callable 10/1/02 @ 102,
              MBIA.............................     1,902
                                                 --------
                                                    5,285
                                                 --------
                               Kentucky (0.8%):
     800    Campbell & Kenton Counties,
              Sanitation District #1, 6.50%,
              8/1/05, ETM......................       836
   1,000    Kenton County, Public Properties
              Corp., 5.63%, 12/1/12, Callable
              12/1/06 @ 101....................     1,062
   2,000    Owensboro Electric Light & Power
              Revenue, 0.00%, 1/1/09, Callable
              1/1/98 @ 33.44, BIG..............       690
   1,000    Winchester Industrial Building,
              7.75%, 7/1/12, Callable 7/1/02 @
              102..............................     1,135
                                                 --------
                                                    3,723
                                                 --------
                              Louisiana (0.8%):
     239    Housing Agency Mortgage Revenue,
              7.80%, 12/1/09, Callable 6/1/04 @
              105, GNMA........................       269
   1,550    Public Facilities Authority
              Revenue, AMT, 6.75%, 9/1/06,
              Callable 9/1/02 @ 102............     1,647
   2,000    St. Charles Parish Pollution
              Control, 8.25%, 6/1/14, Callable
              6/1/99 @ 103.....................     2,155
                                                 --------
                                                    4,071
                                                 --------
                                         Maryland (0.6%):
   1,150    Anne Arundel County, GO, Series B,
              AMT, 7.70%, 3/15/06, Callable
              3/15/99 @ 102....................     1,219
   1,500    State Health & Education, John
              Hopkins, 6.00%, 7/1/10...........     1,674
                                                 --------
                                                    2,893
                                                 --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
                              MUNICIPAL BONDS, CONTINUED:
                          Massachusetts (1.4%):
 $ 1,650    Beverly, 6.60%, 3/15/09, Callable
              3/15/04 @ 102, FSA...............  $  1,859
     740    Education Loan Authority, AMT,
              7.25%, 1/1/09, Callable 1/1/01 @
              102..............................       797
   2,400    State, GO, Series C, 6.00%,
              8/1/09...........................     2,721
   1,465    Worcester, GO, Series A, 6.10%,
              5/1/08, Callable 5/1/05 @ 102,
              MBIA.............................     1,630
                                                 --------
                                                    7,007
                                                 --------
Michigan (0.8%):
   2,000    State Hospital Finance Authority
              Revenue, Mercy Mount Clemens
              Corp., 6.25%, 5/15/11, Callable
              5/15/01 @ 102....................     2,124
   1,500    State Hospital Finance Authority,
              Series A, 8.10%, 10/1/13,
              Callable 10/1/05 @ 102...........     1,787
                                                 --------
                                                    3,911
                                                 --------
Minnesota (0.3%):
   1,500    Northern Municipal Power Agency,
              Minnesota Electric, Series A,
              5.90%, 1/1/07, Callable 1/1/03 @
              102, AMBAC.......................     1,639
                                                 --------
Mississippi (0.4%):
   1,475    Home Corp., Single Family Series D,
              5.25%, 7/1/12, Callable 7/1/07 @
              105, FNMA/GNMA...................     1,617
   1,005    State Housing Finance Corp., 0.00%,
              9/15/16..........................       380
                                                 --------
                                                    1,997
                                                 --------
Missouri (2.9%):
   1,895    Carthage Waterworks & Wastewater
              Treatment Systems, 6.30%, 7/1/09,
              Callable 7/1/04 @ 101, MBIA......     2,100
   1,520    Fort Zumwalt School District,
              5.20%, 3/1/09, Callable 3/1/07 @
              100, AMBAC.......................     1,588
   1,735    Fort Zumwalt School District,
              5.30%, 3/1/10, Callable 3/1/07 @
              100, AMBAC.......................     1,813
   1,415    Kansas City Industrial Development
              Authority, Multifamily Housing
              Revenue, Series A, AMT, 5.63%,
              7/1/05...........................     1,491
   1,430    Kansas City Municipal Corp.
              Revenue, 5.40%, 1/15/08, Callable
              1/15/06 @ 101, AMBAC.............     1,526
</TABLE>
 
Continued
 
                                       11
<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
                              MUNICIPAL BONDS, CONTINUED:
Missouri, continued:
 $ 2,500    St. Louis Convention & Sports
              Complex, 5.50%, 8/15/13, Callable
              8/15/03 @ 102, MBIA..............  $  2,589
   2,955    St. Louis Land Clearance
              Redevelopment Authority Housing
              Revenue, 5.95%, 7/1/22, Mandatory
              Put 4/1/07 @ 100, FNMA...........     3,169
                                                 --------
                                                   14,276
                                                 --------
Nebraska (0.5%):
   2,250    Higher Education Loan Program,
              Series A-6, AMT, 5.90%, 6/1/03...     2,370
                                                 --------
Nevada (1.6%):
   1,025    Douglas County, School District,
              Series A, 5.90%, 6/1/08, Callable
              6/1/02 @ 101, FGIC...............     1,091
   2,000    Las Vegas, Sewer Revenue, 6.60%,
              10/1/12, Callable 4/1/02 @ 102,
              FGIC.............................     2,223
   1,000    Municipal Bond Bank Project
              #20-23A, 7.00%, 7/1/01, ETM......     1,043
   3,010    Washoe County, School District, GO,
              6.13%, 8/1/07, Callable 8/1/02 @
              101, MBIA........................     3,250
                                                 --------
                                                    7,607
                                                 --------
New Hampshire (0.3%):
   1,225    Higher Education & Health
              Facilities Authority Revenue,
              6.25%, 1/1/06, Callable 7/1/04 @
              102..............................     1,360
                                                 --------
New Jersey (0.4%):
   1,630    South Brunswick Township, 6.40%,
              8/1/07, Callable 8/1/05 @ 100,
              FGIC.............................     1,846
                                                 --------
New Mexico (3.5%):
      68    Albuquerque, 7.65%, 8/15/07,
              FGIC.............................        71
   1,000    Albuquerque Airport Revenue, AMT,
              6.50%, 7/1/11, Callable 7/1/00 @
              105, AMBAC.......................     1,095
   3,000    Albuquerque Gross Receipts Tax,
              5.38%, 7/1/01, Callable 7/1/99 @
              100, MBIA........................     3,043
   3,055    Bernalillo County, Gross Receipts
              Tax, 5.75%, 10/1/15..............     3,365
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
                              MUNICIPAL BONDS, CONTINUED:
New Mexico, continued:
 $ 1,195    Educational Assistance Foundation,
              Student Loan Revenue, Series A,
              AMT, 6.45%, 4/1/99, AMBAC........  $  1,224
   2,070    Educational Assistance Foundation,
              Student Loan Revenue, Series A,
              AMT, 6.55%, 4/1/00, AMBAC........     2,156
   5,455    Educational Assistance Foundation,
              Student Loan Revenue, Series A,
              AMT, 6.85%, 4/1/05, Callable
              4/1/02 @ 102, AMBAC..............     5,908
                                                 --------
                                                   16,862
                                                 --------
New York (4.8%):
   1,500    Metropolitan Transportation
              Authority, 6.38%, 7/1/10,
              Callable 7/1/02 @ 102, FGIC......     1,660
   3,000    Metropolitan Transportation
              Authority, Series B, 5.00%,
              7/1/10, Callable 7/1/07 @ 102,
              AMBAC............................     3,078
   2,950    Monroe County, 6.10%, 3/1/08,
              Callable 3/1/01 @ 102, MBIA......     3,171
   1,395    Nassau County, 5.63%, 8/1/03,
              FGIC.............................     1,492
   1,500    State Dorm Authority, Series A,
              5.50%, 7/1/04....................     1,560
   2,950    State Dorm Authority, Series A,
              5.50%, 7/1/05....................     3,066
   1,500    State Dorm Authority, Series A,
              5.50%, 7/1/06....................     1,561
   3,000    State, GO, Series B, 5.25%, 8/1/12,
              Callable 8/1/07 @ 101............     3,002
   5,000    State, GO, Series F, 5.13%, 8/1/11,
              Callable 2/1/08 @ 101............     4,964
                                                 --------
                                                   23,554
                                                 --------
North Carolina (0.5%):
   2,500    Educational Facilities, Wake
              Forest, 5.00%, 11/1/12, Callable
              11/1/07 @ 102....................     2,532
                                                 --------
North Dakota (3.3%):
   3,700    Grand Forks Health Care System,
              5.60%, 8/15/17, Callable 8/15/07
              @ 102, MBIA......................     3,830
   6,050    Grand Forks Sales Tax Revenue Bond,
              5.10%, 12/15/10, Callable
              12/15/07 @ 100...................     6,251
</TABLE>
 
Continued
 
                                       12

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
                              MUNICIPAL BONDS, CONTINUED:
North Dakota, continued:
 $   600    Housing Finance Agency, AMT, 6.25%,
              7/1/09, Callable 7/1/04 @ 102....  $    622
   3,500    Mercer County, Pollution Control
              Revenue, 6.65%, 6/1/22, Callable
              6/1/02 @ 102, FGIC...............     3,836
   1,270    Water Development, 5.70%, 7/1/17,
              Callable 7/1/07 @ 100, AMBAC.....     1,345
                                                 --------
                                                   15,884
                                                 --------
Ohio (2.2%):
     500    Hamilton Waterworks Water Utility
              Improvement, 6.40%, 10/15/07,
              Callable 10/15/01 @ 102, MBIA....       547
   2,100    Mount Vernon, Industrial
              Development Revenue, 5.90%,
              3/1/03, Callable 3/10/98 @ 100...     2,104
   2,500    Northeast Regional Sewer District,
              5.60%, 11/15/13, Callable
              11/15/05 @ 101, AMBAC............     2,657
   2,470    State Economic Development, 7.50%,
              9/1/10, Callable 9/1/02 @ 102....     2,785
   2,500    State Higher Educational
              Facilities, 0.00%, 7/1/07........     2,458
                                                 --------
                                                   10,551
                                                 --------
Oklahoma (0.8%):
   2,500    Baptist Health Center, IDR, 6.25%,
              8/15/12, Callable 8/15/05 @ 102,
              AMBAC............................     2,784
   1,000    Housing Finance Agency, PG-B-1,
              5.60%, 3/1/28, Callable 9/1/07 @
              102..............................     1,022
                                                 --------
                                                    3,806
                                                 --------
Oregon (3.0%):
   2,350    Jackson County, School District #5
              Ashland, GO, 5.70%, 6/1/07,
              FSA..............................     2,591
   2,580    Lane County, School District #019,
              6.00%, 10/15/11, FGIC............     2,924
   1,000    Lane County, School District #52
              Bethel, GO, 6.00%, 6/1/06, FSA...     1,120
   3,630    Marion County, 5.50%, 10/1/05,
              AMBAC............................     3,916
   1,435    Port of Portland Airport Revenue,
              Series 7-A, 6.75%, 7/1/09,
              Callable 7/1/01 @ 101, MBIA......     1,566
   2,075    Washington County, School District
              No. 88, GO, 6.10%, 6/1/05,
              Callable 12/15/04 @ 100, FSA.....     2,314
                                                 --------
                                                   14,431
                                                 --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
                              MUNICIPAL BONDS, CONTINUED:
Pennsylvania (5.1%):
 $ 3,500    Allegheny County, GO, 0.00%,
              2/15/02, MBIA....................  $  4,002
   3,200    Dauphin County, Industrial
              Development Authority, Pollution
              Control Revenue, 6.00%, 1/1/08,
              Callable 1/1/98 @ 100, MBIA......     3,206
   1,085    Delaware County, Pennsylvania
              Hospital Authority, 6.00%,
              12/15/20, Callable 12/1/03 @
              102..............................     1,125
   2,700    Harrisburg, Capital Appreciation,
              Series D, 0.00%, 3/15/13,
              AMBAC............................     1,263
   1,800    Harrisburg, Capital Appreciation,
              Series D, 0.00%, 9/15/13,
              AMBAC............................       821
   2,505    Harrisburg, Capital Appreciation,
              Series F, 0.00%, 3/15/13,
              AMBAC............................     1,172
   1,665    Harrisburg, Capital Appreciation,
              Series F, 0.00%, 9/15/13,
              AMBAC............................       760
   1,500    Hospital Revenue Bond, 6.40%,
              1/1/06, Callable 1/1/05 @ 102,
              AMBAC............................     1,698
   2,750    Indiana County, Industrial
              Development Authority, Pollution
              Control Revenue, 6.00%, 6/1/06,
              MBIA.............................     3,069
   1,295    Millcreek Township School District
              A, 0.00%, 9/15/11, FGIC..........       659
   2,350    Philadelphia Airport Revenue,
              Series A, AMT, 5.50%, 6/15/05,
              AMBAC............................     2,508
   2,500    Philadelphia Water & Waste, 5.65%,
              6/15/12, Callable 6/15/03 @ 102,
              FGIC.............................     2,600
   2,000    State Financial Authority Revenue,
              6.60%, 11/1/09, Callable 11/1/03
              @ 102, LOC: Societe Generale.....     2,217
                                                 --------
                                                   25,100
                                                 --------
Puerto Rico (1.1%):
   5,000    Commonwealth Infrastructure, Series
              A, 5.25%, 7/1/10, Callable 7/1/08
              @ 101, AMBAC.....................     5,250
                                                 --------
Rhode Island (0.2%):
   1,000    Housing & Mortgage Financial Corp.,
              Series 15-B, 6.20%, 10/1/06,
              Callable 4/1/04 @ 102, MBIA......     1,068
                                                 --------
</TABLE>
 
Continued
 
                                       13

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
                              MUNICIPAL BONDS, CONTINUED:
South Carolina (2.1%):
 $ 1,760    Greenville School Public
              Facilities, 5.60%, 3/1/10........  $  1,896
   1,045    Hilton Head Island, GO, 5.50%,
              8/1/09, MBIA.....................     1,138
   1,270    Piedmont, Municipal Power Agency,
              Electric Revenue, Series A,
              5.25%, 1/1/11, MBIA..............     1,333
   1,360    Piedmont, Municipal Power Agency,
              Electric Revenue, Series A,
              5.50%, 1/1/13, MBIA..............     1,453
     250    Piedmont, Municipal Power Agency,
              Electric Revenue, Series A,
              6.55%, 1/1/16, Callable 1/1/98 @
              100..............................       250
   2,250    State Electric Expansion System,
              5.88%, 7/1/18, Callable 2/10/98 @
              100..............................     2,252
     825    State Public Service, 5.88%,
              7/1/18, Callable 2/10/98 @ 100,
              MBIA.............................       826
   1,000    York County, School District #3,
              GO, 5.40%, 3/1/08, Callable
              3/1/06 @ 101, FSA................     1,069
                                                 --------
                                                   10,217
                                                 --------
South Dakota (1.4%):
   3,675    Health & Educational Facility
              Authority Revenue, St. Luke's
              Midland Regional Medical, 6.63%,
              7/1/11, Callable 7/1/01 @ 102,
              MBIA.............................     3,991
     250    State Lease Revenue, Series A,
              6.48%, 9/1/05, FSA...............       281
   2,645    Student Loan Assistance Corp.,
              Student Loan Revenue, Series B,
              AMT, 7.63%, 8/1/06, Callable
              8/1/99 @ 102, MBIA...............     2,782
                                                 --------
                                                    7,054
                                                 --------
Tennessee (2.4%):
   1,050    Chattanooga-Hamilton County,
              Hospital Authority, Hospital
              Revenue, 5.63%, 10/1/09, FSA.....     1,156
   1,555    Dyer County, Industrial Development
              Revenue, 6.00%, 2/1/07, Callable
              2/1/04 @ 102.....................     1,655
   2,000    Housing Development, 6.20%, 7/1/18,
              Callable 7/1/05 @ 102............     2,125
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
                              MUNICIPAL BONDS, CONTINUED:
Tennessee, continued:
 $ 1,785    Memphis-Shelby Airport, 6.75%,
              9/1/12, Callable 9/1/02 @ 102....  $  1,966
   1,330    Metropolitan Government, Nashville
              & Davidson County, 7.00%,
              1/1/14...........................     1,332
   2,500    Shelby County, Series B, 5.00%,
              8/1/11, Callable 8/1/07 @ 101....     2,547
   1,000    Trenton Industrial Development
              Revenue, Series A, 5.40%,
              10/1/02..........................     1,002
                                                 --------
                                                   11,783
                                                 --------
Texas (7.7%):
   2,800    Austin Housing Finance Corp.,
              Single Family Mortgage Revenue,
              AMT, ETM, 0.00%, 12/1/11.........     1,336
   1,000    Austin Utility Systems Revenue,
              0.00%, 5/15/08, MBIA.............       618
   5,125    Cass County, Industrial Development
              Revenue, Series A, 5.30%,
              7/1/09...........................     5,335
   5,000    Coastal Bend Health Facilities,
              Incarnate Word Health Services,
              5.93%, 11/15/13, Callable
              11/15/02 @ 102, AMBAC............     5,324
   3,600    Grand Prairie Health Facilities
              Refunding, Dallas/Fort Worth
              Medical Center Project, 6.50%,
              11/1/04, AMBAC...................     4,047
   3,300    Grand Prairie Health Facilities
              Refunding, Dallas/Fort Worth
              Medical Center Project, 6.88%,
              11/1/10, AMBAC...................     3,749
   5,000    Harris County, Capital
              Appreciation, Toll Road, Sub-Lien
              A, GO, 0.00%, 8/15/03, MBIA......     3,915
   3,700    Harris County, Capital
              Appreciation, Toll Road, Sub-Lien
              A, GO, 0.00%, 8/15/05, MBIA......     2,630
   1,455    Health Facilities Development Corp.
              Hospital Revenue, All Saints
              Episcopal Hospital, 6.25%,
              8/15/12, Callable 8/15/03 @ 102,
              MBIA.............................     1,597
   1,045    Housing Agency Residential
              Development Revenue, Series D,
              AMT, 8.40%, 1/1/21, Callable
              7/1/99 @ 102.....................     1,095
     900    San Antonio Electric & Gas, 6.50%,
              2/1/12, Callable 2/1/99 @
              101.5............................       934
     600    San Antonio Electric & Gas,
              Refunding, 6.50%, 2/1/12.........       626
</TABLE>
 
Continued
 
                                       14

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
                              MUNICIPAL BONDS, CONTINUED:
Texas, continued:
 $ 1,000    San Antonio Electric & Gas, Series
              B, 7.00%, 2/1/09, Callable 2/1/99
              @ 101.5..........................  $  1,046
     345    Southeast Texas Housing Financial
              Corp., Series B, 6.75%, 5/1/10...       362
   1,245    State Higher Education Coordinating
              Board, Student Loan, AMT, 7.45%,
              10/1/06, Callable 10/1/01 @
              102..............................     1,348
   1,020    Texas Tech University Revenues,
              5.95%, 2/15/13, Callable 2/15/05
              @ 100, AMBAC.....................     1,098
   2,200    United Independent School District,
              5.25%, 8/15/14, Callable 8/15/06
              @ 100............................     2,243
                                                 --------
                                                   37,303
                                                 --------
Utah (0.9%):
   2,000    Intermountain Power Agency, Power
              Supply Revenue, Series B, 6.50%,
              7/1/09, MBIA.....................     2,353
   4,750    Intermountain Power Agency, Series
              D, 0.00%, 7/1/20, Callable 7/1/02
              @ 20.61..........................       800
   1,340    State Housing Finance Authority,
              AMT, 6.35%, 7/1/12, Callable
              1/1/05 @ 102.....................     1,420
                                                 --------
                                                    4,573
                                                 --------
Vermont (0.3%):
   1,430    University of Vermont & State
              Agricultural College, Series 1973
              A, 5.80%, 7/1/13, Callable
              2/10/98 @ 101....................     1,445
                                                 --------
Virginia (1.6%):
   3,905    State Housing Development
              Authority, Commonwealth Mortgage,
              Series A, AMT, 6.80%, 7/1/06,
              AMBAC............................     4,265
   1,340    State Housing Development
              Authority, Commonwealth Mortgage,
              Series J, 6.65%, 7/1/10, Callable
              1/1/05 @ 102.....................     1,447
   2,000    State Housing Development
              Authority, Series B Sub B2,
              6.70%, 1/1/15, Callable 1/1/06 @
              102..............................     2,199
                                                 --------
                                                    7,911
                                                 --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
                              MUNICIPAL BONDS, CONTINUED:
Washington (4.1%):
 $ 1,830    Chelan County, Washington Public
              Utilities Revenue, 5.90%, 7/1/13,
              Mandatory Put 7/1/03 @ 102.......  $  1,921
   1,360    King County, School District #400,
              GO, 6.50%, 12/1/08...............     1,602
   1,084    Kitsap County, Consolidated
              Housing, 7.00%, 8/20/08, GNMA....     1,212
   1,000    Seattle Light & Power Revenue,
              6.00%, 8/1/13, Callable 8/1/02 @
              102..............................     1,065
   1,000    Seattle Solid Waste, Series B,
              7.00%, 5/1/03, Callable 5/1/99 @
              102, BIG.........................     1,058
   1,215    Seattle, Light and Power Revenue,
              5.00%, 7/1/13, Callable 7/1/07 @
              102..............................     1,224
   1,540    Seattle, Light and Power Revenue,
              5.00%, 7/1/14, Callable 7/1/07 @
              102..............................     1,543
   1,450    Seattle, Light and Power Revenue,
              5.00%, 7/1/16, Callable 7/1/07 @
              102..............................     1,439
   1,450    Seattle, Light and Power Revenue,
              5.00%, 7/1/16, Callable 7/1/07 @
              102..............................     1,439
   3,000    Snohomish County, Public Utility
              District #001, Electric Revenue,
              6.00%, 1/1/13, Callable 1/1/03 @
              102, FGIC........................     3,213
     700    State Certificates Partnership,
              Series A, 6.80%, 4/1/06, Callable
              4/1/01 @ 102.....................       757
   3,500    State Nuclear Project #1, Series A,
              6.00%, 7/1/08, AMBAC.............     3,910
   1,000    State Public Power, Nuclear Project
              #1, 5.13%, 7/1/11, Callable
              7/1/07 @ 102.....................     1,003
                                                 --------
                                                   19,947
                                                 --------
West Virginia (3.1%):
   1,500    Board of Regents Revenue, Series A,
              5.90%, 4/1/04, ETM...............     1,598
   2,495    Harrison County, Community Split
              Obligation, Series A, 6.25%,
              5/15/10..........................     2,881
   3,500    School Building Authority, Series
              B, 5.40%, 7/1/17, Callable 7/1/07
              @ 102, FSA.......................     3,599
</TABLE>
 
Continued
 
                                       15

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
                              MUNICIPAL BONDS, CONTINUED:
West Virginia, continued
 $ 1,150    State College Revenue, 6.00%,
              4/1/12, Callable 4/1/03 @ 102,
              AMBAC............................  $  1,242
   2,000    State Housing Development Fund,
              Housing Finance, AMT, 7.20%,
              11/1/20, Callable 5/1/02 @ 102...     2,145
   2,175    University Athletics, Series B,
              5.00%, 5/1/22, Callable 5/1/08 @
              101, AMBAC.......................     2,136
   1,800    University Student Union, Series B,
              5.00%, 5/1/17, Callable 5/1/08 @
              101, AMBAC.......................     1,769
                                                 --------
                                                   15,370
                                                 --------
Wisconsin (0.3%):
     500    Mukwonago School District, 5.80%,
              3/1/07, Prerefunded 3/1/02 @100,
              AMBAC............................       532
   1,000    State, Series A, 6.30%, 5/1/07,
              Prerefunded 5/1/02 @ 100.........     1,084
                                                 --------
                                                    1,616
                                                 --------
Wyoming (0.5%):
     875    Community Development Authority
              Single Family Mortgage, Series A,
              7.25%, 6/1/07, Callable 6/1/01 @
              102..............................       917
   1,395    Sweetwater County, School District
              #2, Green River, GO, 7.00%,
              6/1/04, MBIA.....................     1,607
                                                 --------
                                                    2,524
                                                 --------
  Total Municipal Bonds                           504,958
                                                 --------
WEEKLY DEMAND NOTES (1.3%):
Illinois (0.5%):
   2,600    State Health Facilities Authority,
              4.15%, 7/1/27, LOC: First
              National Bank of Chicago*........     2,600
                                                 --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
WEEKLY DEMAND NOTES, CONTINUED:
Indiana (0.8%):
 $ 1,000    Indiana Capital Health Program,
              3.75%, 8/1/06*...................  $  1,000
   1,000    Indiana Hospital Equipment
              Financing Authority Revenue,
              Series A, 3.75%, 12/1/15*........     1,000
   1,860    Indiana State Housing Finance
              Authority, 4.25%, 1/1/29, LOC:
              Federal Home Loan Bank*..........     1,860
                                                 --------
                                                    3,860
                                                 --------
  Total Weekly Demand Notes                         6,460
                                                 --------
INVESTMENT COMPANIES (0.1%):
     656    Provident Muni Cash................       656
                                                 --------
  Total Investment Companies                          656
                                                 --------
Total (Cost $486,031) (a)                        $512,074
                                                 ========
</TABLE>
 
- ------------
 
Percentages indicated are based on net assets of $488,353.
 
Continued
 
                                       16

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Intermediate Tax-Free Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
(a) Represents cost for financial reporting purposes and differs from value by
    net unrealized appreciation of securities as follows
    (amounts in thousands):
 
<TABLE>
                   <S>                                                           <C>
                   Unrealized appreciation.....................................  $26,077
                   Unrealized depreciation.....................................      (34)
                                                                                 -------
                   Net unrealized appreciation.................................  $26,043
                                                                                 =======
</TABLE>
 
 * Variable rate securities having liquidity sources through bank letters of
   credit or other cards and/or liquidity agreements. The interest rate, which
   will change periodically, is based upon bank prime rates or an index of
   market rates. The rate reflected on the Schedule of Portfolio Investments is
   the rate in effect at December 31, 1997.
 
<TABLE>
<S>    <C>
AMBAC  Insured by AMBAC Indemnity Corp.
AMT    Alternative Minimum Tax Paper
BIG    Insured by Bond Insurance Guarantee
ETM    Escrowed to Maturity
FGIC   Insured by Federal Guarantee Insurance Corp.
FNMA   Insured by Federal National Mortgage Association
FSA    Insured by Federal Security Assurance
GNMA   Insured by Government National Mortgage Association
GO     General Obligation
GSL    Guaranteed Student Loans
IDR    Industrial Development Revenue
MBIA   Insured by Municipal Bond Insurance Association
</TABLE>
 
See notes to financial statements.
 
                                       17

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                  DAILY DEMAND NOTES (2.9%):
                             North Dakota (0.2%):
 $ 1,125    Grand Forks North Dakota, United
              Hospital, 5.10%, 12/1/16...........   $  1,125
                                                    --------
                             Pennsylvania (1.9%):
  11,490    Allegheny County Pennsylvania
              Industrial Development, Logwood at
              Oakmont Inc., 5.25%, 7/1/27*.......     11,490
                                                    --------
                               Washington (0.3%):
   1,300    Washington State Health Care
              Facilities Authority Mason Medical,
              5.00%, 2/15/27*....................      1,300
     800    Washington State Housing Finance,
              5.10%, 1/1/21, LOC: US Bank of
              Washington*........................        800
                                                    --------
                                                       2,100
                                                    --------
                                Wisconsin (0.5%):
   3,500    State Health Facilities, 3.70%,
              1/1/16, LOC: Toronto Dominion
              Bank*..............................      3,500
                                                    --------
  Total Daily Demand Notes                            18,215
                                                    --------
                                MONTHLY DEMAND NOTES (0.1%):
                               California (0.1%):
     600    Windsor, Multi-Family Revenue, 4.35%,
              8/1/25, LOC: Banque Paribas*.......        600
                                                    --------
  Total Monthly Demand Notes                             600
                                                    --------
                                    MUNICIPAL BONDS (96.9%):
                                  Alabama (0.3%):
     565    Alabama Housing Finance Authority,
              Series A-1, 5.80%, 10/1/08,
              Callable 4/1/05 @ 102, GNMA........        596
   1,000    Mobile Alabama Board of School
              Commissioners, 5.00%, 3/1/08,
              Callable 3/1/04 @ 102, AMBAC.......      1,032
                                                    --------
                                                       1,628
                                                    --------
                                   Alaska (2.5%):
     285    Alaska State Department
              Administration, 4.40%, 9/1/98......        286
     755    Anchorage Alaska, Series A, 5.40%,
              4/1/07, Callable 4/1/06 @ 100,
              MBIA...............................        803
   3,570    Energy Authority, Utility Revenue,
              5.20%, 7/1/17, Callable 7/1/08 @
              100, FSA...........................      3,583
   1,185    Home Mortgage Revenue Refunding,
              8.00%, 3/1/09, Callable 3/1/02 @
              102, FNMA..........................      1,279
     155    Juneau City & Boro Home Mortgage
              Revenue, 8.00%, 2/1/09, Callable
              2/1/02 @ 100, FNMA.................        167
   1,750    North Slope, Series B, 0.00%,
              6/30/04............................      1,306
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                               Alaska, continued:
 $ 8,440    State Housing Finance Corp., 0.00%,
              12/1/17, Callable 6/1/07 @ 54,
              MBIA...............................   $  2,608
  30,000    State Housing Finance Corp., Series
              A-2, AMT, 0.00%, 6/1/37, Callable
              12/1/07 @ 17.74....................      3,018
   2,750    Student Loan Corp., Series A, AMT,
              5.75%, 7/1/14, Callable 7/1/07 @
              100, AMBAC.........................      2,906
                                                    --------
                                                      15,956
                                                    --------
                                  Arizona (0.5%):
     200    Arizona State Transportation Board,
              Series A, 6.10%, 7/1/01, OID @
              99.641.............................        214
     325    Maricopa County, Industrial
              Development, Multi-Family Housing,
              7.25%, 7/1/17, Callable 7/1/07 @
              101................................        337
   1,500    Maricopa County, Industrial
              Development, Multi-Family Housing
              Revenue, Series A, 6.25%, 7/1/27,
              Callable 1/1/07 @ 101..............      1,557
     250    Phoenix Arizona, Series 1985A, 7.00%,
              7/1/03, Callable 01/01/98 @ 101....        284
   1,000    Yuma, Individual & Multi-Family
              Apartments, Series A, 5.40%,
              12/20/17, Callable 12/20/04 @ 100,
              GNMA...............................      1,007
                                                    --------
                                                       3,399
                                                    --------
                                 Arkansas (1.9%):
     343    Drew County, Public Facilities Board,
              7.90%, 8/1/11, Callable 8/1/03 @
              103, FNMA..........................        372
     149    Drew County, Public Facilities Board,
              7.75%, 8/1/11, Callable 2/1/04 @
              100................................        160
     517    Jacksonville, Residential Housing
              Facilities Board, Single Family
              Mortgage Revenue, 7.90%, 1/1/11,
              Callable 7/1/03 @ 103..............        567
     231    Jacksonville, Residential Housing
              Facilities Board, Single Family
              Mortgage Revenue, 7.75%, 1/1/11,
              Callable 7/1/05 @ 103..............        252
     990    Jefferson County, PCR, Power & Light
              Co. Project, 6.13%, 10/1/07,
              Callable 4/1/06 @ 100, BIG.........        991
     216    Lonoke County, Residential Housing
              Facilities Board, Single Family
              Mortgage Revenue, 7.38%, 4/1/11,
              Callable 4/1/03 @ 103..............        234
</TABLE>
 
Continued
 
                                       18

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                             Arkansas, continued:
 $   626    Lonoke County, Residential Housing
              Facilities Board, Single Family
              Mortgage Revenue, Series A-2,
              7.90%, 4/1/11, FNMA................   $    687
   1,000    Paragould, Hospital Revenue, 6.38%,
              10/1/17, Callable 10/1/06 @ 102....      1,074
   1,143    Pope County, Residential Facilities,
              Housing Board Mortgage Revenue,
              Series B, 7.75%, 9/1/11, Callable
              8/1/02 @ 102, FHA..................      1,231
   1,500    State Capital Appreciation, College
              Savings, Series 97A, 0.00%,
              6/1/16.............................        566
   2,000    State Capital Appreciation, College
              Savings, Series A, 0.00%, 6/1/15...        802
   1,930    State Development Authority Revenue
              Refunding, 8.00%, 8/15/11, Callable
              8/15/01 @ 103......................      2,078
   3,650    State Development Finance Authority
              Revenue, 0.00%, 6/1/15.............      1,414
     880    State Development Finance Authority
              Revenue, Single Family Housing,
              7.75%, 4/1/21, Callable 4/1/99 @
              102, GNMA..........................        912
     478    Stuttgart Public Facilities Board
              Revenue, Series A-2, 7.90%, 9/1/11,
              Callable 9/1/03 @ 103..............        524
     257    Stuttgart Public Facilities Board
              Revenue, Series B, 7.75%, 9/1/11,
              Callable 3/1/06 @ 103..............        282
                                                    --------
                                                      12,146
                                                    --------
                               California (2.5%):
     430    ABAG Finance Authority for Nonprofit
              Corp., 5.85%, 10/1/27, Callable
              10/1/07 @ 102......................        444
   1,255    Fairfield, Water Revenue, 0.00%,
              4/1/15, Callable 4/1/05 @ 56.7,
              AMBAC..............................        505
   1,690    Fresno Housing Authority, Project B,
              AMT, 5.60%, 8/1/30, Callable 8/1/07
              @ 102..............................      1,738
   1,080    Housing Finance Agency Revenue, Home
              Mortgage, AMT, 7.50%, 2/1/23,
              Callable 8/1/05 @ 102, FHA.........      1,191
      15    Housing Finance Agency Revenue, Home
              Mortgage, Series C, AMT, 7.45%,
              8/1/11, Callable 8/1/01 @ 102......         15
     680    Housing Finance Agency Revenue, Local
              or Guaranteed Housing, Series B,
              8.63%, 8/1/15, Callable 8/1/00 @
              100, MBIA..........................        712
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                           California, continued:
 $   570    Housing Finance Agency Revenue,
              Series H, AMT, 6.80%, 8/1/19,
              Callable 8/1/04 @ 102, FHA.........   $    599
     780    Housing Finance Agency Revenue,
              Single Family Housing, Series F,
              7.88%, 8/1/19, Callable 8/1/98 @
              102................................        803
     100    Los Angeles, California Water & Power
              Electric, 4.50%, 8/15/98...........        100
   1,000    Oakland, Revenue Refunding, Series A,
              7.60%, 8/1/21, Callable 8/1/98 @
              102, FGIC..........................      1,041
     815    Redondo Beach, Redevelopment Agency,
              Residential Mortgage Revenue,
              Series B, 6.25%, 6/1/11, Callable
              6/1/03 @ 100.......................        836
     350    Rural Home Mortgage Financing
              Authority Revenue, Single Family
              Mortgage Revenue, AMT, 7.25%,
              12/1/24, Callable 12/1/04 @ 103,
              GNMA...............................        379
     810    Rural Home Mortgage Financing
              Authority, AMT, 7.55%, 11/1/26.....        944
     805    Rural Home Mortgage Financing
              Authority, AMT, 7.75%, 5/1/27......        937
   2,230    Rural Home Mortgage, Class 5, AMT,
              5.50%, 3/1/29, LOC: GNMA...........      2,467
   1,180    San Joaquin Hills Toll Road,
              Pre-refunded, 0.00%, 1/1/14........        533
   4,435    San Joaquin Hills Toll Road,
              Pre-refunded, 0.00%, 1/1/16........      1,790
   1,105    State Department of Veterans'
              Affairs, AMT, 7.38%, 8/1/12,
              Callable 2/1/98 @ 101.5............      1,125
                                                    --------
                                                      16,159
                                                    --------
                                Colorado (16.2%):
   5,250    Arapahoe County, Highway Revenue,
              Series C, 0.00%, 8/31/15, Callable
              8/31/05 @ 48.6.....................      1,819
   4,920    Aurora County, Industrial
              Development, Series A, 5.38%,
              12/1/11, Callable 12/1/02 @ 102....      4,920
   5,030    Aurora, Single Family Mortgage
              Revenue, Series A2, 0.00%, 9/1/15,
              Prerefunded 3/1/13 @ 75.2..........      1,758
   2,205    Brush Creek Metropolitan District,
              GO, Refunding, 6.70%, 11/15/09,
              Callable 11/15/03 @ 101............      2,402
     400    Central City Water Revenue, GO, Water
              Utility Improvements, 8.63%,
              9/15/11, Prerefunded 9/15/02 @
              100................................        474
</TABLE>
 
Continued
 
                                       19

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                             Colorado, continued:
 $   655    Central City Water Revenue, GO, Water
              Utility Improvements, 7.50%,
              12/1/12, Prerefunded 12/1/02 @
              100................................   $    748
   2,500    Colorado Health Facilities Authority
              Steamboat Springs, 5.75%, 9/15/22,
              callable 9/15/08 @ 101.............      2,517
   3,700    Colorado Springs Airport Revenue,
              AMT, 6.90%, 1/1/12, Callable 1/1/03
              @ 102, MBIA........................      4,095
   1,275    Dawson Ridge, Metropolitan District
              No.1, ETM, 0.00%, 10/1/12..........        600
   1,000    Denver Housing Corp., Series A,
              5.35%, 10/1/12, Callable 10/1/07 @
              101................................      1,017
   2,500    Denver, City & County Airport
              Revenue, AMT, 5.63%, 11/15/08,
              Callable 11/15/06 @ 102, MBIA......      2,709
     875    Denver, City & County Airport
              Revenue, AMT, 6.75%, 11/15/13,
              Callable 11/15/02 @ 102,
              MBIA-IBC...........................        963
  20,610    Denver, City & County Mortgage, AMT,
              0.00%, 8/1/29......................      3,194
   9,850    Denver, City & County Residual
              Revenue, 0.00%, 7/10/14, Callable
              7/1/01 @ 39.6......................      3,125
     525    Denver, City & County, Series C,
              5.40%, 8/1/01, Callable 8/1/00 @
              101................................        548
   5,935    Douglas County Colorado Multi-Family
              Revenue, Parker Hilltop Apt
              Project, 4.00%, 12/1/27, ATM.......      5,934
   1,250    Eagle's Nest Metropolitan District,
              GO, Refunding, 6.50%, 11/15/17,
              Callable 11/15/97 @ 107............      1,329
     223    El Paso County, Home Mortgage, Series
              C, 8.30%, 9/20/18, Callable 12/1/97
              @ 100..............................        249
   1,145    El Paso County, Single Family
              Mortgage Revenue, 0.00%, 9/1/15,
              ETM................................        461
   2,500    Englewood, Multi-Family Housing,
              Marks Apartment Revenue, 6.65%,
              12/1/26, Callable 12/1/06 @ 102....      2,668
   1,415    Englewood, Multi-Family Housing,
              Marks Apartment Revenue, Series B,
              6.00%, 12/15/18, Callable 12/15/03
              @ 100, LOC: Citibank...............      1,439
   1,685    Housing Finance Authority, GO, 6.80%,
              8/1/14, Callable 8/1/02 @ 102......      1,783
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                             Colorado, continued:
 $ 2,560    Housing Finance Authority,
              Multi-Family Mortgage Revenue,
              Series B, 6.00%, 10/1/25, Callable
              2/11/98 @ 100.5, FHA...............   $  2,204
     165    Housing Finance Authority,
              Multi-Family Revenue, AMT, 5.75%,
              10/1/06, Callable 4/1/06 @ 102.....        175
     875    Housing Finance Authority,
              Multi-Family Revenue, Series A,
              9.00%, 10/1/25, Callable 10/1/00 @
              100, FHA...........................        882
     255    Housing Finance Authority, Series A,
              6.90%, 5/1/01......................        269
   2,500    Housing Finance Authority, Series
              B-2, AMT, 7.00%, 5/1/26, Callable
              5/1/07 @ 105.......................      2,792
   2,500    Housing Finance Authority, Series
              C-2, AMT, 6.88%, 11/1/28, Callable
              11/1/07 @ 105......................      2,772
   3,550    Housing Finance Authority, Single
              Family, 7.45%, 11/1/27, Callable
              5/1/06 @ 105.......................      4,079
     790    Housing Finance Authority, Single
              Family Program, Series B, 6.13%,
              5/1/13, Callable 11/1/04 @ 103,
              FHA................................        824
     735    Housing Finance Authority, Single
              Family Program, Series B, 7.50%,
              11/1/24, Callable 11/1/04 @ 105,
              FHA................................        826
     210    Housing Finance Authority, Single
              Family Program, Series B-2, 6.90%,
              8/1/17, Callable 2/1/01 @ 102,
              FHA................................        220
     400    Housing Finance Authority, Single
              Family Program, Series D-1, 6.60%,
              8/1/17, Callable 8/1/01 @ 102,
              FHA................................        411
   2,000    Housing Finance Authority, Single
              Family Program, Series D-1, 7.38%,
              6/1/26, Callable 12/1/05 @ 105.....      2,254
     680    Housing Finance Authority, Single
              Family Program, Series E, AMT,
              6.25%, 12/1/09, Callable 12/1/04 @
              103................................        719
     360    Housing Finance Authority, Single
              Family Program, Sub Series A, AMT,
              6.50%, 12/1/02.....................        376
   9,500    Housing Finance Authority, Single
              Family Revenue, AMT, 7.25%, 5/1/27,
              Callable 5/1/07 @ 105..............     10,731
     910    Housing Finance Authority, Single
              Family Revenue, Series 95C, 7.45%,
              6/1/17, Callable 6/1/05 @ 105......      1,037
     490    Housing Finance Authority, Single
              Family Revenue, Series A, 0.00%,
              9/1/14, FHA........................         91
</TABLE>
 
Continued
 
                                       20

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                             Colorado, continued:
 $   370    Housing Finance Authority, Single
              Family Revenue, Series A-3, AMT,
              6.50%, 11/1/23, Callable 5/1/02 @
              102................................   $    385
   3,500    Housing Finance Authority, Single
              Family Revenue, Series C-1, AMT,
              7.55%, 11/1/27, Callable 11/1/06 @
              102................................      3,974
   1,000    Jefferson County, Single Family
              Revenue, Refunding, Series A,
              8.88%, 10/1/13, Callable 4/1/01 @
              103, MBIA..........................      1,074
   7,525    Meridian Metropolitan District,
              7.50%, 12/1/11, Callable 12/1/01 @
              101................................      8,298
   1,500    Mesa County, Residual Revenue
              Refunding, 0.00%, 12/1/11, ETM.....        753
   2,895    Montrose County, Hospital Revenue,
              Series B, 5.25%, 12/1/17, Callable
              12/1/07 @ 102......................      2,896
     140    Mountain Village Metropolitan
              District, 7.95%, 12/1/03,
              Prerefunded 12/1/02 @ 101..........        163
   1,720    Mountain Village Metropolitan
              District, 8.10%, 12/1/11,
              Prerefunded 12/1/02 @ 101..........      2,024
     890    Mountain Village Metropolitan
              District San Miguel County, 7.95%,
              12/01/03, Callable 12/1/02 @ 101...        999
     835    Mountain Village Metropolitan
              District, San Miguel County, 8.10%,
              12/1/11, Callable 12/1/02 @ 101....        968
   2,630    Mountain Village Metropolitan
              District, San Miguel County, 5.15%,
              12/1/13, Callable 12/01/07 @ 101...      2,683
   3,700    Mountain Village Metropolitan
              District, San Miguel County, 5.20%,
              12/1/17, Callable 12/1/07 @ 101....      3,728
                                                    --------
                                                     103,359
                                                    --------
                              Connecticut (2.3%):
   4,350    Stamford, Connecticut Housing
              Authority, Rippowam Project, 6.25%,
              10/1/19, Callable 10/1/08 @ 103....      4,605
   9,200    Stamford, Connecticut Housing
              Authority, Rippowam Project,
              6.375%, 10/1/29, Callable 10/1/08 @
              103................................      9,738
     175    State Housing Mortgage, Series A,
              7.63%, 11/15/17, Callable 2/11/98 @
              102................................        179
                                                    --------
                                                      14,522
                                                    --------
                                 Delaware (0.0%):
     765    New Castle County, Single Family
              Mortgage Revenue, 0.00%, 11/1/16,
              FGIC...............................        122
                                                    --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                     District of Columbia (0.1%):
 $   400    State, 6.80%, 5/1/98.................   $    404
                                                    --------
                                  Florida (5.1%):
   1,030    Brevard County, Housing Finance
              Authority, Single Family Mortgage
              Revenue, AMT, 6.13%, 9/1/09,
              Callable 9/1/04 @ 102..............      1,067
   4,510    Duval County, Housing Finance
              Authority, Single Family Revenue,
              Series C, 7.35%, 7/1/24, Callable
              9/1/00 @ 103, FGIC Mortgage........      4,822
     565    Escambia County, Housing Finance
              Authority, Single Family Revenue,
              AMT, 6.60%, 10/1/12, Callable
              4/1/05 @ 102, GNMA.................        588
   2,000    Hillsborough County Aviation, Series
              B, 5.13%, 10/1/17, Callable 10/1/06
              @ 101, AMBAC.......................      1,994
     470    Housing Finance Agency, Home
              Ownership Revenue, 7.50%, 9/1/14,
              Callable 9/1/00 @ 102, GNMA........        497
   2,000    Lee County, Housing Finance
              Authority, Series A, AMT, 5.60%,
              3/1/29, Callable 9/1/07 @ 105,
              FNMA...............................      2,217
   2,680    Lee County, Housing Finance
              Authority, Single Family Revenue,
              AMT, 7.20%, 3/1/27, Callable 3/1/07
              @ 105..............................      3,035
     745    Leon County, Housing Finance
              Authority, Multi-County Program,
              Series B, AMT, 7.30%, 1/1/28.......        848
   1,755    Manatee County, Housing Finance
              Authority, Mortgage Revenue, 8.38%,
              5/1/25, Callable 5/1/04 @ 105......      2,030
   2,305    Manatee County, Housing Finance
              Authority, Mortgage Revenue, AMT,
              7.20%, 5/1/28, Callable 3/1/07 @
              105, GNMA..........................      2,613
     790    Orange County, Housing Finance
              Authority, Mortgage Revenue, Series
              A, AMT, 7.25%, 9/1/19, Callable
              3/1/01 @ 103.......................        839
     800    Orange County, Housing Finance
              Authority, Mortgage Revenue, Series
              A, AMT, 7.38%, 9/1/24, Callable
              3/1/01 @ 103, FHA..................        852
     535    Palm Beach County, Housing Finance
              Authority, Single Family Mortgage
              Revenue, Series A, AMT, 6.38%,
              10/1/06, Callable 10/1/04 @ 102....        560
</TABLE>
 
Continued
 
                                       21

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                              Florida, continued:
 $ 1,765    Pinellas County, Housing Finance
              Authority, Single Family Mortgage
              Revenue, Multi-County, Series A,
              6.35%, 2/1/17, Callable 2/1/05 @
              102................................   $  1,849
   2,500    Pinellas County, Housing Finance
              Authority, Single Family Mortgage
              Revenue, Series 95-A, AMT, 6.25%,
              8/1/12, Callable 2/1/05 @ 102......      2,651
   2,150    Polk County, Housing Finance
              Authority, Single Family Mortgage
              Revenue, Series A, AMT, 7.88%,
              9/1/22, Callable 3/1/00 @ 103......      2,278
   1,320    Santa Rosa Bay Bridge Authority, ACA,
              0.00%, 7/1/08......................        763
   1,625    Santa Rosa Bay Bridge Authority, ACA,
              0.00%, 7/1/09......................        871
   1,535    Santa Rosa Bay Bridge Authority, ACA,
              0.00%, 7/1/12......................        735
   1,035    Santa Rosa Bay Bridge Authority, ACA,
              0.00%, 7/1/14......................        441
   1,080    Santa Rosa Bay Bridge Authority, ACA,
              0.00%, 7/1/16......................        409
     500    State Finance Department, 6.25%,
              7/1/09, Callable 7/1/02 @ 101,
              MBIA...............................        542
                                                    --------
                                                      32,501
                                                    --------
                                  Georgia (1.5%):
     785    De Kalb County, Housing Authority
              Revenue, 6.40%, 5/1/05, Callable
              5/1/04 @ 100.......................        823
   5,000    De Kalb County, Housing Authority
              Revenue, Multi-Family Housing,
              7.05%, 1/1/39, Callable 1/1/08 @
              104, FHA...........................      5,493
     775    De Kalb County, Housing Authority
              Revenue, Single Family Housing,
              AMT, 7.65%, 6/1/18, Callable 6/1/04
              @ 100, GNMA........................        825
   1,765    Fulton County, Housing Authority
              Revenue, Multi-Family Housing,
              Series A, AMT, 6.30%, 7/1/16,
              Callable 7/1/06 @ 102..............      1,842
     500    Georgia Municipal Electric Power
              Authority, GO, Series Q, 8.375%,
              1/1/16, Callable 1/1/98 @ 102......        510
                                                    --------
                                                       9,493
                                                    --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                                    Idaho (1.1%):
 $ 1,500    Housing & Financial Assistance,
              Single Family Mortgage, Series D,
              AMT, 6.45%, 7/1/14, Callable 1/1/06
              @ 102, FHA.........................   $  1,597
   2,155    Housing & Financial Assistance,
              Single Family Mortgage, Series H,
              AMT, 6.05%, 7/1/14, Callable 1/1/07
              @ 102, FHA.........................      2,262
     275    Housing Agency, Single Family
              Mortgage, AMT, 6.30%, 7/1/24,
              Callable 1/1/03 @ 102..............        284
     160    Housing Agency, Single Family
              Mortgage, Series A-2, AMT, 6.55%,
              7/1/24, Callable 1/1/03 @ 102......        167
   1,075    Housing Finance Assignment, Single
              Family Mortgage Revenue, Series
              97-E2, AMT, 5.95%,
              7/1/14, Callable 1/1/07 @ 101.5....      1,120
   1,520    Power County, PCR, 5.63%, 10/1/14....      1,553
                                                    --------
                                                       6,983
                                                    --------
                                 Illinois (5.5%):
   5,890    Addison Alton Electric Public
              Improvements Revenue, Sub Series 1,
              0.00%, 7/1/11, Callable 7/1/04 @
              62.................................      2,644
     195    Aurora Kane & DuPage Counties, Single
              Family Mortgage Revenue, Series A,
              AMT, 7.95%, 10/1/25, GNMA..........        221
  12,410    Aurora, Illinois Fox Valley
              Apartments, 5.3%, 11/1/27, Callable
              11/1/05 @ 101......................     12,496
     330    Aurora, Single Family Mortgage
              Revenue Refunding, Series B, AMT,
              8.05%, 9/1/25, Callable 9/1/04 @
              105................................        379
   2,780    Bolingbrook Mortgage Revenue, Capital
              Appreciation, Sub Series 1, 0.00%,
              1/1/11, Callable 1/1/00 @ 48.6.....      1,092
   2,000    Chicago Single Family Mortgage
              Revenue, AMT, 6.95%, 9/01/28,
              Callable 9/01/07 @ 105, AMBAC......      2,223
   1,590    Chicago, Residential Mortgage
              Revenue, 0.00%, 10/1/09, Callable
              4/1/98 @ 48.84, MBIA...............        718
   1,415    Chicago, Single Family Mortgage
              Revenue, AMT, 7.63%, 9/1/27,
              Callable 6/15/06 @ 105, GNMA.......      1,621
   2,000    Chicago, Single Family Mortgage
              Revenue, Series 97-A, AMT, 7.25%,
              9/1/28, Callable 9/1/07 @ 105,
              GNMA...............................      2,264
</TABLE>
 
Continued
 
                                       22

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                             Illinois, continued:
 $ 3,355    Chicago, Single Family Mortgage
              Revenue, Series A, AMT, 7.00%,
              9/1/27, Callable 3/1/06 @ 105......   $  3,746
     715    Danville, Single Family Mortgage
              Revenue Refunding, 7.30%, 11/1/10,
              Callable 11/1/03 @ 102.............        765
   3,530    Freeport Single Family Mortgage
              Revenue, 0.00%, 8/1/10, Callable
              10/1/01 @ 49.......................      1,298
     730    Housing Development Authority,
              Residential Mortgage Revenue,
              Series A, AMT, 7.35%, 8/1/10,
              Callable 8/1/01 @ 102..............        770
   4,685    Moline, Mortgage Revenue, Capital
              Appreciation, Sub Series 1, 0.00%,
              5/1/11, Callable 5/1/05 @ 65.......      1,843
     905    Quincy, Single Family Mortgage
              Revenue Refunding, 6.88%, 3/1/10,
              Callable 3/1/04 @ 102..............        966
     400    Rock Island, Residential Mortgage
              Revenue Refunding, 7.70%, 9/1/08,
              Callable 9/1/02 @ 102..............        430
     300    State, 6.38%, 6/1/98.................        303
     300    State, 4.40%, 12/1/03, MBIA..........        303
   1,000    State Sales Tax, Series S, 4.80%,
              6/15/06, OID @ 99.522..............      1,031
                                                    --------
                                                      35,113
                                                    --------
                                  Indiana (1.6%):
   2,250    Marion County, Hospital Authority
              Revenue, 6.50%, 9/1/13, Callable
              9/1/99 @ 102.......................      2,520
   3,500    State Housing Finance Authority,
              Single Family Mortgage Revenue,
              Series A-2, AMT, 6.45%, 7/1/14,
              Callable 7/1/05 @ 102, FHA.........      3,743
     695    State Housing Finance Authority,
              Single Family Mortgage Revenue,
              Series B-2, AMT, 7.80%, 1/1/22,
              Callable 7/1/00 @ 102, GNMA........        732
   3,130    State Toll Finance Authority, Toll
              Road Revenue, 6.00%, 7/1/15,
              Callable 7/1/97 @ 100..............      3,135
                                                    --------
                                                      10,130
                                                    --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                                     Iowa (1.2%):
 $   650    Davenport, Home Ownership Mortgage
              Revenue Refunding, 7.90%, 3/1/10,
              Callable 9/1/04 @ 102..............   $    699
   1,010    Finance Authority, Multi-Family
              Revenue, AMT, 7.15%, 12/1/09.......      1,102
  13,465    Finance Authority, Single Family
              Mortgage Revenue, 0.00%, 9/1/16,
              AMBAC..............................      1,720
     590    Finance Authority, Single Family
              Revenue, AMT, 7.90%, 11/1/22,
              Callable 11/1/99 @ 102, GNMA.......        618
   2,525    Finance Authority, Single Family
              Revenue, Mortgage Backed Securities
              Program, Series C, 6.40%, 7/1/19,
              Callable 1/1/05 @ 102, GNMA........      2,683
     885    Salix, PCR, Gas & Electric Project,
              5.75%, 6/1/03, Callable 1/1/98 @
              100................................        890
                                                    --------
                                                       7,712
                                                    --------
                                   Kansas (2.7%):
     390    Finney County, Single Family Mortgage
              Revenue, 8.95%, 10/1/09, Callable
              4/1/98 @ 100.......................        391
     755    Ford County, Single Family Mortgage
              Revenue, 7.90%, 8/1/10, Callable
              8/1/02 @ 103, FHA..................        817
   1,865    Johnson County, Single Family
              Mortgage Revenue, 7.10%, 5/1/12,
              Callable 5/1/04 @ 103..............      2,039
     500    Labette County, Single Family
              Mortgage Revenue, Series A, 8.40%,
              12/1/11, Callable 6/1/03 @ 103.....        537
     340    Olathe & Labette County, Single
              Family Mortgage Revenue, Series
              A-I, AMT, 8.10%, 8/1/23, Callable
              2/1/05 @ 105.......................        383
   2,505    Olathe County, Multi-Family Housing
              Project, Series A, 5.75%, 7/1/12,
              Callable 7/1/07 @ 101..............      2,552
   1,005    Olathe County, Multi-Family Housing,
              Project B, AMT, 5.80%, 7/1/12,
              Callable 7/1/07 @ 101..............      1,024
   2,400    Reno & Labette County, Single Family
              Mortgage Revenue, Series A, 0.00%,
              12/1/15, ETM, FGIC.................        954
     495    Reno County, Single Family Mortgage
              Revenue, Series B, 8.70%, 9/1/11,
              Callable 9/1/01 @ 103..............        544
   2,500    Sedgwick & Shawnee County, Series
              A-1, AMT, 5.50%, 6/1/29, GNMA......      2,745
</TABLE>
 
Continued
 
                                       23

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                               Kansas, continued:
 $   445    Sedgwick & Shawnee County, Single
              Family Revenue, Series B, 8.05%,
              5/1/14, GNMA.......................   $    499
     465    Sedgwick & Shawnee County, Single
              Family Revenue, Series B-2, 7.80%,
              5/1/14, Callable 11/1/04 @ 103.....        513
     470    Sedgwick & Shawnee County, Single
              Family Revenue, Series C-2, 7.80%,
              11/1/24, Callable 11/1/04 @ 105,
              GNMA...............................        526
   2,070    Sedgwick County, Mortgage Loan
              Revenue, Series B, AMT, 7.80%,
              6/1/22, Callable 6/1/00 @ 103,
              AMBAC, GNMA........................      2,196
   2,120    Shawnee County, Single Family
              Mortgage Revenue, 0.00%, 10/1/16,
              Callable 10/1/01 @ 23, MBIA........        317
     975    Wichita, Single Family Mortgage
              Revenue, Series A, 7.10%, 9/1/09,
              Callable 3/1/03 @ 103..............      1,035
                                                    --------
                                                      17,072
                                                    --------
                                 Kentucky (0.3%):
     510    Housing Corp. Revenue, Series D, AMT,
              6.13%, 7/1/22, Callable 7/1/98 @
              100................................        527
   1,605    Meade County, PCR, Olin Corp.
              Project, 6.00%, 7/1/07, Callable
              2/11/98 @ 100......................      1,616
                                                    --------
                                                       2,143
                                                    --------
                                Louisiana (1.7%):
     900    Calcasieu Parish, Single Family
              Mortgage Revenue, Series 92B,
              0.00%, 5/1/13, Callable 11/1/02 @
              49.................................        322
   1,390    Greater Baton Rouge Parking Authority
              Sales & Use Tax, 6.375%, 7/1/03,
              Callable 2/11/98 @ 100.............      1,393
   2,250    Housing Finance Agency, Series B-2,
              AMT, 6.75%, 12/1/28, Callable
              6/1/07 @ 102, GNMA.................      2,465
     850    Iberia Home Mortgage Authority,
              Single Family Mortgage Revenue
              Refunding, 7.38%, 1/1/11, Callable
              1/1/01 @ 100.......................        924
   2,475    Jefferson Parish Home Mortgage
              Authority Single Family, 0.00%,
              5/1/17.............................        898
     700    Louisiana State, Series A, 8.00%,
              5/1/98, AMBAC......................        710
   5,000    New Orleans, 0.00%, 9/1/14, AMBAC....      2,181
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                            Louisiana, continued:
 $    80    Public Facilities Authority Revenue,
              Single Family Mortgage, 7.50%,
              10/1/15, Callable 4/15/98 @ 100....   $     87
   1,360    Public Facilities Authority Revenue,
              Single Family Mortgage, Series C,
              8.45%, 12/1/12, Callable 10/1/01 @
              101, FHA...........................      1,454
     166    St. Mary Public Finance Authority,
              Single Family Revenue, Series A,
              7.63%, 3/25/12, Callable 10/25/98 @
              100................................        185
                                                    --------
                                                      10,619
                                                    --------
                                    Maine (0.4%):
   1,750    State Housing Authority, AMT, 6.10%,
              11/15/16, Callable 11/15/06 @
              102................................      1,836
     810    State Housing Authority, Housing
              Finance Revenue, Series I, AMT,
              0.00%, 11/1/10, Callable 11/1/06 @
              80.2...............................        420
     535    State Housing Authority, Housing
              Finance Revenue, Series I, AMT,
              0.00%, 11/1/11, Callable 11/1/06 @
              75.3...............................        259
     215    State Housing Authority, Series D-5,
              AMT, 6.90%, 11/15/01, Callable
              5/15/01 @ 102......................        225
                                                    --------
                                                       2,740
                                                    --------
                                 Maryland (0.2%):
   1,240    Maryland Community Development,
              Multi-Family Housing Revenue,
              Series E, AMT, 6.85%, 5/15/25,
              Callable 5/15/04 @ 102, GNMA.......      1,338
                                                    --------
                            Massachusetts (1.3%):
   2,500    Boston Industrial Development, North
              End Community, Series A, 6.45%,
              2/1/24, Callable 8/1/07 @ 105,
              FHA................................      2,739
     170    State Housing Finance Agency, Single
              Family Housing Revenue, AMT, 7.00%,
              12/1/23, Callable 6/1/01 @ 102.....        174
   1,020    State Housing Finance Agency, Single
              Family Housing Revenue, AMT, 7.13%,
              6/1/25, Callable 6/1/02 @ 102......      1,096
   2,000    State Industrial Pollution Control,
              5.88%, 8/1/08, Callable 8/1/03 @
              102................................      2,060
   2,440    State Port Authority Revenue, 7.13%,
              7/1/12, Callable 2/11/98 @ 100.5...      2,458
                                                    --------
                                                       8,527
                                                    --------
</TABLE>
 
Continued
 
                                       24

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                                 Michigan (1.9%):
 $   200    Auburn Hills Michigan Building
              Authority, 5.50%, 11/1/04..........   $    213
   6,500    Detroit Development, Series A, 5.38%,
              5/1/18, Callable 5/1/07 @ 101.5....      6,562
   1,000    Michigan State Building, Series I,
              5.10%, 10/1/07, Callable 10/01/03 @
              102, AMBAC.........................      1,043
   1,640    State Housing Development Authority,
              Home Improvement, Series B, AMT,
              7.65%, 12/1/12, Callable 12/1/99 @
              102, FHA...........................      1,713
   1,395    State Housing Development Authority,
              Single Family Mortgage Revenue,
              7.50%, 6/1/15, Callable 1/1/99 @
              100.75.............................      1,464
     880    State Housing Development Authority,
              Single Family Mortgage Revenue,
              Series A, 7.70%, 12/1/16, Callable
              6/1/99 @ 102.......................        903
                                                    --------
                                                      11,898
                                                    --------
                                Minnesota (0.3%):
   2,950    Minneapolis Mortgage Revenue, 0.00%,
              10/1/12, Callable 10/1/05 @ 100....      1,167
     800    Minnesota State, 4.70%, 8/1/98.......        805
                                                    --------
                                                       1,972
                                                    --------
                              Mississippi (1.8%):
   1,000    Higher Education Assistance Corp.,
              Student Loan Revenue, AMT, 6.60%,
              1/1/05, Callable 7/1/02 @ 102......      1,073
   1,440    Higher Education Assistance Corp.,
              Student Loan Revenue, Series 92C,
              AMT, 6.50%, 7/1/04, Callable 7/1/02
              @ 102..............................      1,545
     825    Higher Education Assistance Corp.,
              Student Loan Revenue, Series C,
              AMT, 6.05%, 9/1/07, Callable 9/1/02
              @ 102..............................        873
   1,275    Home Corp., Single Family Revenue,
              7.10%, 12/1/10, Callable 3/1/98 @
              100................................      1,350
   2,000    Home Corp., Single Family Revenue,
              Series B, AMT, 7.90%, 3/1/25,
              Callable 3/1/05 @ 106, GNMA........      2,244
   2,000    Home Corp., Single Family Revenue,
              Series F, AMT, 7.55%, 12/1/27,
              Callable 12/1/06 @ 105, GNMA,
              FNMA...............................      2,280
   1,340    Housing Finance Corp., Single Family
              Mortgage Revenue, AMT, 8.25%,
              10/15/18, Callable 10/15/99 @ 102,
              FGIC...............................      1,419
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                          Mississippi, continued:
 $   375    Mississippi State, 6.60%, 10/1/98....   $    383
     305    Mississippi State, 6.60%, 10/1/99,
              OID @ 99.638.......................        319
                                                    --------
                                                      11,486
                                                    --------
                                 Missouri (1.6%):
     645    Grandview Industrial Development
              Authority, Multi-Family Housing
              Revenue, 9.25%, 5/15/08, Callable
              5/15/04 @ 103......................        645
   1,000    Jefferson City, Missouri School
              District, Series A, 6.70%,
              3/1/11.............................      1,198
   1,500    St. Louis County Industrial
              Development Authority,
              Multi-Family, 5.35%, 7/1/18,
              Callable 1/1/08 @ 100, FNMA........      1,508
   1,410    State Housing Development, Common
              Mortgage Revenue, Single Family,
              AMT, 7.38%, 8/1/23, Callable 2/1/01
              @ 102, GNMA........................      1,496
     910    State Housing Development, Common
              Mortgage Revenue, Single Family,
              AMT, 7.25%, 9/1/26, Callable 3/1/06
              @ 105, GNMA........................      1,026
   1,970    State Housing Development, Common
              Mortgage Revenue, Single Family,
              Series A, AMT, 7.20%, 9/1/26,
              Callable 9/1/06 @ 105, GNMA........      2,226
   1,945    State Housing Development, Common
              Mortgage Revenue, Single Family,
              Series D, AMT, 7.10%, 9/1/27,
              Callable 1/1/07 @ 102, GNMA........      2,144
                                                    --------
                                                      10,243
                                                    --------
                                  Montana (0.7%):
   1,545    Greenwood Plaza Housing, Inc.,
              10.43%, 1/1/22, Callable 1/1/98 @
              102.5, FHA.........................      1,601
   3,000    Lewis & Clark County Metropolitan
              Environment, Asarco Inc. Project,
              5.6%, 1/1/27, Callable 1/1/08 @
              102................................      3,060
                                                    --------
                                                       4,661
                                                    --------
                                 Nebraska (0.1%):
   1,890    Finance Authority, Single Family
              Mortgage Revenue, 0.00%, 12/15/13,
              FHA................................        392
     225    Finance Authority, Single Family
              Mortgage Revenue, AMT, 6.35%,
              3/15/06, Callable 9/15/02 @ 102....        235
                                                    --------
                                                         627
                                                    --------
</TABLE>
 
Continued
 
                                       25

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                                   Nevada (2.7%):
 $ 1,825    Housing Division, Issue C, AMT,
              6.35%, 10/1/13, Callable 4/1/05 @
              102, FHA...........................   $  1,943
   1,495    Housing Division, Single Family
              Mortgage, Series C, AMT, 6.60%,
              4/1/14, Callable 4/1/06 @ 102......      1,592
     430    Housing Division, Single Family
              Program, Series B-1, 6.20%,
              10/1/15, Callable 4/1/04 @ 102.....        451
   1,205    Housing Division, Single Family
              Program, Series B-2, AMT, 7.90%,
              10/1/21, Callable 4/1/00 @ 102.....      1,265
     890    Housing Finance Authority, Single
              Family Mortgage Revenue, Series Sub
              B-1, AMT, 6.00%, 4/1/10, Callable
              4/1/07 @ 102.......................        935
  10,000    Washoe County, Water Facilities
              Revenue, Sierra Pacific Power, AMT,
              6.65%, 6/1/17, Callable 12/1/02 @
              102, MBIA..........................     11,012
                                                    --------
                                                      17,198
                                                    --------
                            New Hampshire (1.1%):
   7,000    Higher Educational & Health
              Facilities, 6.13%, 10/1/13,
              Callable 10/1/03 @ 102.............      7,277
                                                    --------
                               New Jersey (0.4%):
     800    Jersey City, 5.50%, 3/15/10, Callable
              3/15/07 @ 102, MBIA................        856
     935    State Housing & Mortgage Finance
              Agency Revenue, 7.38%, 10/1/17,
              Callable 10/1/99 @ 102, MBIA.......        987
     710    State Housing & Mortgage Finance
              Agency, Home Mortgage Revenue,
              8.38%, 4/1/17, Callable 4/1/98 @
              103, MBIA..........................        735
                                                    --------
                                                       2,578
                                                    --------
                               New Mexico (1.6%):
     165    Bernalillo County, Multi-Family
              Housing Revenue, Sub Series A2,
              7.00%, 11/1/08, Callable 11/1/03 @
              103................................        169
   1,000    Educational Assistance Foundation,
              Student Loan Program, AMT, 6.20%,
              11/1/08, Callable 11/01/06 @ 102...      1,101
     600    Educational Assistance Foundation,
              Student Loan Program, AMT, 6.30%,
              11/1/09, Callable 11/1/06 @ 102....        661
     595    Hobbs, Single Family Mortgage Revenue
              Refunding, 8.75%, 7/1/11, Callable
              11/1/98 @ 100......................        668
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                           New Mexico, continued:
 $ 1,140    Las Cruces, Housing Development
              Corp., Multi-family Revenue Refund
              Mortgage, Series A, 6.40%, 10/1/19,
              Callable 4/1/02 @ 102..............   $  1,179
     170    Las Cruces, Housing Development
              Corp., Multi-family Revenue Refund
              Mortgage, Sub-Series B, 9.00%,
              10/1/03............................        176
     385    Mortgage Finance Authority, Single
              Family Mortgage Refunding, Series
              A-2, 6.85%, 7/1/12, Callable 7/1/02
              @ 102..............................        410
   1,645    Mortgage Finance Authority, Single
              Family Mortgage Refunding, Series
              A-2, 6.90%, 7/1/24, Callable 7/1/02
              @ 02...............................      1,743
     840    Mortgage Finance Authority, Single
              Family Mortgage Revenue, Series 95,
              AMT, 6.45%, 7/1/25, Callable 1/1/06
              @ 102, GNMA........................        875
   1,000    Mortgage Finance Authority, Single
              Family Mortgage, AMT, 6.05%,
              7/1/16, Callable 7/1/07 @ 102,
              GNMA...............................      1,052
     260    Mortgage Finance Authority, Single
              Family Mortgage, Series A, AMT,
              7.80%, 3/1/21, Callable 9/1/99 @
              102, FHA...........................        271
   2,000    New Mexico Finance Authority Project
              Revolving Fund, 5.00%, 6/1/17,
              Callable 6/1/07 @ 100, AMBAC.......      1,989
                                                    --------
                                                      10,294
                                                    --------
                                 New York (1.0%):
   2,400    New York City, Industrial Development
              Agency Revenue, Japan Airlines,
              AMT, 6.00%, 11/1/15, Callable
              11/1/04 @ 102, FHA.................      2,585
   1,000    New York State Dorm Authority St.
              Vincent Depaul Resource, 5.30%,
              7/1/18, Callable 7/1/08 @ 102......        995
   3,000    New York, Series A, 5.25%, 8/1/10,
              Callable 8/1/07 @ 101..............      3,036
                                                    --------
                                                       6,616
                                                    --------
</TABLE>
 
Continued
 
                                       26

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                           North Carolina (0.2%):
 $   700    Municipal Power Agency, No. 1,
              Catawba Electric Revenue, Series B,
              6.00%, 1/1/20......................   $    700
     475    Municipal Power Agency, Series B,
              6.00%, 1/1/20, Callable 2/11/98 @
              100, MBIA..........................        476
                                                    --------
                                                       1,176
                                                    --------
                             North Dakota (0.8%):
   1,280    North Dakota State Municipal
              Financing Project Series H, 5.125%,
              6/1/17, Callable 6/1/07 @ 100,
              FSA................................      1,282
   1,570    State Housing Finance Agency, Housing
              Finance Program, Series A, AMT,
              6.00%, 7/1/17, Callable 1/1/07 @
              102................................      1,643
     485    State Housing Finance Agency, Single
              Family Mortgage Revenue, Series
              95A, AMT, 7.40%, 7/1/15, Callable
              1/1/05 @ 102.......................        520
   1,095    State Housing Finance Agency, Single
              Family Mortgage Revenue, Series A,
              AMT, 8.38%, 7/1/21, Callable 7/1/99
              @ 103, FHA.........................      1,149
     300    Student Loan, Series D, AMT, 6.15%,
              7/1/09, Callable 7/1/06 @ 100,
              AMBAC..............................        326
                                                    --------
                                                       4,920
                                                    --------
                                     Ohio (5.0%):
   1,000    Akron, Bath, Copley, Hospital
              Revenue, 7.00%, 1/1/12, ETM........      1,187
   4,500    Akron, Municipal Baseball Stadium,
              0.00%, 12/1/16, Callable 12/1/06 @
              102................................      3,876
     250    Capital Corp., Multi-Family Housing
              Revenue, 7.45%, 11/01/03, Callable
              2/11/98 @ 105, FNMA................        263
   2,000    Cleveland, Waterworks Revenue, Series
              E, 6.00%, 1/1/17, Callable 2/11/98
              @ 100..............................      2,001
   1,000    Dayton, Special Facilities Revenue,
              Emery Air Freight Corp., 6.05%,
              10/1/09............................      1,079
     650    East Liverpool, Hospital Authority,
              Series 91B, 8.13%, 10/1/11,
              Callable 10/1/01 @ 102.............        718
   1,600    Forest Hills, Local School District,
              GO, 6.25%, 12/1/20, Callable
              12/1/06 @ 102, MBIA................      1,798
   1,900    Hamilton County, Multi-Family Housing
              Revenue, AMT, 7.75%, 10/1/21,
              Callable 10/1/06 @ 102.............      1,950
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                                 Ohio, continued:
 $ 1,000    Hilliard School District, 0.00%,
              12/1/10............................   $    543
     555    Hilliard School District, 0.00%,
              12/1/13............................        253
   1,330    Housing Financial Agency, Single
              Family Mortgage Revenue, Series A,
              7.65%, 3/1/29, Callable 9/1/99 @
              102, GNMA..........................      1,395
   1,540    Housing Financial Agency, Single
              Family Mortgage Revenue, Series D,
              7.00%, 9/1/11, GNMA................      1,640
     970    Housing Financial Agency, Single
              Family Mortgage Revenue, Series D,
              7.05%, 9/1/16, Callable 9/1/01 @
              102, GNMA..........................      1,030
   5,250    Mahoning District Water Revenue,
              7.75%, 5/15/14, Callable 5/15/04 @
              102................................      5,892
   1,000    Montgomery County, Hospital Revenue,
              5.60%, 12/1/11, Callable 12/1/07 @
              102................................      1,028
     350    Ohio Housing Finance Agency Series
              A-1, 5.85%, 3/1/06, Callable 3/1/05
              @ 102, GNMA........................        369
     590    Piqua City School District, 0.00%,
              12/1/06............................        396
     590    Piqua City School District, 0.00%,
              12/1/07, FGIC......................        377
     590    Piqua City School District, 0.00%,
              12/1/08, FGIC......................        356
     590    Piqua City School District, 0.00%,
              12/1/09............................        334
   2,500    State Educational Loan Revenue,
              Series A-1, AMT, 5.55%, 12/1/11,
              Callable 6/1/07 @ 102, AMBAC.......      2,635
   1,000    Student Loan Funding Corp., Sub
              Series A, AMT, 6.10%, 8/1/07,
              Callable 8/1/03 @ 100..............      1,052
     650    Washington County, Health Care
              Facilities, 6.35%, 10/1/27,
              Callable 10/1/03 @ 102.............        662
   1,200    Westlake, City School District,
              5.90%, 12/1/16, Callable 12/1/06 @
              102................................      1,289
                                                    --------
                                                      32,123
                                                    --------
                                 Oklahoma (3.6%):
     700    Grand River Dam Authority, 5.0%,
              6/1/99, OID @ 99.462...............        710
     500    Grand River Dam Authority, 5.5%,
              6/1/03, OID @ 98.835...............        530
     800    Grand River Dam Authority, 5.75%,
              6/1/06, OID @ 98.623...............        875
     500    Grand River Dam Authority Revenue,
              4.90%, 6/1/98......................        502
</TABLE>
 
Continued
 
                                       27

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                             Oklahoma, continued:
 $ 2,730    Housing Finance Agency, Single Family
              Revenue, AMT, 7.05%, 9/1/26,
              Callable 9/1/06 @ 105..............   $  3,051
   3,000    Housing Finance Agency, Single Family
              Revenue, Series B-2, AMT, 7.63%,
              9/1/26, Callable 3/1/06 @ 105......      3,351
     140    Oklahoma Colleges Board of Regents,
              4.30%, 10/1/01, MBIA...............        142
     145    Oklahoma Colleges Board of Regents,
              4.40%, 10/1/02, Callable 10/1/01 @
              102, MBIA..........................        147
     285    Oklahoma Development Finance
              Authority, 4.50%, 6/1/03, AMBAC....        289
     465    Oklahoma Development Finance
              Authority, 5.20%, 7/1/06, AMBAC....        492
     490    Oklahoma Development Finance
              Authority, 5.30%, 7/1/07, Callable
              7/1/06 @ 102, AMBAC................        523
   1,000    Oklahoma Development Finance
              Authority, 5.45%, 7/1/10, Callable
              7/1/05 @ 101, FSA..................      1,060
     300    Oklahoma State Municipal Power,
              Series B, 5.40%, 1/1/02, MBIA......        314
   1,010    Oklahoma State Power Series B, 5.20%,
              1/1/00, MBIA.......................      1,035
     400    Oklahoma State Power Series B, 5.30%,
              1/1/01, MBIA.......................        415
     700    Oklahoma State Power Supply System
              Series A, 3.85%, 1/1/98, FGIC......        700
     100    Oklahoma State Power Supply System
              Series A, 5.70%, 1/1/01, FGIC......        105
     200    Oklahoma State Power Supply System
              Series A, 5.80%, 1/1/02, FGIC......        213
     200    Oklahoma State Power Supply System
              Series A, 5.90%, 1/1/03, Callable
              1/1/02 @ 102, FGIC.................        216
     200    Oklahoma State Power Supply System
              Series A, 6.00%, 1/1/04, Callable
              1/1/02 @ 102, FGIC.................        217
     400    Oklahoma State Power Supply System
              Series B, 3.75%, 1/1/98, FGIC......        400
     200    Oklahoma State Student Loan Series B,
              5.55%, 9/1/98, GSL.................        202
       5    Oklahoma State Turnpike Authority,
              7.35%, 1/1/99......................          5
     365    Oklahoma State Turnpike Authority,
              7.35%, 1/1/99......................        378
      15    Oklahoma State Turnpike Authority,
              7.40%, 1/1/00, Callable 1/1/99 @
              102................................         16
     485    Oklahoma State Turnpike Authority,
              7.75%, 1/1/09, Callable 1/1/99 @
              102................................        514
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                             Oklahoma, continued:
 $   335    Oklahoma State Turnpike Authority
              Series F, 5.30%, 1/1/03, Callable
              7/1/02 @ 102, FGIC.................   $    352
     485    Oklahoma State Turnpike Authority,
              Series 1, 7.40%, 1/1/00, Callable
              1/1/99 @ 102.......................        512
      10    Oklahoma State Turnpike Authority,
              Series 1, 7.50%, 1/1/02, Callable
              1/1/99 @ 102.......................         11
     190    Oklahoma State Turnpike Authority,
              Series 1, 7.50%, 1/1/02, Callable
              1/1/99 @ 102.......................        201
      15    Oklahoma State Turnpike Authority,
              Series 1, 7.75%, 1/1/09, Callable
              1/1/99 @ 102.......................         16
     165    Oklahoma State Turnpike Authority,
              Series G, 5.30%, 1/1/03, Callable
              7/1/02 @ 102, FGIC.................        173
     500    Oklahoma State Turnpike, Series A,
              6.10%, 1/1/05, Callable 7/1/02 @
              102................................        542
     220    Oklahoma State Water, 5.80%,
              9/1/01.............................        232
     180    Oklahoma State Water, 5.90%,
              9/1/02.............................        193
     245    Oklahoma State Water, 6.00%,
              9/1/03.............................        266
     230    Oklahoma State Water, 6.10%,
              9/1/04.............................        253
     255    Oklahoma State Water Resolution
              Board, 5.70%, 10/1/02..............        273
     400    Oklahoma State Water Resolution
              Board, 6.15%, 10/1/07, Callable
              10/1/02 @ 102......................        437
     110    Oklahoma State Water, Series A,
              6.15%, 9/1/01, AMBAC...............        118
      65    Oklahoma State Water, Series B,
              6.00%, 9/1/01......................         69
      60    Oklahoma State Water, Series B,
              6.10%, 9/1/02......................         65
      50    Oklahoma State Water, Series B,
              6.20%, 9/1/03......................         55
     310    Oklahoma State, Series A, 4.25%,
              7/15/00............................        313
     200    Tulsa Airports, 6.40%, 6/1/06,
              Callable 6/1/98 @ 100, FGIC........        219
     500    Tulsa Healthcare, 6.75%, 12/15/18,
              Callable 6/15/01, @ 102............        550
   1,000    Tulsa Independent School, 4.375%,
              6/1/98, AMBAC......................      1,003
     500    Tulsa Metropolitan Water, Series A,
              5.50%, 11/1/03.....................        532
     280    Tulsa School Project, 6.00%, 12/1/04,
              FSA................................        306
                                                    --------
                                                      23,093
                                                    --------
</TABLE>
 
Continued
 
                                       28

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                                   Oregon (0.9%):
 $ 1,000    Albany Hospital Facilities, 5.90%,
              10/1/20, Callable 10/1/00 @ 100....   $  1,005
     720    Eugene, Trojan Nuclear Project
              Revenue, 5.90%, 9/1/09, Callable
              7/10/97 @ 100......................        721
   1,545    Portland, Housing Authority,
              Multi-Family Housing Revenue, AMT,
              6.13%, 5/1/17, Callable 5/1/00 @
              100................................      1,619
   1,240    Portland, Housing Authority, Series
              A, 5.60%, 1/1/18, Callable 1/1/08 @
              100................................      1,259
   1,055    State Housing & Community Services,
              Single Family Mortgage Revenue,
              Series 92G, AMT, 6.80%, 7/1/27,
              Callable 11/18/02 @ 102............      1,119
                                                    --------
                                                       5,723
                                                    --------
                             Pennsylvania (2.3%):
   1,000    Clarion County, Hospital Authority
              Revenue, 8.10%, 7/1/12, Callable
              7/1/99 @ 102.......................      1,078
   2,000    Greene County, Industrial Development
              Authority, Pollution Control
              Revenue, 6.10%, 2/1/07, Callable
              7/10/97 @ 100......................      2,002
   1,280    Housing Finance Agency, Single Family
              Mortgage, AMT, 6.75%, 10/1/08,
              Callable 10/1/05 @ 102.............      1,502
   4,250    Northumberland County, Commonwealth
              Lease Revenue, 0.00%, 10/15/12.....      2,028
   1,600    Philadelphia Hospital & Highered
              Facilities Authority, Series A,
              5.30%, 1/1/18, Callable 1/1/08 @
              102, FHA...........................      1,610
   2,550    Philadelphia, Gas Works Revenue,
              Series A, 6.38%, 7/1/14, Callable
              7/1/03 @ 102.......................      2,752
   1,380    Pittsburgh, Urban Redevelopment
              Authority, Mortgage Revenue, Series
              A, AMT, 8.35%, 10/1/14, Callable
              10/1/97 @ 103......................      1,429
     705    Pittsburgh, Urban Redevelopment
              Authority, Mortgage Revenue, Sidney
              Square, Project A, AMT, 6.10%,
              9/1/10, Callable 9/1/06 @ 102......        754
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                         Pennsylvania, continued:
 $   590    Pittsburgh, Urban Redevelopment
              Authority, Single Family Mortgage
              Revenue, Series C, AMT, 7.88%,
              12/1/16, Callable 12/1/98 @ 102,
              GNMA...............................   $    612
     170    Scranton-Lackawanna, Hospital
              Facilities Revenue, 7.25%, 7/1/99,
              Callable 7/1/98 @ 102, BIG.........        176
   1,515    Shaler Area School District, Series
              B, 0.00%, 11/15/11.................        770
                                                    --------
                                                      14,713
                                                    --------
                              Puerto Rico (0.3%):
     700    Puerto Rico Commonwealth, 6.00%,
              7/1/07, MBIA.......................        788
   1,000    Puerto Rico Public Education &
              Health, Series L, 6.875%, 7/1/21,
              Callable 7/1/02 @ 101.5,
              Commonwealth, GTD..................      1,126
                                                    --------
                                                       1,914
                                                    --------
                             Rhode Island (0.8%):
   2,630    Housing & Mortgage Financial Corp.,
              Home Ownership Opportunity, AMT,
              6.15%, 4/1/17, Callable 10/1/06 @
              102................................      2,759
     500    Housing & Mortgage Financial Corp.,
              Home Ownership Opportunity, Series
              15-B, 6.00%, 10/1/04, Callable
              4/1/04 @ 102, MBIA.................        529
   1,000    Housing & Mortgage Financial Corp.,
              Home Ownership Opportunity, Series
              3A, 7.85%, 10/1/16, Callable
              10/1/00 @ 102......................      1,058
     615    Housing & Mortgage Financial Corp.,
              Homeownership Opportunity, Series
              C-1, AMT, 6.80%, 10/1/23, Callable
              10/1/01 @ 102......................        636
                                                    --------
                                                       4,982
                                                    --------
</TABLE>
 
Continued
 
                                       29

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                           South Carolina (2.4%):
 $ 1,900    Beaufort County, Hospital Revenue,
              Beaufort Memorial Hospital, 5.00%,
              12/1/17, Callable 12/1/07 @ 102,
              AMBAC..............................   $  1,863
   3,000    Piedmont, Municipal Power Agency,
              Electric Revenue Refunding, Series
              A, 6.60%, 1/1/21, Callable 1/1/98 @
              100................................      3,004
   6,975    Piedmont, Municipal Power Agency,
              Electric Revenue, Series A, 6.55%,
              1/1/16, Callable 1/1/98 @ 100......      6,982
   1,000    Resource Authority, Local Government
              Program Revenue, Series A, 7.25%,
              6/1/20, Callable 6/1/00 @ 102......      1,074
   2,500    State Housing Authority, Single
              Family Mortgage, Series B, 7.00%,
              7/1/11, Callable 7/1/02 @ 100, FHA,
              VA.................................      2,564
                                                    --------
                                                      15,487
                                                    --------
                             South Dakota (0.3%):
     400    Housing Development Authority,
              Homeowner Mortgage, Series D-1,
              AMT, 6.80%, 5/1/12, Callable 5/1/03
              @ 102..............................        430
   1,435    Student Loan Assistance Corp.,
              Student Loan Revenue, Series B,
              AMT, 7.63%, 8/1/06, Callable 8/1/99
              @ 102, MBIA........................      1,509
                                                    --------
                                                       1,939
                                                    --------
                                Tennessee (1.4%):
     910    Bristol, Multi-Family Home Revenue,
              Shelby Heights Project, Series 97,
              6.10%, 3/1/12, Callable 3/1/07 @
              101................................        939
   2,000    Housing Development Agency,
              Homeownership Program, AMT, 7.38%,
              7/1/23, Callable 7/1/01 @ 102......      2,121
     825    Housing Development Agency,
              Homeownership Program, Series P,
              7.70%, 7/1/16, Callable 7/1/00 @
              103................................        868
   1,305    Housing Development Agency,
              Homeownership Program, Series V,
              AMT, 7.65%, 7/1/22, Callable 7/1/01
              @ 102..............................      1,386
     665    La Follette, Housing Development
              Corp., Mortgage Revenue Refunding,
              Series A, 6.25%, 1/1/16, Callable
              7/1/05 @ 102, MBIA, FHA............        704
     380    La Follette, Housing Development
              Corp., Mortgage Revenue Refunding,
              Series A, 6.37%, 1/1/20, Callable
              7/1/05 @ 102, MBIA, FHA............        403
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                            Tennessee, continued:
 $ 1,279    Memphis, Health, Educational &
              Housing Revenue Refunding, 7.37%,
              1/20/27, Callable 1/20/02 @ 103,
              GNMA, FHA..........................   $  1,378
     200    Shelby Tennessee Education & Housing,
              Series A, 7.40%, 6/1/03, Callable
              6/1/98 @ 102, MBIA.................        207
     741    Tennessee State, 5.50%, 3/1/98.......        743
                                                    --------
                                                       8,749
                                                    --------
                                   Texas (10.9%):
   1,470    Beaumont, Housing Finance Corp.
              Single Family Mortgage Revenue
              Refunding, 9.20%, 3/1/12, Callable
              9/1/01 @ 103.......................      1,663
   1,765    Bexar County, Housing Finance Corp.,
              Residual Revenue, GO, 0.00%,
              3/1/15, Callable 1/1/99 @ 35.2.....        607
     160    Cameron County, Housing Finance
              Corp., Single Family Housing
              Revenue Refunding, 6.20%, 3/1/13,
              Callable 9/1/02 @ 103, GNMA,
              FNMA...............................        167
   2,500    Central Housing Finance Corp., Single
              Family Mortgage Revenue, Series A,
              0.00%, 9/1/16, ETM.................        948
     250    Central Texas Higher Education,
              Series C, 4.35%, 12/1/98,
              Guaranteed Student Loans...........        251
     250    Central Texas Higher Education,
              Series C, 4.65%, 12/1/00,
              Guaranteed Student Loans...........        253
      50    Central Texas Higher Education,
              Series C, 4.75%, 12/1/01,
              Guaranteed Student Loans...........         51
     100    Clear Creek, Independent School
              District, 7.5%, 2/15/06, PSFG......        121
   4,000    Dallas-Fort Worth, Regulation Airport
              Revenue, 6.10%, 11/1/07, Callable
              7/1/98 @ 100.......................      4,007
   3,680    Dallas County, Housing Finance Corp.,
              Single Family Mortgage Revenue,
              0.00%, 1/1/17, FGIC................        599
   1,000    Dallas County, Improvement &
              Refunding, Series A, 6.50%,
              8/15/09, Callable 8/15/01 @ 100....      1,080
     300    Dallas, Series B, 6.25%, 2/15/06,
              Callable 2/15/03 @ 100.............        326
     600    El Paso, Housing Finance Corp.,
              Single Family Mortgage Revenue
              Refunding, Series A, AMT, 8.75%,
              10/1/11, Callable 10/1/00 @ 100,
              FHA................................        677
</TABLE>
 
Continued
 
                                       30

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                                Texas, continued:
 $   265    El Paso, Housing Finance Corp.,
              Single Family Mortgage Revenue,
              AMT, 7.75%, 9/1/19, Callable 9/1/98
              @ 103..............................   $    275
     450    El Paso, Housing Finance Corp.,
              Single Family Mortgage Revenue,
              AMT, 8.20%, 3/1/21, Callable 3/1/99
              @ 103..............................        470
     300    Fort Bend, Independent School
              District, 6.5%, 2/15/02, Callable
              2/15/01 @ 100, PSFG................        321
   3,385    Fort Worth, Housing Finance Corp.,
              Home Mortgage Revenue Refunding,
              Series A, 8.50%, 10/1/11, Callable
              10/1/00 @ 100......................      3,692
   1,385    Galveston, Property Finance
              Authority, Single Family Mortgage
              Revenue Refunding, Series A, 8.50%,
              9/1/11, Callable 9/1/01 @ 103......      1,507
   1,000    Houston, Hotel Occupancy Tax Revenue,
              Series A, 7.00%, 7/1/15, Callable
              7/1/01 @ 100, FGIC.................      1,094
   2,365    Houston, Housing Financial Corp.,
              Single Family Mortgage Revenue
              Refunding, Series B-2, 0.00%,
              6/1/14, Callable 12/1/06 @ 58......        708
     700    Houston, Series D, 5.25%, 3/1/08,
              Callable 3/1/03 @ 100..............        722
   2,500    Houston, Single Family Mortgage
              Revenue, Series B-1, 8.00%, 6/1/14,
              Callable 12/1/06 @ 102.............      2,760
   1,000    Katy, Independent School District
              Series B, 5.00%, 2/15/07, Callable
              8/15/02 @ 102, PSFG................      1,024
     855    Laredo, Housing Finance Corp., Single
              Family Mortgage Revenue, AMT,
              6.20%, 10/1/19, Callable 4/1/04 @
              103, GNMA..........................        888
     500    Lewisville Texas Independent School
              District, 5.25%, 8/15/06, Callable
              8/15/04 @ 100, PSFG................        526
     635    Lubbock, Housing Finance Corp.,
              Single Family Mortgage Revenue,
              8.00%, 12/1/20, Callable 1/1/99 @
              100, GNMA..........................        645
     400    Lubbock, Independent School District,
              4.80%, 2/15/00, PSFG...............        407
   1,000    Lufkin, Health Facilities Development
              Corp., Health Systems Revenue
              Refunding, 6.50%, 2/15/06..........      1,078
     250    Lyford, Cons Independent School
              District, 5.25%, 8/15/12, Callable
              8/15/08 @ 102......................        245
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                                Texas, continued:
 $ 1,000    Lyford, Cons Independent School
              District, 5.50%, 8/15/22, Callable
              8/15/08 @ 102......................   $    985
     520    Manor, Independent School District,
              8.00%, 8/1/05, PSFG................        642
   1,045    Municipal Power Agency, 0.00%,
              9/1/08.............................        637
     500    National Research Lab, 6.75%,
              12/1/04, Callable 12/1/01 @ 102....        556
     600    North Texas Higher Education
              Authority, Student Loan Revenue,
              Series D, 6.88%, 4/1/02, Callable
              4/1/00 @ 102, AMBAC................        641
   9,000    Nueces County, Port Corpus Christi
              Authority, Pollution Control
              Revenue, AMT, 6.88%, 4/1/17,
              Callable 4/1/02 @ 102..............      9,817
   5,185    Public Financing Authority, Series A,
              5.00%, 2/1/16, Callable 2/1/08 @
              101, AMBAC.........................      5,171
   8,100    Red River Authority, Pollution
              Control Revenue, AMT, 6.88%,
              4/1/17, Callable 4/1/02 @ 102......      8,844
   1,000    San Angelo, Independent School
              District, 5.50%, 2/15/09, Callable
              2/15/06 @ 100, PSFG................      1,063
   1,500    San Antonio, Hotel Occupancy, 5.30%,
              8/15/08, Callable 8/15/06 @ 102,
              FGIC...............................      1,594
   2,000    San Antonio, Hotel Occupancy Revenue,
              0.00%, 8/15/17, FGIC...............        726
   1,555    Southeast Texas Housing Finance
              Corp., Residual Revenue, Series A,
              ETM, 0.00%, 11/1/14................        599
     500    State, 7.00%, 12/1/99, ETM, Callable
              06/01/98 @ 100.....................        506
   1,500    State Department of Housing &
              Community Affairs, Multi-Family
              Housing Revenue, Series A, 6.30%,
              1/1/16, Callable 1/1/07 @ 102......      1,606
     510    State Department of Housing &
              Community Affairs, Multi-Family
              Revenue, Series A, 5.90%, 7/1/06...        527
   9,340    State Department of Housing &
              Community Affairs, Single Family
              Revenue Refunding, Series A, 0.00%,
              3/1/15, Callable 9/1/04 @ 49.528...      2,986
   2,985    State Higher Education Coordinating
              Board, Student Loan Revenue, AMT,
              0.00%, 10/1/25, Callable 10/1/01 @
              100................................      2,961
</TABLE>
 
Continued
 
                                       31

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                                Texas, continued:
 $   375    State Ref-Vets Housing Assist, 5.45%,
              06/01/00...........................   $    385
     590    State Veterans Housing Assistance,
              AMT, 6.05%, 12/1/12, Callable
              12/1/02 @ 102......................        607
     195    Travis County, Housing Finance Corp.,
              Residential Mortgage Revenue,
              Series A, 7.00%, 12/1/11, Callable
              12/1/01 @ 103......................        209
      80    Travis County, Housing Finance Corp.,
              Single Family Mortgage Revenue
              Refunding, Series A, 6.25%, 4/1/19,
              Callable 4/1/99 @ 100, GNMA........         84
   1,220    Winter Garden Housing Finance Corp.,
              Single Family Mortgage Revenue,
              AMT, 6.20%, 10/1/19, Callable
              4/1/99 @ 100, GNMA.................      1,263
                                                    --------
                                                      69,521
                                                    --------
                                     Utah (1.0%):
   1,000    Intermountain Power Agency, Utah
              Power Supply, Series B, 6.00%,
              7/1/16, Callable 2/11/98 @ 100.....      1,006
   1,000    State Housing Finance Agency, Single
              Family Mortgage, AMT, 5.95%,
              7/1/09, Callable 1/1/07 @ 102,
              FHA................................      1,033
   1,125    State Housing Finance Agency, Single
              Family Mortgage, AMT, 6.25%,
              7/1/14, Callable 1/1/07 @ 102,
              FHA................................      1,190
   2,250    State Housing Finance Agency, Single
              Family Mortgage, Issue A-1, 6.00%,
              7/1/14, Callable 1/1/07 @ 102,
              FHA................................      2,363
     225    State Housing Finance Agency, Single
              Family Mortgage, Series A-1, 6.90%,
              7/1/12, Callable 1/1/03 @ 102,
              FHA................................        239
     600    Utah Regents Student Loans Series
              I-1, 4.95%, 5/1/98, LOC AMBAC......        602
                                                    --------
                                                       6,433
                                                    --------
                                 Virginia (0.2%):
     755    Virginia Beach Development Authority,
              Multi-Family Housing Revenue, 2nd
              Mortgage, Series B, 8.75%, 1/15/09,
              Callable 7/15/98 @ 100.............        755
     500    Virginia State Housing Development,
              Series H, 5.60%, 11/01/06, Callable
              5/01/05 @ 102......................        526
                                                    --------
                                                       1,281
                                                    --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                               Washington (1.9%):
 $ 3,000    Chelan Public Utilities, Series D,
              AMT, 6.35%, 7/1/28, Callable 7/1/07
              @ 102, MBIA........................   $  3,341
     670    King County, Housing Authority Rural
              Preservation Project, 5.60%,
              1/1/18, Callable 1/1/08 @ 100,
              AMT................................        666
     800    King County, Housing Authority Rural
              Preservation Project, 5.75%,
              1/1/28, Callable 1/1/08 @ 100,
              AMT................................        794
     400    Snohomish County, 5.10%, 11/1/02,
              MBIA...............................        417
   2,750    State Public Power Supply, Nuclear
              Project No. 2, Revenue Refunding,
              Series B, 5.63%, 7/1/12, Callable
              7/1/03 @ 102, FSA..................      2,876
   1,000    Washington State Housing Multifamily
              Mortgage, 5.95%, 7/1/20, Callable
              1/1/08 @ 103, GNMA.................      1,049
   2,000    Washington State Housing Multifamily
              Mortgage Revenue, 6.00%, 7/1/30,
              Callable 1/1/08 @ 103, GNMA........      2,098
   1,950    Washington State Public Power Supply,
              0.00%, 7/1/15......................        775
                                                    --------
                                                      12,016
                                                    --------
                            West Virginia (2.2%):
   1,000    Charleston Community Parking
              Facilities Revenue, 0.00%,
              12/1/20............................        253
   1,595    Charleston Community Parking
              Facilities Revenue, 0.00%,
              12/1/21............................        378
   1,630    Charleston Community Parking
              Facilities Revenue, 0.00%,
              12/1/22............................        364
   1,665    Charleston Community Parking
              Facilities Revenue, 0.00%,
              12/1/23............................        348
   3,175    Charleston Community Parking
              Facilities, Sub-C, 0.00%,
              12/1/26............................        553
   8,370    Kanawha-Putnam County, Single Family
              Mortgage, Series A, ETM, 0.00%,
              12/1/16, AMBAC.....................      3,160
   2,600    Monongalia County, Series A, 6.00%,
              11/15/27, Callable 11/15/02 @
              102................................      2,606
     250    State, 6.00%, 6/1/99, Callable
              2/11/98 @ 101, MBIA................        253
   1,500    State Housing Development Fund,
              Housing Finance, AMT, 7.20%,
              11/1/20, Callable 5/1/02 @ 102,
              FHA................................      1,609
</TABLE>
 
Continued
 
                                       32

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                        West Virginia, continued:
 $ 2,785    Various Forty, Series A, 5.20%,
              8/1/17, Callable 8/1/07 @ 102......   $  2,833
  10,800    Various Forty, Series B, 0.00%,
              8/1/30, Callable 8/1/07 @ 26.78....      1,705
                                                    --------
                                                      14,062
                                                    --------
                                Wisconsin (0.4%):
     690    Housing & Economic Development, Home
              Ownership Revenue, AMT, 8.00%,
              3/1/21, Callable 9/1/00 @ 102,
              FHA................................        710
     440    State, Series A, 7.50%, 1/1/15,
              Callable 2/11/98 @ 101.............        446
   1,000    State, Series A, AMT, 7.50%, 1/1/21,
              Callable 7/1/00 @ 100..............      1,059
     300    Wisconsin Housing & Economic
              Development, GO, Series A, 5.35%,
              11/1/08, Callable 10/01/03 @ 102...        308
                                                    --------
                                                       2,523
                                                    --------
                                  Wyoming (0.2%):
     500    Cheyenne, 5.30%, 12/1/00.............        518
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                              Wyoming, continued:
 $    95    Community Development Authority,
              Single Family Mortgage, Series A,
              6.88%, 6/1/14, Callable 6/1/01 @
              102, FHA...........................   $     98
     350    Community Development Authority,
              Single Family Mortgage, Series E,
              AMT, 7.75%, 6/1/09, Callable
              11/30/98 @ 100.9...................        364
     500    Wyoming Community Development Series
              E, 5.70%, 6/1/13, Callable 12/01/03
              @ 102, FHA.........................        511
                                                    --------
                                                       1,491
                                                    --------
                            Total Municipal Bonds    619,062
                                                    --------
                                INVESTMENT COMPANIES (0.7%):
   4,587    Provident Muni Cash..................      4,587
                                                    --------
                       Total Investment Companies      4,587
                                                    --------
                        Total (Cost $619,344) (a)   $642,464
                                                    ========
</TABLE>
 
- ------------
 
Percentages indicated are based on net assets of $638,444.
 
(a) Represents cost for financial reporting purposes and differs from value by
    net unrealized appreciation of securities as follows (amounts in thousands):
 
<TABLE>
                   <S>                                                           <C>
                   Unrealized appreciation.....................................  $23,415
                   Unrealized depreciation.....................................     (295)
                                                                                 -------
                   Net unrealized appreciation.................................  $23,120
                                                                                 =======
</TABLE>
 
 * Variable rate securities having liquidity sources through bank letters of
   credit or other cards and/or liquidity agreements. The interest rate, which
   will change periodically, is based upon bank prime rates or an index of
   market rates. The rate reflected on the Schedule of Portfolio Investments is
   the rate in effect at December 31, 1997.
 
Continued
 
                                       33

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Municipal Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<S>    <C>
ACA    American Capital Access
AMBAC  Insured by AMBAC Indemnity Corp.
AMT    Alternative Minimum Tax Paper
BIG    Insured by Bond Insurance Guarantee
ETM    Escrowed to Maturity
FGIC   Insured by Federal Guarantee Insurance Corp.
FHA    Insured by Federal Housing Authority
FNMA   Insured by Federal National Mortgage Association
FSA    Insured by Federal Security Assurance
GNMA   Insured by Government National Mortgage Association
GO     General Obligation
GSL    Guaranteed Student Loans
LOC    Letters of Credit
MBIA   Insured by Municipal Bond Insurance Association
OID    Original Issue Discount
PCR    Pollution Control Revenue
PSFG   Permanent School Fund Guarantee
VA     Veterans Administration
</TABLE>
 
See notes to financial statements.
 
                                       34

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Kentucky Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                        MUNICIPAL BONDS (97.4%):
                                 Arizona (0.9%):
 $1,850     Maricopa County, Industrial
              Development, Single Family
              Mortgage Revenue, 0.00%, 12/31/14,
              ETM...............................   $    783
                                                   --------
  1,000     Tucson & Pima County, Single Family
              Mortgage Revenue, 0.00%, 12/1/14,
              ETM...............................        426
                                                   --------
                                                      1,209
                                                   --------
                                         California (0.4%):
  1,500     San Marcos, Public Facilities,
              Revenue, 0.00%, 9/1/19, ETM.......        485
                                                   --------
                                           Colorado (0.6%):
  2,000     El Paso County, Single Family
              Mortgage Revenue, 0.00%, 9/1/15,
              ETM...............................        805
                                                   --------
                                             Kansas (0.8%):
  1,600     Kansas City, Single Family Mortgage
              Revenue, Series 1983 A, 0.00%,
              12/1/14, ETM......................        675
  1,000     Saline County, Single Family
              Mortgage Revenue, Series 1983 A,
              0.00%, 12/1/15, ETM...............        398
                                                   --------
                                                      1,073
                                                   --------
                               Kentucky (92.8%):
    225     Ashland Utility Revenue, 6.65%,
              4/1/04, Callable 4/1/98 @ 102.....        231
  1,500     Berea College Utility Revenue, AMT,
              5.90%, 6/1/17, Callable 6/1/07 @
              102...............................      1,589
    200     Boone County, Certificates of
              Participation, Public Golf, 6.35%,
              11/15/02..........................        218
    200     Boone County, Certificates of
              Participation, Public Golf, 6.40%,
              11/15/03, Callable 11/15/02 @
              102...............................        221
    250     Boone County, School District
              Finance Corp., School Building
              Revenue, 6.70%, 9/1/06, Callable
              9/1/01 @ 103......................        278
    310     Boone County, School District
              Finance Corp., School Building
              Revenue, 7.10%, 8/1/07, Callable
              8/1/00 @ 103......................        341
  1,000     Boone County, School District
              Finance Corp., School Building
              Revenue, 6.70%, 9/1/07, Callable
              9/1/01 @ 103......................      1,112
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                MUNICIPAL BONDS, CONTINUED:
                            Kentucky, continued:
 $  395     Boone County, School District
              Finance Corp., School Building
              Revenue, 7.10%, 8/1/08, Callable
              8/1/00 @ 103......................   $    434
    230     Bowling Green, Key Municipal
              Projects Corp., Lease Revenue,
              7.20%, 10/1/01, Callable 4/1/99 @
              102...............................        243
    280     Bowling Green, Key Municipal
              Projects Corp., Lease Revenue,
              7.40%, 10/1/04, Callable 4/1/99 @
              102...............................        296
    280     Campbell & Kenton Counties,
              Sanitation District #1, Sanitation
              District Revenue, 6.38%, 8/1/03,
              ETM...............................        301
    580     Campbell & Kenton Counties,
              Sanitation District #1, Sanitation
              District Revenue, 7.13%, 8/1/05,
              ETM...............................        639
    415     Clinton County, School District
              Finance Corp., School Building
              Revenue, 6.10%, 6/1/09, Callable
              6/1/02 @ 102......................        449
    445     Clinton County, School District
              Finance Corp., School Building
              Revenue, 6.10%, 6/1/10, Callable
              6/1/02 @ 102......................        481
    325     Clinton County, School District
              Finance Corp., School Building
              Revenue, 6.10%, 6/1/11, Callable
              6/1/02 @ 102......................        351
    510     Clinton County, School District
              Finance Corp., School Building
              Revenue, 6.10%, 6/1/12, Callable
              6/1/02 @ 102......................        550
    345     Danville, Hospital Revenue, Hospital
              Revenue, Esphraim McDowell Region,
              6.40%, 4/1/00, FGIC...............        363
    100     Danville, Multi-City Lease Revenue,
              Metro Sewer District, 6.35%,
              2/1/02, Prerefunded 2/1/01 @ 102,
              MBIA..............................        108
    225     Danville, Multi-City Lease Revenue,
              Metro Sewer District, 6.50%,
              2/1/04, Prerefunded 2/1/01 @ 102,
              MBIA..............................        245
    500     Daviess County, Hospital Revenue,
              Owensboro-Daviess County, 6.00%,
              8/1/04, Callable 8/1/02 @ 102,
              MBIA..............................        542
  4,500     Development Finance Authority,
              Hospital Revenue, Elizabeth,
              Med-A, 6.00%, 11/1/10, Callable
              11/1/01 @ 100, FGIC...............      4,763
</TABLE>
 
Continued
 
                                       35

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Kentucky Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                MUNICIPAL BONDS, CONTINUED:
                            Kentucky, continued:
 $  250     Eastern Kentucky University,
              Revenues Construction, Educational
              Buildings, Series 0, 6.70%,
              5/1/07, Callable 5/1/01 @ 102,
              AMBAC.............................   $    274
  1,000     Fayette County School District
              Financial Corp., School Building
              Revenue, 5.38%, 1/1/17, Callable
              1/1/07 @ 102......................      1,021
    655     Fayette County, School District
              Finance Corp., School Building
              Refunding Revenue, 6.00%, 5/1/02,
              Callable 5/1/00 @ 102.............        694
  1,255     Fayette County, School District
              Finance Corp., School Building
              Revenue, Series A, 5.35%, 1/1/13,
              Callable 1/1/07 @ 102.............      1,302
    200     Hardin County, Water District #1,
              Waterworks Revenue, 6.70%, 9/1/05,
              Callable 3/1/01 @ 102.............        218
    170     Henderson Electric Light & Power
              Revenue, 5.70%, 3/1/03, Callable
              1/17/98 @ 100.....................        170
  1,025     Higher Education Student Loan Corp.,
              Insured Student Loan Revenue,
              Series C, 6.50%, 6/1/02, GSL......      1,114
  1,500     Higher Education Student Loan Corp.,
              Insured Student Loan Revenue,
              Series C, AMT, 5.45%, 6/1/03,
              GSL...............................      1,559
  1,705     Higher Education Student Loan Corp.,
              Insured Student Loan Revenue,
              Series D, AMT, 7.00%, 12/1/06,
              Callable 12/1/01 @ 102, GSL.......      1,882
    760     Housing Corp. Revenue, 7.40%,
              1/1/10, Callable 7/1/00 @ 102.....        815
    500     Housing Corp. Revenue, Series A,
              5.40%, 1/1/05, Callable 7/1/03 @
              102, FHA, FHMA, VA................        529
    500     Housing Corp. Revenue, Series A,
              5.50%, 1/1/06, Callable 7/1/03 @
              102, FHA, FNMA, VA................        530
    500     Housing Corp. Revenue, Series A,
              5.60%, 1/1/07, Callable 7/1/03 @
              102, FHA, FMHA, VA................        528
    400     Housing Corp. Revenue, Series B,
              5.85%, 7/1/00, FHA, FHMA, VA......        415
    275     Housing Corp. Revenue, Series B,
              6.20%, 7/1/03, Callable 7/1/02 @
              102, FHA, FHMA, VA................        292
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                MUNICIPAL BONDS, CONTINUED:
                            Kentucky, continued:
 $1,745     Housing Corp. Revenue, Series D,
              5.80%, 7/1/13, Callable 7/1/06 @
              102...............................   $  1,833
    410     Infrastructure Authority Revenue,
              Governmental Agencies Program
              Revenue, 5.25%, 8/1/04, Callable
              8/1/03 @ 102......................        431
    110     Infrastructure Authority Revenue,
              Governmental Agencies Program
              Revenue, 6.00%, 8/1/11, Callable
              8/1/01 @ 100......................        115
    500     Infrastructure Authority Revenue,
              Governmental Agencies Program
              Revenue, 5.75%, 8/1/13, Callable
              8/1/03 @ 102......................        529
    500     Infrastructure Authority Revenue,
              Governmental Agencies Program,
              Refunding Revenue, 5.40%, 8/1/06,
              Callable 8/1/03 @ 102.............        531
  1,000     Infrastructure Authority Revenue,
              Revolving Fund Program, Series E,
              6.40%, 6/1/04, Callable 6/1/01 @
              102...............................      1,084
    710     Infrastructure Authority Revenue,
              Revolving Fund Program, Series E,
              6.50%, 6/1/05, Callable 6/1/01 @
              102...............................        771
    250     Infrastructure Authority Revenue,
              Series G, 6.10%, 6/1/02...........        269
    250     Interlocal School Transportation
              Assoc., Equipment Lease Revenue,
              6.00%, 3/1/01.....................        264
    405     Interlocal School Transportation
              Assoc., Equipment Lease Revenue,
              6.00%, 3/1/02.....................        433
    135     Jefferson County, Capital Projects,
              Revenue, 7.70%, 6/1/01, ETM.......        150
    500     Jefferson County, Capital Projects,
              Revenue, First Mortgage Revenue,
              6.38%, 12/1/07, ETM...............        568
    725     Jefferson County, Capital Projects,
              Revenue, Series A, 6.10%, 8/15/07,
              Callable 2/15/03 @ 102............        790
  1,000     Jefferson County, Capital Projects,
              Revenue, Series A, 5.50%, 4/1/10,
              Callable 4/1/06 @ 102, AMBAC......      1,069
  1,000     Jefferson County, Capital Projects,
              Revenue, Series A, 5.50%, 4/1/11,
              Callable 4/1/06 @ 102, AMBAC......      1,063
</TABLE>
 
Continued
 
                                       36

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Kentucky Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                MUNICIPAL BONDS, CONTINUED:
                            Kentucky, continued:
 $1,500     Jefferson County, Health Facilities
              Revenue, Alliant Hospital, 5.00%,
              10/1/13, Callable 10/1/07 @ 101,
              MBIA..............................   $  1,500
    500     Jefferson County, Health Facilities
              Revenue, Jewish Hospital
              Healthcare Services, Inc., 6.05%,
              5/1/02, AMBAC.....................        538
  1,000     Jefferson County, Health Facilities
              Revenue, Jewish Hospital
              Healthcare Services, Inc., 6.10%,
              5/1/03, Callable 5/1/02 @ 102,
              AMBAC.............................      1,090
    300     Jefferson County, Health Facilities
              Revenue, Jewish Hospital
              Healthcare Services, Inc., 6.20%,
              5/1/04, Callable 5/1/02 @ 102,
              AMBAC.............................        327
    500     Jefferson County, Health Facilities
              Revenue, Jewish Hospital
              Healthcare Services, Inc., 6.38%,
              5/1/08, Callable 5/1/02 @ 102,
              AMBAC.............................        549
    930     Jefferson County, Health Facilities
              Revenue, Jewish Hospital
              Healthcare Services, Inc., 5.65%,
              1/1/10, Callable 1/1/07 @ 102.....        991
  1,500     Jefferson County, Health Facilities
              Revenues, University Medical
              Center, 5.50%, 7/1/17, Callable
              7/1/07 @ 101, MBIA................      1,558
  2,000     Jefferson County, Hospital Revenue,
              Alliant Hospital Systems, 6.20%,
              10/1/04, Callable 10/1/02 @ 102,
              MBIA..............................      2,192
    550     Jefferson County, Pollution Control
              Revenue, Louisville Gas & Electric
              Co., 7.45%, 6/15/15, Callable
              6/15/00 @ 102.....................        600
  1,000     Jefferson County, School District
              Finance Corp., School Building
              Revenue, 6.00%, 1/1/04, Callable
              7/1/02 @102, MBIA.................      1,084
    625     Jefferson County, School District
              Finance Corp., School Building
              Revenue, 7.15%, 9/1/04,
              Prerefunded 9/1/00 @ 103..........        691
    675     Jefferson County, School District
              Finance Corp., School Building
              Revenue, 7.20%, 9/1/05,
              Prerefunded 9/1/00 @ 103..........        747
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                MUNICIPAL BONDS, CONTINUED:
                            Kentucky, continued:
 $1,430     Jefferson County, School District
              Finance Corp., School Building
              Revenue, 5.25%, 7/1/07, Callable
              7/1/05 @ 102, MBIA................   $  1,521
  2,315     Junction City, College Revenue,
              Centre College Project, 5.70%,
              4/1/12, Callable 4/1/07 @ 102.....      2,518
    500     Kenton County, Airport Revenue,
              International, Series AR-A, AMT,
              6.10%, 3/1/04, Callable 3/1/02 @
              101, FSA..........................        538
  1,000     Kenton County, Airport Revenue,
              International, Series AR-A, AMT,
              6.20%, 3/1/05, Callable 3/1/02 @
              101, FSA..........................      1,077
    500     Kenton County, Airport Revenue,
              International, Series B, AMT,
              5.75%, 3/1/07, Callable 3/1/03 @
              102, FSA..........................        537
    500     Kenton County, Airport Revenue,
              International, Series B, AMT,
              5.75%, 3/1/08, Callable 3/1/03 @
              102, FSA..........................        535
    380     Kenton County, Public Properties
              Corp. Revenue, Community Health
              Care Facilities Project, 7.00%,
              10/1/06, Prerefunded 10/1/99 @
              102...............................        407
    200     Kenton County, School District
              Finance Corp., School Building
              Revenue, 6.30%, 12/1/00...........        212
    100     Kenton County, School District
              Finance Corp., School Building
              Revenue, 6.50%, 12/1/02, Callable
              12/1/01 @ 102.....................        110
    325     Kenton County, School District
              Finance Corp., School Building
              Revenue Refunding, 5.25%, 7/1/07,
              Callable 7/1/03 @ 102.............        342
    495     Kenton County, Water District,
              Waterworks Revenue, District #001,
              6.30%, 2/1/02, FGIC...............        535
  1,015     Kenton County, Water District,
              Waterworks Revenue, District #001,
              6.38%, 2/1/04, Callable 2/1/02 @
              103, FGIC.........................      1,120
  1,245     Kentucky Economic Development
              Finance Authority Revenue
              Mortgage, Southern Central
              Nursing, 6.00%, 7/1/27, Callable
              1/1/08 @105,......................      1,325
</TABLE>
 
Continued
 
                                       37
<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Kentucky Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                MUNICIPAL BONDS, CONTINUED:
                            Kentucky, continued:
 $  240     Lexington-Fayette Urban County
              Government, Economic Development
              Revenue, 7.54%, 12/1/03...........   $    245
    300     Lexington-Fayette Urban County
              Government, Educational Facilities
              Revenue, Transylvania University,
              7.15%, 2/1/00, Callable 2/1/99 @
              102, MBIA.........................        316
    250     Lexington-Fayette Urban County
              Government, Educational Facilities
              Revenue, Transylvania University,
              7.25%, 2/1/02, Callable 2/1/99 @
              102, MBIA.........................        264
    335     Lexington-Fayette Urban County
              Government, Public Facilities
              Corp., Capital Projects Mortgage
              Revenue, 6.20%, 4/1/05,
              Prerefunded 4/1/02 @ 102..........        367
    355     Lexington-Fayette Urban County
              Government, Public Facilities
              Corp., Capital Projects Mortgage
              Revenue, 6.30%, 4/1/06,
              Prerefunded 4/1/02 @ 102..........        391
    380     Lexington-Fayette Urban County
              Government, Public Facilities
              Corp., Capital Projects Mortgage
              Revenue, 6.40%, 4/1/07,
              Prerefunded 4/1/02 @ 102..........        420
    405     Lexington-Fayette Urban County
              Government, Public Facilities
              Corp., Capital Projects Mortgage
              Revenue, 6.40%, 4/1/08,
              Prerefunded 4/1/02 @ 102..........        447
    425     Lexington-Fayette Urban County
              Government, Public Facilities
              Corp., Capital Projects Mortgage
              Revenue, 6.40%, 4/1/09,
              Prerefunded 4/1/02 @ 102..........        469
    425     Lexington-Fayette Urban County
              Government, Public Facilities
              Corp., Greenspace Project Revenue,
              6.75%, 12/1/05, Prerefunded
              12/1/00 @ 102.....................        464
    240     Lexington-Fayette Urban County
              Government, Public Facilities
              Corp., Greenspace Project Revenue,
              6.75%, 12/1/07, Prerefunded
              12/1/00 @ 102.....................        262
    350     Lexington-Fayette Urban County
              Government, Public Facilities
              Corp., Mortgage Revenue, 6.70%,
              2/1/02, Callable 2/1/00 @ 102.....        374
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                MUNICIPAL BONDS, CONTINUED:
                            Kentucky, continued:
 $  210     Lexington-Fayette Urban County
              Government, Public Facilities
              Corp., Mortgage Revenue, 6.88%,
              2/1/06, Callable 2/1/00 @ 102.....   $    225
    430     Lexington-Fayette Urban County
              Government, Public Facilities
              Corp., Mortgage Revenue, 6.75%,
              7/1/07, Prerefunded 7/1/00 @
              102...............................        466
    500     Lexington-Fayette Urban County
              Government, Public Facilities
              Corp., Sewer System Revenue,
              6.35%, 7/1/07, Callable 7/1/02 @
              102, MBIA.........................        549
    935     Lexington-Fayette Urban County
              Government, Revenue, University of
              Kentucky Alumni Assoc., Inc.,
              6.50%, 11/1/07, Callable 11/1/04 @
              102, MBIA.........................      1,065
    250     Lexington-Fayette Urban County
              Government, School Building
              Revenue, 6.85%, 6/1/01, Callable
              12/1/99 @ 103.....................        270
    625     Lexington-Fayette Urban County
              Government, School Building
              Revenue, 7.00%, 6/1/04, Callable
              12/1/99 @ 103.....................        678
  1,930     Lexington-Fayette Urban County
              Government, Sewer System Revenue,
              6.35%, 7/1/09, Callable 7/1/02 @
              102, MBIA.........................      2,120
  1,420     Louisville & Jefferson County,
              Airport Authority Revenue, AMT,
              6.00%, 7/1/10, Callable 7/1/07 @
              102, MBIA.........................      1,584
    200     Louisville & Jefferson County,
              Metropolitan Sewer District, Sewer
              Revenue, 6.25%, 6/1/99, ETM.......        207
    300     Louisville & Jefferson County,
              Metropolitan Sewer District, Sewer
              Revenue, 6.90%, 5/1/01,
              Prerefunded 5/1/99 @ 102, MBIA....        318
    825     Louisville & Jefferson County, Sewer
              & Drain System Revenue, 6.40%,
              5/15/08, Callable 11/15/04 @ 102,
              AMBAC.............................        941
</TABLE>
 
Continued
 
                                       38

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Kentucky Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                MUNICIPAL BONDS, CONTINUED:
                            Kentucky, continued:
 $  205     Louisville Parking Authority
              Revenue, 6.60%, 12/1/03, Callable
              6/1/01 @ 103......................   $    226
    300     Louisville Public Properties Corp.
              Revenue, 6.00%, 4/1/04, Callable
              4/1/99 @ 102......................        312
    300     Louisville Public Properties Corp.
              Revenue, 6.00%, 4/1/05, Callable
              4/1/99 @ 102......................        313
    295     Louisville Public Properties Corp.,
              First Mortgage Revenue, 6.15%,
              12/1/05, Callable 12/1/02 @ 102...        322
    200     Louisville Public Properties Corp.,
              First Mortgage Revenue, 6.40%,
              12/1/07, Callable 12/1/02 @ 102...        220
  1,000     Louisville Water Works Board, Water
              System Revenue, Louisville Water
              Co., 5.40%, 11/15/04, Callable
              11/15/00 @ 102....................      1,049
    500     Louisville Water Works Board, Water
              System Revenue, Louisville Water
              Co., 5.63%, 11/15/07, Callable
              11/15/00 @ 102....................        530
  1,540     Louisville Water Works Board, Water
              System Revenue, Louisville Water
              Co., 5.75%, 11/15/09, Callable
              11/15/00 @ 102....................      1,636
  1,530     Louisville Water Works Board, Water
              System Revenue, Louisville Water
              Co., 5.75%, 11/15/10, Callable
              11/15/00 @ 102....................      1,624
  2,090     McCracken County, Hospital Revenue,
              Mercy Health System, 6.40%,
              11/1/07, Callable 11/1/04 @ 102,
              MBIA..............................      2,361
  1,000     McCracken County, Hospital Revenue,
              Mercy Health System, Series A,
              6.20%, 11/1/05, Callable 11/1/04 @
              102, MBIA.........................      1,124
    505     McCreary County, School District
              Finance Corp., School Building
              Revenue, 6.60%, 10/1/08, Callable
              10/1/01 @ 103.....................        561
    215     Mercer County, School District
              Finance Corp., School Building
              Revenue, 6.38%, 12/1/07, Callable
              12/1/01 @ 103.....................        234
    300     Morehead State University, Housing &
              Dining System Revenue, 6.10%,
              11/1/05, Callable 11/1/01 @ 102,
              AMBAC.............................        324
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                MUNICIPAL BONDS, CONTINUED:
                            Kentucky, continued:
 $  200     Morehead State University, Housing &
              Dining System Revenue, Series M,
              6.30%, 11/1/08, Callable 11/1/01 @
              102, AMBAC........................   $    218
    215     Muhlenberg County, School District
              Finance Corp., School Building
              Revenue, 5.85%, 8/1/09, Callable
              8/1/02 @ 102......................        230
    750     Muhlenberg County, School District
              Finance Corp., School Building
              Revenue, 5.85%, 8/1/10, Callable
              8/1/02 @ 102......................        804
    460     Murray State University Revenues,
              Series G, Second Series, 5.60%,
              5/1/07, Callable 5/1/03 @ 102.....        491
    240     Murray State University, Educational
              Buildings Revenue, 5.60%, 5/1/06,
              Callable 5/1/03 @ 102.............        257
    530     Northern Kentucky University,
              Educational Buildings Revenue,
              6.10%, 5/1/06, Callable 5/1/02 @
              102, AMBAC........................        576
    300     Owensboro, Electric Light & Power
              Revenue, 6.75%, 1/1/03, ETM.......        320
    205     Paducah Electric Plant Board
              Revenue, 6.30%, 1/1/08, Callable
              1/1/01 @ 102, AMBAC...............        221
    300     Paducah Waterworks Revenue, 6.10%,
              7/1/00, MBIA......................        315
    300     Paducah Waterworks Revenue, 6.60%,
              7/1/05, Callable 7/1/01 @ 102,
              MBIA..............................        330
  1,085     Perry County, School District,
              Financial Corp. School Building
              Revenue, 6.25%, 7/1/09, Callable
              7/1/02 @ 102......................      1,180
    330     Scott County, School District
              Financial Corp., School Building
              Revenue, 7.10%, 12/1/02, Callable
              12/1/98 @ 103.....................        349
    545     Shelby County, School District
              Financial Corp., School Building
              Revenue, 6.10%, 9/1/02, Callable
              9/1/01 @103.......................        588
    100     Shelby County, School District
              Financial Corp., School Building
              Revenue, 6.25%, 9/1/03, Callable
              9/1/01 @ 103......................        109
</TABLE>
 
Continued
 
                                       39

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Kentucky Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                MUNICIPAL BONDS, CONTINUED:
                            Kentucky, continued:
 $  500     Shelby County, School District
              Financial Corp., School Building
              Revenue, 6.50%, 9/1/05, Callable
              9/1/01 @ 103......................   $    554
    200     Shelby County, School District
              Financial Corp., School Building
              Revenue, 6.50%, 9/1/07, Callable
              9/1/01 @ 103......................        220
  1,000     State Economic Development Finance
              Authority, Hospital Revenue,
              Appalachian Regulatory Hospital,
              5.50%, 10/1/07....................      1,029
  1,000     State Property & Buildings
              Commission Revenues, Project #26,
              7.40%, 6/1/00, Callable 12/1/98
              @102..............................      1,052
  2,300     State Property & Buildings
              Commission Revenues, Project #50,
              6.00%, 2/1/10, Prerefunded 2/1/01
              @ 100.............................      2,430
  1,475     State Property & Buildings
              Commission Revenues, Project #53,
              6.25%, 10/1/02, Callable 10/1/01
              @102..............................      1,606
  1,000     State Property & Buildings
              Commission Revenues, Project #54,
              5.90%, 9/1/07, Callable 9/1/02 @
              102...............................      1,078
  1,000     State Property & Buildings
              Commission Revenues, Project #56,
              5.70%, 9/1/06, Callable 9/1/04 @
              102...............................      1,089
  1,000     State Property & Buildings
              Commission Revenues, Project #56,
              5.80%, 9/1/07, Callable 9/1/04 @
              102...............................      1,091
  1,000     State Property & Buildings
              Commission Revenues, Project #59,
              5.30%, 5/1/07, Callable 11/1/05
              @102..............................      1,063
  1,000     State Property & Buildings
              Commission Revenues, Project #59,
              5.38%, 11/1/09, Callable 11/1/05 @
              102...............................      1,058
    275     State Property & Buildings
              Commission Revenues, Project
              Toyota Corp., 6.40%, 11/1/01......        298
    235     State Turnpike Authority, Economic
              Development, Recovery Road
              Revenue, 6.13%, 7/1/07, ETM.......        253
    500     State Turnpike Authority, Economic
              Development, Road Revenue,
              Revitalization Project, 7.13%,
              5/15/01, Prerefunded 5/15/00
              @101.5............................        542
    750     State Turnpike Authority, Economic
              Development, Road Revenue,
              Revitalization Project, 5.70%,
              1/1/03............................        799
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                MUNICIPAL BONDS, CONTINUED:
                            Kentucky, continued:
 $1,000     State Turnpike Authority, Economic
              Development, Road Revenue,
              Revitalization Project, 5.20%,
              7/1/03, AMBAC.....................   $  1,049
  1,000     State Turnpike Authority, Economic
              Development, Road Revenue,
              Revitalization Project, 5.40%,
              7/1/05, AMBAC.....................      1,071
  1,000     State Turnpike Authority, Economic
              Development, Road Revenue,
              Revitalization Project, 7.38%,
              5/15/07, Prerefunded 5/15/00 @
              101.5.............................      1,090
  1,000     State Turnpike Authority, Economic
              Development, Road Revenue,
              Revitalization Project, 6.50%,
              7/1/08, AMBAC.....................      1,174
  1,000     State Turnpike Authority, Economic
              Development, Road Revenue,
              Revitalization Project, 5.50%,
              7/1/09, AMBAC.....................      1,089
  1,000     State Turnpike Authority, Economic
              Development, Road Revenue,
              Revitalization Project, 0.00%,
              1/1/10, FGIC......................        567
  2,600     State Turnpike Authority, Economic
              Development, Road Revenue,
              Revitalization Project, 5.63%,
              7/1/10, Callable 7/1/05 @ 102,
              AMBAC.............................      2,810
    500     State Turnpike Authority, Economic
              Development, Road Revenue,
              Revitalization Project, 5.75%,
              7/1/11, Callable 7/1/05 @ 102,
              AMBAC.............................        544
  2,750     State Turnpike Authority, Economic
              Development, Road Revenue,
              Revitalization Project S, 5.50%,
              7/1/08, AMBAC.....................      2,999
    500     State Turnpike Authority, Resource
              Recovery Revenue, 6.63%, 7/1/08,
              ETM...............................        559
  1,000     State Turnpike Authority, Resource
              Recovery Revenue, 1985 Series A,
              6.00%, 7/1/09, Callable 1/24/98 @
              100...............................      1,002
    215     State Turnpike Authority, Toll Road
              Revenue, 6.13%, 7/1/08, ETM.......        232
    535     University of Kentucky Revenues,
              Community Colleges, Educational
              Buildings Revenue, 6.30%, 5/1/02,
              Callable 11/1/01 @102.............        579
</TABLE>
 
Continued
 
                                       40

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Kentucky Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                MUNICIPAL BONDS, CONTINUED:
                            Kentucky, continued:
 $1,000     University of Kentucky Revenues,
              Community Colleges, Educational
              Buildings Revenue Bonds, 6.60%,
              5/1/01............................   $  1,079
    475     University of Kentucky Revenues,
              Community Colleges, Educational
              Buildings Revenue, Southeast,
              6.30%, 5/1/05, Callable 11/1/01
              @102..............................        518
    500     University of Louisville Revenues,
              Construction of Educational
              Buildings Revenue, Series I,
              5.40%, 5/1/07, Callable 5/1/03 @
              102...............................        530
    500     University of Louisville Revenues,
              Construction of Educational
              Buildings Revenue, Series I,
              5.40%, 5/1/08, Callable 5/1/03 @
              102...............................        528
    500     University of Louisville Revenues,
              Construction of Educational
              Buildings Revenue, Series I,
              5.40%, 5/1/09, Callable 5/1/03 @
              102...............................        525
  1,000     University of Louisville,
              Educational Buildings Revenue,
              5.38%, 5/1/06, Callable 5/1/03
              @102..............................      1,063
    330     Versailles County, Water & Sewer,
              Revenue, 6.30%, 12/1/09, Callable
              12/1/01 @103......................        361
    305     Warren County, Water District
              Revenue, 7.13%, 1/1/03, Callable
              7/1/99 @ 103, MBIA................        328
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                           MARKET
 AMOUNT             SECURITY DESCRIPTION            VALUE
- ---------   ------------------------------------   --------
<C>         <S>                                    <C>
                                MUNICIPAL BONDS, CONTINUED:
                            Kentucky, continued:
 $  950     Winchester Utilities Revenue, 5.30%,
              7/1/09, Callable 7/1/03 @ 102.....   $    993
                                                   --------
                                                    121,760
                                                   --------
                               Louisiana (1.0%):
  3,000     Public Facilities Authority Revenue,
              Multi-Family, Series A, 0.00%,
              2/1/20, ETM.......................        933
  1,000     Public Facilities Authority Revenue,
              Series B, 0.00%, 12/1/19, ETM.....        313
                                                   --------
                                                      1,246
                                                   --------
                             Mississippi (0.6%):
  2,500     Home Corp., Residual Revenue, 0.00%,
              9/15/16, Callable 3/15/04 @ 41.6,
              ETM...............................        830
                                                   --------
                                   Texas (0.3%):
  1,000     Central Housing Finance Corp.,
              Single Family Mortgage Revenue,
              Series A, 0.00%, 9/1/16, ETM......        379
                                                   --------
                           Total Municipal Bonds    127,787
                                                   --------
                               INVESTMENT COMPANIES (1.5%):
  1,937     The One Group Municipal Money Market
              Fund, Fiduciary Class.............      1,937
                                                   --------
                      Total Investment Companies      1,937
                                                   --------
                       Total (Cost $121,005) (a)   $129,724
                                                   ========
</TABLE>
 
- ------------
 
Percentages indicated are based on net assets of $131,149.
(a) Represents cost for financial reporting purposes and differs from value by
    net unrealized appreciation of securities as follows (amounts in thousands):
 
<TABLE>
                   <S>                                                           <C>
                   Unrealized appreciation.....................................  $8,719
                   Unrealized depreciation.....................................      --
                                                                                 ------
                   Net unrealized appreciation.................................  $8,719
                                                                                 ======
AMBAC   Insured by AMBAC Indemnity Corp.
AMT     Alternative Minimum Tax Paper
ETM     Escrowed to Maturity
FGIC    Insured by Federal Guarantee Insurance Corp.
FHA     Insured by Federal Housing Administration
FNMA    Insured by Federal National Mortgage Association
FSA     Insured by Federal Security Assurance
GSL     Guaranteed Student Loans
MBIA    Insured by Municipal Bond Insurance Association
VA      Veterans Administration
</TABLE>
 
See notes to financial statements.
 
                                       41

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Ohio Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
MUNICIPAL BONDS (99.3%):
California (0.6%):
 $ 1,000    Escondido Multifamily Housing
              Revenue, 5.40%, 1/1/27, Callable
              7/1/05 @ 101.5, FNMA.............  $  1,052
                                                 --------
Colorado (1.2%):
   2,810    El Paso County, Single Family
              Mortgage Revenue, Series A,
              0.00%, 5/1/15, ETM...............     1,132
   2,335    Housing Finance Authority, Single
              Family Mortgage Revenue, 0.00%,
              9/1/14, ETM......................       982
                                                 --------
                                                    2,114
                                                 --------
Kansas (0.5%):
   1,000    Kansas City, Single Family Mortgage
              Revenue, Series 1983 A, 0.00%,
              12/1/14, ETM.....................       422
   1,390    Saline County, Single Family
              Mortgage Revenue, Series 1983 A,
              0.00%, 12/1/15, ETM..............       553
                                                 --------
                                                      975
                                                 --------
Massachusetts (0.6%):
   1,000    State GO, 6.75, 8/1/09, Callable
              8/1/01@ 102, AMBAC...............     1,098
                                                 --------
Mississippi (0.6%):
   3,000    Home Corp., Residual Revenue,
              0.00%, 9/15/16, Callable 3/15/04
              @ 41.6, ETM......................       996
                                                 --------
Missouri (0.7%):
   1,000    State Health, Revenue, 6.40%,
              6/1/10, MBIA.....................     1,169
                                                 --------
Ohio (94.0%):
   1,000    Adams County, GO, School District,
              5.45%, 12/1/08, Callable 12/1/05
              @ 102, MBIA......................     1,079
   1,000    Air Quality Development Authority,
              Pollution Control Revenue, Ohio
              Edison, 7.45%, 3/1/16, Callable
              3/1/00 @ 102, FGIC...............     1,081
   1,045    Akron Sewer Systems, Revenue,
              5.30%, 12/1/05, MBIA.............     1,117
   1,000    Akron Sewer Systems, Revenue,
              5.65%, 12/1/08, Callable 12/1/06
              @ 102, MBIA......................     1,094
   1,000    Akron, Bath, Copley Ohio Hospital
              Revenue, 7.45%, 11/15/20,
              Prerefunded 11/15/00 @ 102,
              AMBAC............................     1,109
   1,000    Allen County, Justice Center, GO,
              7.00%, 12/1/15, Prerefunded
              12/1/01 @ 101, AMBAC.............     1,113
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
MUNICIPAL BONDS, CONTINUED:
Ohio, continued:
 $ 3,000    Bexley School District, GO, 6.50%,
              12/1/16, Prerefunded 12/1/01
              @102.............................  $  3,307
   1,000    Big Walnut Ohio School District,
              GO, 7.30%, 6/1/15, Prerefunded
              6/1/01 @ 102, AMBAC..............     1,120
     250    Big Walnut Ohio School District,
              GO, 5.10%, 12/1/15, Callable
              12/01/07 @ 101, AMBAC............       251
     725    Bowling Green State University,
              Revenue, 5.65%, 6/1/11, Callable
              6/1/06 @ 101, AMBAC..............       782
   1,000    Butler County, Hospital Facilities,
              6.75%, 11/15/10, Callable
              11/15/01 @ 102, FGIC.............     1,100
     750    Cincinnati, GO, 6.75%, 12/1/00.....       808
   2,775    Clermont County, Waterworks,
              Revenue, 6.63%, 12/1/15,
              Prerefunded 12/1/01 @102, AMBAC..     3,076
   1,000    Cleveland Airport Systems Revenue,
              Series A, AMT, 5.13%, 1/1/13,
              Callable 1/1/08 @ 101............       999
   4,500    Cleveland Public Power System,
              Revenue, 6.40%, 11/15/06,
              Callable 11/15/04 @ 102, MBIA....     5,075
   3,000    Cleveland Public Power System,
              Revenue, 0.00%, 11/15/11, MBIA...     1,535
   1,000    Cleveland Stadium Project, 5.25%,
              11/15/12, Callable 11/15/07 @
              102, AMBAC.......................     1,030
   2,000    Cleveland Waterworks, Revenue,
              5.50%, 1/1/13, MBIA..............     2,144
   1,850    Cleveland Waterworks, Revenue,
              Series F-92B, 6.25%, 1/1/06,
              Callable 1/1/02 @ 102, AMBAC.....     2,015
   3,750    Cleveland Waterworks, Revenue,
              Series F-92B, 6.50%, 1/1/11,
              Callable 1/1/02 @ 102, AMBAC.....     4,095
      50    Cleveland Waterworks, Revenue,
              Series F-92B, 6.50%, 1/1/11,
              Prerefunded 1/1/02 @102, AMBAC...        55
     500    Cleveland, GO, 7.50%, 8/1/07,
              Prerefunded 2/1/03 @ 100, AMBAC..       575
   1,000    Cleveland, GO, 6.88%, 7/1/09,
              Prerefunded 7/1/99 @102, MBIA....     1,062
   1,000    Cleveland, GO, 6.38%, 7/1/12,
              Callable 7/1/02 @ 102, MBIA......     1,106
</TABLE>
 
Continued
 
                                       42

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Ohio Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
MUNICIPAL BONDS, CONTINUED:
Ohio, continued:
 $ 1,225    Columbus Municipal Airport No.
              30-E-U, GO, 6.20%, 4/15/04,
              Callable 4/15/01 @ 100...........  $  1,305
   1,000    Columbus Sewer Improvements, GO,
              6.75%, 9/15/06, Callable 9/15/01
              @ 100............................     1,094
   2,285    Columbus Waterworks Enlargement No.
              44, GO, 6.00%, 5/1/11, Callable
              5/1/03 @ 102.....................     2,501
   1,000    Columbus Waterworks Enlargement No.
              44, GO, 6.00%, 5/1/12, Callable
              5/1/03 @ 102.....................     1,094
   1,000    Columbus, GO, 6.40%, 1/1/07,
              Callable 1/1/02 @ 102............     1,096
   1,000    Columbus, GO, 5.00%, 06/15/12,
              Callable 6/15/08 @ 101...........     1,021
   1,000    Cuyahoga County, Hospital Revenues,
              5.13%, 2/15/13, Callable 2/15/07
              @ 102, MBIA......................     1,008
   1,000    Cuyahoga County, Hospital Revenues,
              Series A, 5.50%, 1/15/10,
              Callable 1/15/06 @ 102, MBIA.....     1,063
   1,000    Cuyahoga County, Jail Facilities,
              GO, 7.00%, 10/1/13, Prerefunded
              10/1/01 @ 102....................     1,114
   1,500    Cuyahoga County, Public
              Improvements, GO, 6.70%, 10/1/10,
              Prerefunded 10/1/99 @102.........     1,597
   1,000    Delaware County, Library District,
              GO, 7.25%, 11/1/10, Prerefunded
              11/1/00 @102.....................     1,106
   1,000    Delaware County, Sewer, GO, 5.60%,
              12/1/10, Callable 12/1/05 @
              101..............................     1,068
   2,165    Dublin City School District, GO,
              0.00%, 12/1/09, MBIA.............     1,253
   2,150    Dublin City School District, GO,
              0.00%, 12/1/10, MBIA.............     1,174
   1,650    Dublin City School District, GO,
              0.00%, 12/1/11, MBIA.............       848
   1,185    Dublin City School District, GO,
              5.00%, 12/1/12, Callable 12/1/07
              @ 101, MBIA......................     1,197
   1,000    Fairfield County, Hospital
              Improvement Revenue,
              Lancaster-Fairfield Community
              Hospital, 7.10%, 6/15/21,
              Prerefunded 6/15/01 @102, MBIA...     1,113
     500    Fairfield County, School District,
              GO, 7.75%, 12/1/09, Callable
              12/1/98 @ 102, AMBAC.............       528
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
MUNICIPAL BONDS, CONTINUED:
Ohio, continued:
 $ 1,500    Franklin County, Health Care
              Facilities Revenue, 5.50%,
              11/1/16, Callable 11/1/02 @
              102..............................  $  1,510
   1,000    Franklin County, Health Care
              Facilities Revenue, 5.50%,
              7/1/17, Callable 07/01/08 @
              101..............................       989
   1,290    Franklin County, Hospital Revenue,
              Children's Hospital, 5.65%,
              11/1/08, Callable 11/1/06 @
              101..............................     1,401
   1,065    Franklin County, Hospital Revenue,
              Children's Hospital, 5.75%,
              11/1/09, Callable 11/1/06 @
              101..............................     1,157
     800    Franklin County, Hospital Revenue,
              Children's Hospital, 5.80%,
              11/1/10, Callable 11/1/06 @
              101..............................       869
   2,000    Franklin County, Hospital Revenue,
              Children's Hospital Project,
              Series A, 6.50%, 5/1/07, Callable
              11/1/02 @ 102....................     2,215
   1,000    Franklin County, Hospital Revenue,
              Children's Hospital Project,
              Series A, 6.60%, 11/1/11,
              Callable 11/1/01 @ 102...........     1,103
   1,000    Franklin County, Hospital Revenue,
              Holy Cross Health, 7.65%, 6/1/10,
              Prerefunded 6/1/00 @ 102, AMBAC..     1,101
   1,000    Franklin County, Hospital Revenue,
              Riverside United, Series B,
              7.60%, 5/15/20, Prerefunded
              5/15/00 @ 102....................     1,098
   1,000    Greater Cleveland Regional
              Transportation Authority, GO,
              5.60%, 12/1/11, Callable 12/1/06
              @ 101, FGIC......................     1,073
   1,600    Greene County, GO, 6.25%, 12/1/09,
              Callable 12/1/02 @ 102, AMBAC....     1,761
   1,000    Greene County, Water System,
              Revenue, 6.85%, 12/1/11, Callable
              12/1/01 @ 102, AMBAC.............     1,107
   1,500    Hamilton County, Building
              Improvement, Museum Center, GO,
              6.50%, 12/1/09, Callable 12/1/01
              @ 102............................     1,649
   1,500    Hamilton County, Economic
              Development, Housing Revenue,
              AMT, 5.50%, 1/1/12, Callable
              1/1/07 @ 102, FNMA...............     1,544
   1,500    Hamilton County, Electric Systems,
              Revenue, 6.13%, 10/15/08,
              Callable 10/15/02 @ 102, FGIC....     1,637
</TABLE>
 
Continued
 
                                       43

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Ohio Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
MUNICIPAL BONDS, CONTINUED:
Ohio, continued:
 $ 1,500    Hamilton County, Hospital
              Facilities, Bethesda Hospital,
              Series A, 6.25%, 1/1/12, Callable
              1/1/03 @ 102.....................  $  1,618
   1,265    Hamilton County, Hospital
              Facilities, Christ Hospital,
              Series B, 6.63%, 1/1/06, Callable
              1/1/01 @ 100, FGIC...............     1,355
     380    Hamilton County, Sewer System,
              Revenue, 6.30%, 12/1/01,
              Prerefunded 6/1/01 @102..........       413
   1,000    Hamilton Waterworks, Revenue, Water
              Utility Improvement, 6.40%,
              10/15/07, Callable 10/15/01 @
              102, MBIA........................     1,094
   1,250    Housing Finance Agency, Revenue,
              Mortgage, Series A-1, 6.20%,
              9/1/14, Callable 3/1/05 @ 102,
              GNMA.............................     1,338
   1,000    Huron County, Correctional
              Facility, Issue I, GO, 5.70%,
              12/1/11, Callable 12/1/07 @ 102,
              MBIA.............................     1,100
   1,000    Kent State University, General
              Receipts Revenue, 6.45%, 5/1/12,
              Callable 5/1/02 @ 102, AMBAC.....     1,095
   3,000    Lakewood Sanitation Sewer System,
              Revenue, Special Obligation,
              6.40%, 12/1/11, Callable 12/1/01
              @ 102............................     3,263
   1,000    Logan County School District, GO,
              7.10%, 12/1/12, Prerefunded
              12/1/01 @ 101, AMBAC.............     1,117
   1,000    Lorain County, Hospital Revenue,
              6.00%, 9/1/05, MBIA..............     1,108
   1,000    Lorain County, Hospital Revenue,
              5.63%, 9/1/12, Callable 9/1/07 @
              102, MBIA........................     1,078
   1,000    Marysville School District, GO,
              7.20%, 12/1/10, Prerefunded
              12/1/00 @ 102, AMBAC.............     1,104
   1,000    Miami County, GO, 5.25%, 12/1/17,
              Callable 12/1/7 @ 102............     1,006
   2,500    Middleburg Heights Hospital, 5.70%,
              8/15/10, Callable 8/15/08 @ 102,
              FSA..............................     2,756
   1,000    Montgomery County Hospital, 5.35%,
              12/1/08, Callable 12/1/07 @
              101..............................     1,025
     325    Montgomery County Hospital, 5.65%,
              12/1/12, Callable 12/1/07 @
              101..............................       335
   2,000    Montgomery County, Sisters of
              Charity, Series A, 6.50%,
              5/15/08, Callable 5/15/01 @ 102,
              MBIA.............................     2,180
   1,000    North Royalton, GO, 7.50%, 12/1/11,
              Callable 12/1/00 @ 102...........     1,110
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
MUNICIPAL BONDS, CONTINUED:
Ohio, continued:
 $ 1,000    Northeast Ohio Regional Sewer
              District Wastewater, Revenue,
              6.50%, 11/15/08, Prerefunded
              11/15/01 @101, AMBAC.............  $  1,095
     940    Ohio Capital Corp. for Housing,
              5.60%, 1/1/07, Callable 7/1/03 @
              102, MBIA........................       980
     665    Ohio Housing Finance, Revenue,
              7.50%, 9/1/10, Callable 9/1/00 @
              102, GNMA........................       708
   1,000    Ohio State University, University &
              College Improvements, Revenue,
              5.50%, 12/1/03, Callable 12/1/02
              @ 102............................     1,067
     500    Olentangy Local School District,
              GO, 7.75%, 12/1/11, BIG..........       655
     565    Olmstead Falls Ohio School
              District, GO, 6.85%, 12/15/11,
              Prerefunded 12/15/04 @ 102,
              FGIC.............................       660
   1,250    Olmstead Falls, Local School
              District, Revenue, 0.00%,
              12/15/10, AMBAC..................       677
     500    Orrville Electric Revenue, 7.50%,
              12/1/10, Callable 12/1/98 @ 102,
              AMBAC............................       527
   1,000    Ottawa County, GO, 7.00%, 9/1/11,
              Callable 9/1/01 @ 102, AMBAC.....     1,107
   1,000    Pickerington Local School District,
              GO, 7.00%, 12/1/13, Prerefunded
              12/1/00 @102, AMBAC..............     1,099
   1,000    Piqua City School District, GO,
              5.20%, 12/01/15, Callable 12/1/7
              @ 102, FGIC......................     1,014
   2,600    Portage County, Robinson Memorial
              Hospital Project, 5.63%,
              11/15/07, Callable 11/15/04 @102,
              MBIA.............................     2,816
   2,220    Rocky River City School District,
              School Improvements, GO, 6.90%,
              12/1/11, Callable 2/1/00 @ 102...     2,431
   1,000    Saint Mary's Electric Systems
              Mortgage, Revenue, 7.15%,
              12/1/10, Callable 2/1/00 @ 102,
              AMBAC............................     1,103
   1,000    Sandusky City School District, GO,
              7.30%, 12/1/10, Callable 12/1/00
              @ 102............................     1,106
   1,000    Shaker Heights City Schools, GO,
              7.10%, 12/15/10..................     1,218
   1,710    Springfield County, School
              District, GO, 0.00%, 12/1/12,
              AMBAC............................       826
</TABLE>
 
Continued
 
                                       44

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Ohio Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
MUNICIPAL BONDS, CONTINUED:
Ohio, continued:
 $ 1,000    Springfield, GO, 6.88%, 9/1/06,
              Callable 9/1/01 @ 102, AMBAC.....  $  1,110
   1,000    State Building Authority, 7.35%,
              4/1/09, Prerefunded 4/1/00 @ 102,
              MBIA.............................     1,090
   2,000    State Building Authority, Adult
              Correctional Building, Series A,
              6.13%, 10/1/09, Callable 10/1/03
              @ 102............................     2,206
   1,000    State Building Authority, Adult
              Correctional Building, Series A,
              5.50%, 4/1/13, Callable 4/1/07 @
              101, AMBAC.......................     1,056
   1,000    State Building Authority, Highway
              Safety Building, 5.38%, 10/1/09,
              AMBAC............................     1,065
   1,000    State Building Authority, State
              Correctional Facilities, Series
              A, 6.50%, 10/1/01................     1,085
   1,165    State Building Authority, State
              Facilities Transportation
              Building Fund, Series A, 6.50%,
              9/1/09, Callable 9/1/04 @ 102,
              AMBAC............................     1,317
   1,000    State Building Authority, State
              Facilities, Administration
              Building Funds, Series A, 5.75%,
              10/1/06, Callable 10/1/04 @ 102,
              MBIA.............................     1,097
   2,000    State Building Authority, State
              Facilities, J. Rhodes, Series A,
              6.38%, 6/1/07, Callable 6/1/01 @
              102..............................     2,174
   1,000    State Educational Loan Revenue,
              Series A-1, AMT, 5.40%, 12/1/09,
              Callable 6/1/07 @ 102, AMBAC.....     1,053
   1,750    State Elementary & Secondary
              Education, Revenue, 5.63%,
              12/1/06..........................     1,911
   2,510    State Fresh Water Development, GO,
              5.80%, 6/1/11, Callable 6/1/05 @
              102, AMBAC.......................     2,734
   1,150    State Higher Educational Facilities
              Revenue, 0.00%, 7/1/10...........     1,124
   1,200    State Higher Educational Facilities
              Revenue, 5.25%, 10/1/12, Callable
              10/1/07 @ 101....................     1,231
     200    State Higher Educational Facilities
              Revenue, 7.25%, 12/1/12, Callable
              12/1/00 @ 102, FGIC..............       220
     800    State Higher Educational Facilities
              Revenue, 7.25%, 12/1/12, Callable
              12/01/00 @ 102, FGIC.............       885
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
MUNICIPAL BONDS, CONTINUED:
Ohio, continued:
 $ 1,000    State Higher Educational
              Facilities, Revenue, Case
              Western, 7.13%, 10/1/14, Callable
              10/1/00 @ 102....................  $  1,098
   1,545    State Housing Finance, Mortgage
              Revenue, Series B-3, AMT, 5.25%,
              9/1/10, Callable 9/1/07 @ 102,
              GNMA.............................     1,579
   1,000    State Liquor Profits Revenue,
              6.85%, 9/1/00....................     1,072
   1,000    Strongsville, GO, 6.70%, 12/1/11,
              Callable 12/1/06 @ 102...........     1,159
   1,335    Strongsville, GO, 5.05%, 12/01/14,
              Callable 12/01/07 @ 101..........     1,349
     800    Toledo Sewer Revenue, 6.20%,
              11/15/02, AMBAC..................       874
   1,000    Toledo Sewer System Revenue, 7.38%,
              11/15/10, Callable 11/15/98 @
              102, MBIA........................     1,050
   1,000    Toledo, GO, 5.63%, 12/1/11,
              Callable 12/1/06 @ 102, AMBAC....     1,085
   1,000    Toledo, GO, Series B, 0.00%,
              12/1/11, FGIC....................       507
   1,000    University of Cincinnati, Revenue,
              7.30%, 6/1/09, Prerefunded 6/1/99
              @ 100............................     1,047
   1,000    University of Cincinnati, Revenue,
              General Receipts, University &
              College Improvements, 7.00%,
              6/1/11, Prerefunded 6/1/01 @
              102..............................     1,106
   1,000    University of Cincinnati, Revenue,
              Certificates of Participation,
              University & College
              Improvements, 6.75%, 12/1/09,
              Callable 12/1/01 @ 102, MBIA.....     1,101
   1,000    University of Cincinnati, Revenue,
              General Receipts, 5.75%, 6/1/13,
              Callable 6/1/06 @ 101............     1,070
   1,000    University of Cincinnati, Revenue,
              General Receipts, Health &
              Hospital Improvements, 7.10%,
              6/1/10, Callable 6/1/99 @ 102....     1,063
   1,000    University of Cincinnati, Revenue,
              Series R2, 6.25%, 6/1/09,
              Callable 12/1/02 @ 102...........     1,106
   1,000    Water Development Authority,
              Pollution Control Facilities,
              5.50%, 12/1/09, Callable 6/1/05 @
              101, MBIA........................     1,065
</TABLE>
 
Continued
 
                                       45

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Ohio Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
MUNICIPAL BONDS, CONTINUED:
Ohio, continued:
 $ 1,500    Water Development Authority, Water
              Development Revenue, 7.00%,
              12/1/09, Callable 6/1/00 @ 102,
              ETM, AMBAC.......................  $  1,771
   1,000    Westerville, Minerva Park & Blendon
              Joint Township, Saint Ann's
              Hospital, Series B, 6.80%,
              9/15/06, Callable 9/15/01 @ 102,
              AMBAC............................     1,140
   2,750    Westerville, Minerva Park & Blendon
              Joint Township, Saint Ann's
              Hospital, Series B, 7.00%,
              9/15/12, Callable 9/15/01 @ 102,
              AMBAC............................     3,230
     500    Westlake Ohio Safety, GO, 7.65%,
              12/1/08, Callable 12/1/98 @
              102..............................       528
   1,000    Worthington City School District,
              GO, 7.45%, 12/1/12, Prerefunded
              12/1/99 @102, MBIA...............     1,083
                                                 --------
                                                  167,747
                                                 --------
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
MUNICIPAL BONDS, CONTINUED:
Texas (0.5%):
 $ 2,500    Southeast Texas Housing Financial
              Corp., Revenue, 0.00%, 9/1/17,
              ETM, MBIA........................  $    900
                                                 --------
Washington (0.6%):
   1,000    State, Series A & AT-6, GO, 6.25%,
              2/1/11...........................     1,151
                                                 --------
  Total Municipal Bonds........................   177,202
                                                 --------
INVESTMENT COMPANIES (0.2%):
     273    Fidelity Ohio Tax Free Money Market
              Fund.............................       273
       0    The One Group Ohio Municipal Money
              Market Fiduciary Class (b).......         0
                                                 --------
  Total Investment Companies                          273
                                                 --------
Total (Cost $164,591) (a)                        $177,475
                                                 ========
</TABLE>
 
- ------------
 
Percentages indicated are based on net assets of $178,334.
 
(a) Represents cost for federal income tax purposes and differs from value by
    net unrealized appreciation of securities as follows
    (amounts in thousands):
 
<TABLE>
                   <S>                                                           <C>
                   Unrealized appreciation.....................................  $12,884
                   Unrealized depreciation.....................................       --
                                                                                 -------
                   Net unrealized appreciation.................................  $12,884
                                                                                 =======
</TABLE>
 
(b) Rounds to less than 1,000.
 
 * Variable rate securities having liquidity sources through bank letters of
   credit or other cards and/or liquidity agreements. The interest rate, which
   will change periodically, is based upon bank prime rates or an index of
   market rates. The rate reflected on the Schedule of Portfolio Investments is
   the rate in effect at December 31, 1997.
 
<TABLE>
<S>    <C>
AMBAC  Insured by AMBAC Indemnity Corp.
AMT    Alternative Minimum Tax Paper
BIG    Insured by Bond Insurance Guarantee
ETM    Escrowed to Maturity
FGIC   Insured by Federal Guarantee Insurance Corp.
FNMA   Insured by Federal National Mortgage Association
FSA    Insured by Federal Security Assurance
GNMA   Insured by Government National Mortgage Association
GO     General Obligation
MBIA   Insured by Municipal Bond Insurance Association
</TABLE>
 
See notes to financial statements.
 
                                       46

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Louisiana Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                   MUNICIPAL BONDS (100.4%):
                              Louisiana (100.4%):
 $ 1,165    Ascension Parish, Gravity Drain,
              Sales & Use Tax, 5.40%, 12/1/07,
              Callable 12/1/06 @ 100, FGIC.......   $  1,248
   1,230    Ascension Parish, Gravity Drain,
              Sales & Use Tax, 5.50%, 12/1/08,
              Callable 12/1/06 @ 100, FGIC.......      1,320
   2,500    Bastrop, Industrial Development
              Board, Pollution Control Revenue,
              International Paper Co. Project,
              6.90%, 3/1/07, Callable 3/1/02 @
              102................................      2,764
     700    Baton Rouge, Public Improvements
              Sales & Use Tax, 6.85%, 8/1/00,
              Callable 8/1/99 @ 102, AMBAC.......        743
     800    Baton Rouge, Public Improvements
              Sales & Use Tax, 6.90%, 8/1/01,
              Callable 8/1/99 @ 102, AMBAC.......        851
     765    Baton Rouge, Public Improvements
              Sales & Use Tax, 6.38%, 8/1/09,
              Callable 8/1/01 @ 101.5, FSA.......        830
   2,000    Baton Rouge, Public Improvements
              Sales & Use Tax, Series A, 6.00%,
              8/1/04, Callable 8/1/01 @ 101.5,
              FSA................................      2,146
     700    Bossier City, Public Improvements
              Sales & Use Tax Revenue, 5.05%,
              11/1/11, Callable 11/1/07 @ 100,
              FGIC...............................        715
     805    Bossier City, Public Improvements
              Sales & Use Tax Revenue, Series ST,
              6.20%, 11/1/07, Callable 11/1/01 @
              102, AMBAC.........................        876
     400    Bossier City, Public Improvements
              Sales & Use Tax, Series ST-1989,
              6.88%, 11/1/06, Callable 11/1/99 @
              101.5, FGIC........................        427
     400    Bossier City, Public Improvements
              Sales & Use Tax, Series ST-1989,
              6.88%, 11/1/07, Callable 11/1/99 @
              101.5, FGIC........................        427
     550    Bossier City, Public Improvements
              Sales & Use Tax, Series ST-1989,
              6.88%, 11/1/08, Callable 11/1/99 @
              101.5, FGIC........................        586
   1,415    Caddo Parish, GO, 5.25%, 2/1/06,
              Callable 2/1/05 @ 100, MBIA........      1,492
     750    Caddo Parish, GO, 5.25%, 2/1/08,
              Callable 2/1/05 @ 100, MBIA........        783
     470    Caddo Parish, Industrial Development
              Board, Wal-Mart Stores, Inc.
              Project, 5.95%, 11/1/07, Callable
              5/1/98 @ 101.5.....................        479
     500    Calcasieu Parish, School District
              #22, Ward 3, Series A, GO, 7.10%,
              2/1/01, Callable 2/1/99 @ 100,
              BIG................................        517
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                            Louisiana, continued:
 $ 1,500    De Soto Parish, Pollution Control
              Revenue, International Paper Co.
              Project--Series A, 5.05%,
              12/1/02............................   $  1,570
     910    East Baton Rouge Parish, Sales & Use
              Tax, 5.80%, 2/1/09, Callable 2/1/05
              @ 101.5, FGIC......................        990
   2,280    East Baton Rouge Parish, Sales & Use
              Tax, Series A, 8.00%, 2/1/02,
              FGIC...............................      2,608
   1,085    East Baton Rouge Parish, Sales & Use
              Tax, Series ST, 5.15%, 2/1/05,
              Callable 2/1/03 @ 101.5............      1,133
     500    East Baton Rouge Parish, Sales & Use
              Tax, Series ST, 5.80%, 2/1/07,
              Callable 2/1/05 @ 101.5, FGIC......        547
   1,000    East Baton Rouge Parish, Sales & Use
              Tax, Series ST, 5.10%, 2/1/07,
              Callable 2/1/06 @ 101.5, FGIC......      1,050
     845    East Baton Rouge Parish, Sales & Use
              Tax, Series ST, 5.80%, 2/1/08,
              Callable 2/1/05 @ 101.5, FGIC......        921
   1,280    East Baton Rouge, Mortgage Finance
              Authority, Single Family Mortgage,
              Series B, 5.45%, 10/1/03, GNMA.....      1,323
     500    East Baton Rouge, Parish Sales & Use
              Tax, 7.10%, 2/1/00, Callable 2/1/99
              @ 101.5, MBIA......................        525
   1,560    Houma Utilities Revenue, 6.13%,
              1/1/07, Callable 1/1/02 @ 102,
              FGIC...............................      1,692
     490    Housing Finance Agency, Mortgage
              Revenue, Series D-2, AMT, 6.10%,
              12/1/11, Callable 12/1/06 @ 102....        524
     575    Housing Finance Agency, Mortgage
              Revenue, Single Family A-1, 5.70%,
              6/1/15, Callable 6/1/05 @ 102......        595
   1,185    Iberia Home Mortgage Authority,
              Single Family Mortgage Revenue,
              7.38%, 1/1/11, Callable 7/1/03 @
              103................................      1,288
     400    Jefferson Parish, Construction
              Waterworks, Revenue, District #2,
              7.25%, 1/15/00, Callable 1/15/98
              @ 100..............................        407
   1,680    Jefferson Parish, Drain Sales Tax
              Revenue, 6.50%, 11/1/06, Callable
              11/1/01 @ 100, AMBAC...............      1,822
     290    Jefferson Parish, Home Mortgage
              Authority, Single Family Mortgage
              Revenue, Sub-Series B, 4.50%,
              6/1/13, Callable 12/1/03 @ 102.....        293
     500    Jefferson Parish, School Board Sales
              & Use Tax Revenue, 6.05%, 2/1/02,
              MBIA...............................        537
</TABLE>
 
Continued
 
                                       47

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Louisiana Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                            Louisiana, continued:
 $ 1,100    Jefferson Parish, School Board Sales
              & Use Tax Revenue, 6.15%, 2/1/03,
              Callable 2/1/02 @ 102, MBIA........   $  1,200
   5,760    Jefferson Parish, School Board Sales
              & Use Tax Revenue, 6.25%, 2/1/08,
              Callable 2/1/02 @ 102, MBIA........      6,277
   4,670    Jefferson, Sales Tax District
              Special, Tax Revenue, Series A,
              6.75%, 12/1/06, Callable 12/1/02 @
              100, FGIC..........................      5,176
     755    Kenner, Sales & Use Tax Revenue,
              5.75%, 6/1/06, Callable 6/1/02 @
              103, FGIC..........................        813
   1,525    La Foursche Parish Louisiana School
              District #1 Parish Wide, GO, 5.00%,
              2/1/13, Callable 2/1/08 @ 100,
              FSA................................      1,536
   1,000    Lafayette Parish, GO, 7.80%, 3/1/01,
              Callable 3/1/98 @ 102, FGIC........      1,026
     750    Lafourche Parish, Hospital Service,
              District #3, Hospital Revenue,
              5.50%, 10/1/04, Callable 10/1/03 @
              102................................        784
     650    Lafourche Parish, Water District #1,
              Water Revenue, 5.63%, 1/1/01.......        676
     500    Lincoln Parish, School District #1,
              GO, Ruston, 6.20%, 3/1/03, Callable
              3/1/01 @ 100, MBIA.................        530
   1,465    Lincoln Parish, School District #1,
              GO, Ruston, 6.40%, 3/1/05, Callable
              3/1/01 @ 100, MBIA.................      1,562
   1,000    Louisiana State University &
              Agriculture & Mechanical College,
              University Revenues, 6.00%, 7/1/07,
              Callable 7/1/06 @ 102, MBIA........      1,121
   1,120    Louisiana State University &
              Agriculture & Mechanical College,
              University Revenues, 5.50%, 7/1/13,
              Callable 7/1/06 @ 102, MBIA........      1,182
   1,220    Monroe Parish, Special School
              District, GO, 8.00%, 3/1/01,
              MBIA...............................      1,363
   1,300    Monroe Parish, Special School
              District, GO, 7.00%, 3/1/02,
              MBIA...............................      1,442
   1,390    Monroe Parish, Special School
              District, GO, 7.00%, 3/1/03,
              MBIA...............................      1,570
   1,230    Monroe Parish, Special School
              District, GO, 5.35%, 3/1/05,
              FGIC...............................      1,309
   1,320    Monroe Parish, Special School
              District, GO, 5.35%, 3/1/06,
              Callable 3/1/05 @ 100, FGIC........      1,400
   1,000    New Orleans Audubon Park, Revenue,
              5.00%, 4/1/12, Callable 4/1/07 @
              101, MBIA..........................      1,004
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                            Louisiana, continued:
 $ 1,000    New Orleans, GO, 5.88%, 10/1/11,
              Callable 10/1/05 @ 101, AMBAC......   $  1,090
   3,250    New Orleans, GO, 0.00%, 9/1/17,
              AMBAC..............................      1,200
     550    New Orleans, GO, Public Improvement,
              Revenue, 5.85%, 11/1/07, Callable
              11/1/05 @ 100, FGIC................        599
   1,235    New Orleans, GO, Public Improvement,
              Series A, 5.00%, 12/1/13, Callable
              12/1/07 @ 100, AMBAC...............      1,238
   1,000    Orleans Parish School District, GO,
              5.13%, 9/1/13, Callable 3/1/08 @
              100, MBIA..........................      1,016
   1,000    Ouachita Parish, Hospital Service
              District #1, Glenwood Regional
              Medical Center, 5.70%, 5/15/16,
              Callable 5/15/10 @ 100, FSA........      1,066
   2,525    Ouachita Parish, Hospital Service
              District #1, Glenwood Regional
              Medical Center, Health Care
              Revenue, 7.50%, 7/1/06, Callable
              7/1/01 @ 102.......................      2,839
   1,655    Ouachita Parish, West School
              District, Series A, GO, 6.70%,
              3/1/06, Callable 3/1/01 @ 102,
              FSA................................      1,811
   2,000    Ouachita Parish, West School
              District, Series A, Revenue, 6.50%,
              3/1/03, Callable 3/1/01 @ 102,
              FSA................................      2,177
   1,440    Plaquemines Parish, GO, 6.40%,
              8/1/04, Callable 8/1/01 @ 102,
              AMBAC..............................      1,570
     420    Plaquemines Parish, Sales & Use Tax,
              6.70%, 12/1/08, Callable 12/1/01 @
              102................................        457
     410    Plaquemines Parish, Sales & Use Tax,
              6.70%, 12/1/09, Callable 12/1/01 @
              102................................        446
     605    Plaquemines Parish, School Board,
              Sales & Use Tax, 6.65%, 3/1/05,
              Callable 3/1/02 @ 102..............        667
   2,180    Public Facilities Authority Revenue,
              Alton Ochsner Medical Foundation,
              Series A, 6.30%, 5/15/04, Callable
              5/15/02 @102, MBIA.................      2,388
   1,000    Public Facilities Authority Revenue,
              Alton Ochsner Medical Project,
              Series B, 5.75%, 5/15/11, Callable:
              5/15/02 @ 100, MBIA................      1,048
   1,000    Public Facilities Authority Revenue,
              Indexed Caps, 5.88%, 2/15/11,
              Callable 2/15/03 @ 102, FGIC.......      1,071
   1,000    Public Facilities Authority Revenue,
              Lafayette General Medical Center
              Project, Hospital Revenue, 6.05%,
              10/1/04, Callable 10/1/02 @ 102,
              FSA................................      1,089
</TABLE>
 
Continued
 
                                       48

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Louisiana Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                            Louisiana, continued:
 $ 1,960    Public Facilities Authority Revenue,
              Loyola University, 6.60%, 4/1/05,
              Callable 4/1/02 @ 102..............   $  2,164
   2,525    Public Facilities Authority Revenue,
              Loyola University Project, 5.63%,
              10/1/10, Callable 10/1/07 @ 102,
              MBIA...............................      2,749
     500    Public Facilities Authority Revenue,
              Loyola University Project, Series
              A, 7.20%, 10/1/00, Callable 10/1/99
              @ 102..............................        537
   1,135    Public Facilities Authority Revenue,
              Mary Bird Perkins Cancer Center,
              5.50%, 1/1/04, FSA.................      1,206
   5,000    Public Facilities Authority Revenue,
              Multi-Family, Series A, 0.00%,
              2/1/20, ETM........................      1,553
     500    Public Facilities Authority Revenue,
              Our Lady of Lake Regional, Series
              C, Healthcare Revenue, 5.70%,
              12/1/04, Callable 12/1/01 @ 102,
              MBIA...............................        532
   7,500    Public Facilities Authority Revenue,
              Series B, 0.00%, 12/1/19, ETM......      2,350
     110    Public Facilities Authority Revenue,
              Sisters of Mercy, 7.38%, 6/1/09,
              Callable 6/1/99 @ 102..............        117
   2,145    Public Facilities Authority Revenue,
              Tulane University, 6.25%, 7/15/06,
              Callable 7/15/01 @ 102.............      2,316
     735    Public Facilities Authority Revenue,
              Tulane University, 5.55%, 10/1/07,
              Callable 10/1/06 @ 102, AMBAC......        800
   1,605    Public Facilities Authority Revenue,
              Tulane University, 5.75%, 10/1/09,
              Callable 10/1/06 @ 102, AMBAC......      1,767
     300    Public Facilities Authority Revenue,
              Tulane University, Series A, 7.50%,
              5/15/00, Callable 5/15/98 @ 102....        310
     225    Public Facilities Authority Revenue,
              Tulane University, Series A1,
              5.80%, 2/15/04, Callable 2/15/03 @
              102, FGIC..........................        243
   1,235    Public Facilities Authority Revenue,
              Womens Hospital Foundation,
              Healthcare Revenue, 6.85%, 10/1/05,
              Callable 10/1/02 @ 102.............      1,390
     730    Public Facilities Authority Revenue,
              Womens Hospital Foundation,
              Healthcare Revenue, 5.40%, 10/1/05,
              Callable 10/1/04 @ 102, FGIC.......        776
   1,715    Public Facilities Authority Revenue,
              Womens Hospital Foundation,
              Healthcare Revenue, 5.50%, 10/1/06,
              Callable 10/1/04 @ 102, FGIC.......      1,840
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                            Louisiana, continued:
 $   500    Public Facilities Authority Revenue,
              Womens Hospital Foundation,
              Healthcare Revenue, 6.00%, 10/1/10,
              FSA................................   $    567
   2,000    Public Facilities Authority Revenue,
              Xavier University, 5.13%, 9/1/12,
              Callable 9/1/07 @ 102, MBIA........      2,051
     500    Rapides Parish, Consolidated School
              District #62, GO, 7.25%, 4/1/00,
              Callable 4/1/99 @ 100, MBIA........        521
   1,475    Rapides Parish, School District #11,
              Rigolette--Series 1990, GO, 6.95%,
              2/1/02, Callable 2/1/00 @ 100,
              FGIC...............................      1,559
   2,350    Saint Charles Parish, School District
              #1, GO, 6.45%, 3/1/06, Callable
              3/1/02 @ 100, AMBAC................      2,543
     480    Shreveport, GO, 6.20%, 3/1/02,
              Callable 3/1/01 @ 100, AMBAC.......        509
     500    Shreveport, GO, 6.70%, 2/1/03,
              Prerefunded 2/1/00 @ 100, AMBAC....        527
     480    Shreveport, GO, 5.90%, 2/1/07,
              Callable 2/1/03 @ 100..............        511
     930    Shreveport, Water & Sewer Revenue,
              Series A, 7.75%, 12/1/02, FGIC.....      1,078
     500    Shreveport, Water & Sewer Revenue,
              Series A, 6.25%, 12/1/03, FGIC.....        553
   1,000    South Port Community, Port Revenue,
              Cargill, Inc. Project, 5.85%,
              4/1/17, Callable 4/1/07 @ 102......      1,056
     750    St. Charles Parish, Public
              Improvements Sales Tax,, 6.60%,
              11/1/07, Callable 11/1/99 @ 102....        795
     870    St. John Baptist Parish, School
              District #1, GO, 6.25%, 3/1/05,
              Callable 3/1/02 @ 100..............        928
   1,815    St. Tammany Parish, Hospital Service,
              District #1, Hospital Revenue,
              6.30%, 7/1/07, Callable 7/1/02 @
              102................................      1,958
   1,000    St. Tammany Parish, Sales & Use Tax,
              District #3, Series A, 6.50%,
              12/1/02, Callable 12/1/99 @ 102,
              FGIC...............................      1,064
     750    St. Tammany Parish, Sales & Use Tax,
              District #3, Series A, 6.50%,
              12/1/05, Callable 12/1/99 @ 102,
              FGIC...............................        798
     400    St. Tammany Parish, School District
              #12, GO, 6.50%, 3/1/04, Callable
              3/1/01 @ 100, FGIC.................        428
</TABLE>
 
Continued
 
                                       49

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Louisiana Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                            Louisiana, continued:
 $ 1,665    Stadium & Exposition District, Hotel
              Occupancy, Tax & Stadium Revenue,
              5.65%, 7/1/07, Callable 7/1/04 @
              102, FGIC..........................   $  1,805
   2,600    State Energy & Power Authority, Power
              Project Revenue, Rodemacher Unit
              #2, 6.75%, 1/1/08, Callable 1/1/01
              @ 102, FGIC........................      2,836
   1,500    State Gas & Fuels Tax Revenue, Series
              A, 7.25%, 11/15/04, Callable
              11/15/99 @ 102.....................      1,607
   2,750    State GO, 7.10%, 9/1/03, Callable
              9/1/00 @ 102, FSA..................      3,007
   4,000    State GO, Series A, 6.00%, 8/1/04,
              FGIC...............................      4,388
   3,000    State GO, Series A, 6.50%, 4/15/06,
              FGIC...............................      3,432
     430    State GO, Series A, 6.00%, 5/1/08,
              Callable 5/1/04 @ 102, AMBAC.......        473
   2,875    State GO, Series A, 5.80%, 08/1/10,
              MBIA...............................      3,203
     500    State GO, Series A, 6.10%, 5/1/11,
              Callable 5/1/04 @ 102, AMBAC.......        551
   3,000    State GO, Series B, 5.63%, 8/1/13,
              MBIA...............................      3,262
     500    State Offshore Terminal Authority,
              Deepwater Port Revenue, 1st Stage,
              Series B, 6.10%, 9/1/02............        534
   1,325    State Offshore Terminal Authority,
              Deepwater Port Revenue, 1st Stage,
              Series B, 6.25%, 9/1/04............      1,445
   1,435    Tangipahoa Parish, Consolidated
              School District #1, GO, 6.15%,
              12/1/07, Callable 12/1/02 @ 100....      1,544
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                            MARKET
 AMOUNT             SECURITY DESCRIPTION             VALUE
- ---------   -------------------------------------   --------
<C>         <S>                                     <C>
                                 MUNICIPAL BONDS, CONTINUED:
                            Louisiana, continued:
 $ 1,250    Tangipahoa Parish, Hospital Service
              District #1, Hospital Revenue,
              6.13%, 2/1/14, Callable 2/1/04 @
              102, AMBAC.........................   $  1,362
   1,285    Terrebonne Parish, Hospital Service
              District #1, Hospital Revenue,
              Terrebonne General Medical Center
              Project, 7.40%, 4/1/03, Callable
              4/1/98 @ 102, BIG..................      1,322
     690    Terrebonne Parish, Waterworks
              District #1, Water Revenue, 5.70%,
              11/1/06, Callable 11/1/03 @ 102,
              FGIC...............................        746
     500    Terrebonne Parish, Waterworks
              District #1, Water Revenue, 5.75%,
              11/1/08, Callable 11/1/03 @ 102,
              FGIC...............................        539
     555    Vermilion Parish, Hospital Service,
              District #2, Health Care Revenue,
              Series A, 6.35%, 5/1/00, MBIA......        584
                                                    --------
                            Total Municipal Bonds    156,508
                                                    --------
                                INVESTMENT COMPANIES (0.1%):
     224    The One Group Municipal Money Market
              Fund, Fiduciary Class..............        224
                                                    --------
                       Total Investment Companies        224
                                                    --------
                        Total (Cost $147,591) (a)   $156,732
                                                    ========
</TABLE>
 
- ------------
 
Percentages indicated are based on net assets of $155,950.
 
(a) Represents cost for financial reporting purposes and differs from value by
    net unrealized appreciation of securities as follows (amounts in thousands):
 
<TABLE>
                   <S>                                                           <C>
                   Unrealized appreciation.....................................  $9,141
                   Unrealized depreciation.....................................      --
                                                                                 ------
                   Net unrealized appreciation.................................  $9,141
                                                                                 ======
AMBAC  Insured by AMBAC Indemnity Corp.
AMT    Alternative Minimum Tax Paper
BIG    Insured by Bond Insurance Guarantee
ETM    Escrowed to Maturity
FGIC   Insured by Federal Guarantee Insurance Corp.
FSA    Insured by Federal Security Assurance
GNMA   Insured by Government National Mortgage Association
GO     General Obligation
MBIA   Insured by Municipal Bond Insurance Association
</TABLE>
 
See notes to financial statements.
 
                                       50

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
West Virginia Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
MUNICIPAL BONDS (99.0%):
                                Arizona (0.4%):
 $ 1,000    Maricopa County, Individual
              Development Single Family
              Mortgage, Revenue, 0.00%,
              12/31/14, ETM....................  $    424
                                                 --------
                                 Hawaii (0.4%):
     400    State GO, Series B, 8.13%,
              2/1/00...........................       433
                                                 --------
                                   Ohio (0.8%):
     500    Columbus, GO, 8.13%, 5/1/04........       608
     250    Public Community Facilities, Higher
              Education Cap, Revenue, Series
              II-B, 5.38%, 11/1/00, AMBAC......       259
                                                 --------
                                                      867
                                                 --------
                            Puerto Rico (1.1%):
   1,000    Puerto Rico Industrial Tourist
              Educational, Medical and
              Environmental Control Facilities,
              Auxilio Mutuo Hospital Obligation
              Group, Revenue, 5.80%, 7/1/06,
              Callable 1/1/05 @ 102, MBIA......     1,105
                                                 --------
                           Rhode Island (0.2%):
     200    State Construction Capital
              Development, GO, Series B, 6.00%,
              5/15/98..........................       202
                                                 --------
                               Virginia (0.2%):
     200    State Public School Authority
              Revenue, Series A, 6.30%,
              8/1/01...........................       214
                                                 --------
                         West Virginia (95.9%):
     170    Bath & Waterworks Revenue, 5.80%,
              9/1/19, Callable 9/1/07 @ 102....       173
     200    Berkeley County, Building
              Community, Hospital Revenue, City
              Hospital Project, 5.40%,
              11/1/98..........................       202
   1,000    Berkeley County, Building
              Community, Hospital Revenue, City
              Hospital Project, 6.50%, 11/1/09,
              Callable 11/1/02 @ 102...........     1,077
   1,000    Berkeley County, Education Board,
              GO, 5.50%, 4/1/01................     1,043
     800    Berkeley County, Education Board,
              GO, 5.55%, 4/1/02................       842
     900    Berkeley County, Education Board,
              GO, 5.60%, 4/1/03................       957
     500    Berkeley County, Education Board,
              GO, 5.00%, 6/1/08, Callable
              6/1/05 @ 100, FGIC...............       516
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
MUNICIPAL BONDS, CONTINUED:
                      West Virginia, continued:
 $ 1,525    Brooke Pleasants Tyler Wetzed
              Counties, Single Family Mortgage
              Revenue, 7.40%, 8/15/10, ETM.....  $  1,906
     225    Cabell County, Education Board, GO,
              6.10%, 5/1/99, MBIA..............       232
     150    Cabell County, Education Board, GO,
              6.20%, 5/1/00, MBIA..............       157
   1,670    Cabell County, Education Board, GO,
              6.60%, 5/1/04, MBIA..............     1,883
   1,500    Cabell County, Education Board, GO,
              6.00%, 5/1/06, MBIA..............     1,668
      85    Charles Town Residential Mortgage,
              Revenue, Series A, 5.40%,
              9/1/02...........................        89
      85    Charles Town Residential Mortgage,
              Revenue, Series A, 5.55%,
              3/1/03...........................        89
      85    Charles Town Residential Mortgage,
              Revenue, Series A, 5.70%, 9/1/04,
              Callable 3/1/03 @ 102............        90
   1,555    Charleston Building Community,
              Parking Facility Revenue, Capital
              Appreciation, 0.00%, 12/1/17.....       486
   1,570    Charleston Building Community,
              Parking Facility Revenue, Capital
              Appreciation, 0.00%, 12/1/18.....       458
   1,570    Charleston Building Community,
              Parking Facility Revenue, Capital
              Appreciation, 0.00%, 12/1/19.....       427
   1,010    Charleston Parking Revenue, Series
              B, 6.75%, 6/1/08, Callable
              12/1/04 @ 102....................     1,159
     790    Fairmont Waterworks, Revenue,
              5.30%, 7/1/09, Callable 7/1/07 @
              102, MBIA........................       840
     925    Fairmont Waterworks, Revenue,
              5.50%, 7/1/12, Callable 7/1/07 @
              102, MBIA........................       985
   2,500    Harrison County, Board of
              Education, GO, 6.40%, 5/1/07,
              FGIC.............................     2,880
   2,000    Harrison County, Community Special
              Obligation, Revenue, Series A,
              6.25%, 5/15/10, ETM..............     2,310
   1,500    Harrison County, Education Board,
              GO, 6.30%, 5/1/05, FGIC..........     1,691
      95    Huntington Residential Mortgage
              Revenue, 6.30%, 9/1/98...........        97
     735    Jackson County, Residential
              Mortgage Revenue, 7.38%, 6/1/10,
              FGIC, ETM........................       915
</TABLE>
 
Continued
 
                                       51

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
West Virginia Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
MUNICIPAL BONDS, CONTINUED:
                      West Virginia, continued:
 $ 1,000    Kanawha County, Community Building
              Revenue, Charleston Hospital,
              7.50%, 11/1/08, Prerefunded
              11/1/99 @ 102, AMBAC.............  $  1,080
   3,910    Kanawha Mercer Nicholas Counties,
              Single Family Mortgage Revenue,
              0.00%, 2/1/15, Prerefunded 2/1/14
              @ 89.8...........................     1,547
   4,435    Kanawha-Putnam County, Single
              Family Mortgage Revenue, Series
              A, 0.00%, 12/1/16, AMBAC, ETM....     1,675
   1,682    Keyser Housing Corp. Mortgage
              Revenue, 7.25%, 4/1/21, Callable
              1/17/98 @ 101.5, FHA.............     1,701
     265    Marion County, Single Family
              Mortgage Revenue, 7.05%, 8/1/98,
              FGIC, ETM........................       270
   1,065    Marion County, Single Family
              Mortgage Revenue, 7.38%, 8/1/11,
              FGIC, ETM........................     1,304
     500    Marshall County, Special
              Obligation, Revenue, 6.50%,
              5/15/10, ETM.....................       580
   1,000    Monongalia County, Board of
              Education, GO, 7.00%, 4/1/03,
              MBIA.............................     1,133
     440    Monongalia County, Board of
              Education, GO, 7.00%, 4/1/04,
              MBIA.............................       507
     300    Monongalia County, Board of
              Education, GO, 7.00%, 4/1/05,
              MBIA.............................       351
   1,000    Monongalia County, Building
              Community, Healthcare Revenue,
              5.75%, 11/15/14, Callable
              11/15/02 @ 102...................     1,003
   1,000    Ohio County Board of Education, GO,
              5.00%, 6/1/13, Callable 6/1/08 @
              102..............................       995
     900    Parkersburg Waterworks & Sewer
              Revenue Bond, 5.70%, 9/1/13,
              Callable 9/1/06 @ 102, FSA.......       975
   1,295    Parkersburg Waterworks & Sewer
              System Revenue, 5.50%, 3/1/10,
              Callable 9/1/06 @ 102, FSA.......     1,393
   1,335    Parkersburg Waterworks & Sewer
              System Revenue, 5.50%, 9/1/10,
              Callable 9/1/06 @ 102, FSA.......     1,436
   2,610    Pleasants County, Pollution Control
              Revenue, Monongahela Power,
              6.38%, 11/1/07, Callable 1/17/98
              @ 100............................     2,613
   1,000    Pleasants County, Pollution Control
              Revenue, Potomac Power, 6.15%,
              5/1/15, Callable 5/1/05 @ 102,
              MBIA.............................     1,098
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
MUNICIPAL BONDS, CONTINUED:
                      West Virginia, continued:
 $ 1,000    Pleasants County, Pollution Control
              Revenue, Potomac Power, 6.15%,
              5/1/15, Callable 5/1/05 @ 102,
              AMBAC............................  $  1,098
   1,750    Pleasants County, Pollution Control
              Revenue, West Penn Power, 6.15%,
              5/1/15, Callable 5/1/05 @ 102,
              AMBAC............................     1,921
   1,015    Putnam County Pollution Control
              Revenue, FMC Corp., 5.625%,
              10/1/13, Callable 10/1/07 @
              102..............................     1,037
   1,500    School Building Authority Revenue
              Capital Improvement, 5.25%,
              7/1/99, MBIA.....................     1,530
   1,750    School Building Authority Revenue
              Capital Improvement, 6.25%,
              7/1/01, MBIA.....................     1,879
   1,000    School Building Authority Revenue
              Capital Improvement, 5.50%,
              7/1/11, Callable 7/1/07 @ 102,
              AMBAC............................     1,068
     800    School Building Authority Revenue
              Capital Improvement, Series B,
              6.80%, 7/1/00, MBIA..............       854
   1,000    School Building Authority Revenue
              Capital Improvement, Series B,
              6.90%, 7/1/02, Callable 7/1/00 @
              102, MBIA........................     1,086
     500    School Building Authority Revenue
              Capital Improvement, Series B,
              6.95%, 7/1/03, Prerefunded 7/1/00
              @ 102, MBIA......................       544
     200    School Building Authority Revenue
              Capital Improvement, Series B,
              6.75%, 7/1/06, MBIA..............       234
   1,000    School Building Authority Revenue
              Capital Improvement, Series B,
              6.00%, 7/1/12, Callable 7/1/02 @
              100, MBIA........................     1,066
     500    State Building Common Lease
              Revenue, 6.70%, 7/1/02, Callable
              7/1/00 @ 102, MBIA...............       540
   1,000    State Building, Lottery Commission
              Revenue, Series A, 5.25%, 7/1/08,
              Callable 7/1/07 @ 102, MBIA......     1,057
</TABLE>
 
Continued
 
                                       52

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
West Virginia Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
MUNICIPAL BONDS, CONTINUED:
                      West Virginia, continued:
 $ 1,000    State Building, Lottery Commission
              Revenue, Series A, 5.25%, 7/1/09,
              Callable 7/1/07 @ 102, MBIA......  $  1,053
     250    State GO, 5.25%, 3/1/01, Callable
              1/17/98 @ 100....................       250
     200    State GO, 5.70%, 6/1/01, Callable
              6/1/98 @ 100.....................       201
   1,200    State GO, 6.10%, 6/1/03, Callable
              1/17/98 @ 101....................     1,214
     250    State GO, Series A, 5.20%,
              2/1/99...........................       254
     300    State GO, Series A, 5.30%,
              2/1/00...........................       308
     600    State GO, Series A, 5.40%,
              2/1/01...........................       624
   2,500    State GO, Series A, 5.50%,
              2/1/02...........................     2,631
   1,000    State GO, Series B, AMT, 5.80%,
              11/1/11, Callable 11/1/06 @ 102,
              FGIC.............................     1,103
   1,000    State GO, Series B, AMT, 5.85%,
              11/1/12, Callable 11/1/06 @ 102,
              FGIC.............................     1,102
   1,075    State Hospital Finance Authority,
              4.50%, 8/1/05, FSA...............     1,083
   1,250    State Hospital Finance Authority,
              5.00%, 8/1/09,, Callable 8/1/07 @
              100, FSA.........................     1,279
   1,000    State Hospital Finance Authority,
              5.75%, 9/1/13, Callable 9/1/05 @
              102, MBIA........................     1,080
     100    State Hospital Finance Authority,
              Hospital Revenue, 6.80%, 8/1/98,
              FSA..............................       102
     625    State Hospital Finance Authority,
              Hospital Revenue, 5.50%, 1/1/02,
              MBIA.............................       656
     500    State Hospital Finance Authority,
              Hospital Revenue, 5.70%, 1/1/04,
              Callable 1/1/02 @ 102, MBIA......       534
     500    State Hospital Finance Authority,
              Hospital Revenue, 7.00%, 8/1/04,
              Callable 8/1/99 @ 102, FSA.......       533
   2,350    State Hospital Finance Authority,
              Hospital Revenue, 5.10%, 6/1/06,
              Callable 6/1/03 @ 102, MBIA......     2,452
   1,000    State Hospital Finance Authority,
              Hospital Revenue, 5.13%, 9/1/06,
              Callable 9/1/05 @102, MBIA.......     1,051
   1,000    State Hospital Finance Authority,
              Hospital Revenue, 7.00%, 8/1/09,
              Callable 8/1/99 @ 102, FSA.......     1,065
     140    State Housing Development, 5.50%,
              11/1/98, FHA.....................       142
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
MUNICIPAL BONDS, CONTINUED:
                      West Virginia, continued:
 $   450    State Housing Development, 7.00%,
              5/1/99, Callable 1/3/98 @ 102,
              FHA..............................  $    460
     190    State Housing Development, 6.30%,
              11/1/03, Callable 5/1/02 @ 103,
              FHA..............................       204
     195    State Housing Development, 6.40%,
              5/1/04, Callable 5/1/02 @ 103,
              FHA..............................       211
     205    State Housing Development, 6.40%,
              11/1/04, Callable 5/1/02 @ 103,
              FHA..............................       222
     500    State Housing Development, 7.38%,
              11/1/05, Callable 1/3/98 @ 102,
              FHA..............................       511
     245    State Housing Development, 6.75%,
              11/1/10, Callable 5/1/02 @ 103,
              FHA..............................       267
     315    State Housing Development, 6.75%,
              5/1/11, Callable 5/1/02 @ 103,
              FHA..............................       343
   1,000    State Housing Development, 7.40%,
              11/1/11, Callable 1/3/98 @ 102,
              FHA..............................     1,022
     320    State Housing Development, 6.75%,
              11/1/11, Callable 5/1/02 @ 103,
              FHA..............................       348
   1,000    State Housing Development, 7.40%,
              11/1/13, Callable 1/3/98 @ 102,
              FHA..............................     1,022
     500    State Housing Development, 7.40%,
              11/1/13, Callable 1/3/98 @ 102,
              FHA, AMBAC.......................       511
   1,000    State Housing Development, 5.80%,
              5/1/17, Callable 5/1/07 @ 102....     1,043
   1,500    State University Revenue, 5.75%,
              4/1/03, AMBAC....................     1,612
   1,500    State University Revenue, 5.75%,
              4/1/04, Callable 4/1/03 @ 102,
              AMBAC............................     1,626
   1,000    State University Revenue, 6.00%,
              4/1/07, Callable 4/1/03 @ 102,
              AMBAC............................     1,089
   1,000    State University Revenue, 6.00%,
              4/1/12, Callable 4/1/03 @ 102,
              AMBAC............................     1,085
     130    State Water Development Authority
              Revenue, Loan Program II, Series
              A, 6.90%, 11/1/01................       142
</TABLE>
 
Continued
 
                                       53

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
West Virginia Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
MUNICIPAL BONDS, CONTINUED:
                      West Virginia, continued:
 $   160    State Water Development Authority
              Revenue, Loan Program II, Series
              A, 7.10%, 11/1/04, Callable
              11/1/01 @ 102....................  $    177
   2,000    State Water Development Authority
              Revenue, Loan Program, Series A,
              7.00%, 11/1/11, Callable 11/1/01
              @ 102, FSA.......................     2,221
     100    State Water Development Authority
              Revenue, Series A, 7.30%,
              11/1/99..........................       106
     100    State Water Development Authority
              Revenue, Series A, 7.40%,
              11/1/00..........................       109
     225    University Dormitory Revenue,
              Series A, 5.60%, 5/1/99, MBIA....       230
     750    University Revenues, State
              University System, Marshall
              University Library, 5.60%,
              4/1/11, Callable 4/1/06 @ 101,
              AMBAC............................       804
   1,000    Weirton Municipal Hospital Building
              Community Revenue, 5.10%,
              12/1/98, AMBAC...................     1,013
   1,270    West Virginia Fairmont General
              Hospital, Revenue, 5.15%,
              11/1/07..........................     1,285
     655    West Virginia Housing Development,
              Series D, AMT, 5.65%, 11/01/15,
              Callable 11/01/07 @ 102..........       673
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
MUNICIPAL BONDS, CONTINUED:
                      West Virginia, continued:
 $ 1,520    West Virginia Single Family
              Mortgage Revenue, 5.30%, 8/1/13,
              Callable 8/1/07 @ 102,
              GNMA/FNMA........................  $  1,561
   1,715    West Virginia University, Revenue,
              Series A, 5.30%, 5/1/12, Callable
              11/1/07 @ 101, AMBAC.............     1,784
   1,125    West Virginia University, Revenue,
              Series A, 5.25%, 4/1/13, Callable
              4/1/08 @ 102, AMBAC..............     1,159
   1,000    Wheeling Waterworks & Sewer System
              Revenue, 5.40%, 6/1/11, Callable
              6/1/07 @ 100, FGIC...............     1,048
   1,200    Wheeling Waterworks & Sewer System
              Revenue, Series C, 6.60%, 6/1/12,
              Prerefunded 6/1/02 @ 100, FGIC...     1,317
                                                 --------
                                                  100,669
                                                 --------
                          Total Municipal Bonds   103,914
                                                 --------
                             INVESTMENT COMPANIES (0.1%):
      59    The One Group Municipal Money
              Market Fund, Fiduciary Class.....        59
                                                 --------
                     Total Investment Companies        59
                                                 --------
                       Total (Cost $97,190) (a)  $103,973
                                                 ========
</TABLE>
 
- ------------
 
Percentages indicated are based on net assets of $104,931.
(a) Represents cost for financial reporting purposes and differs from value by
    net unrealized appreciation of securities as follows (amounts in thousands):
 
<TABLE>
                   <S>                                                           <C>
                   Unrealized appreciation.....................................  $6,783
                   Unrealized depreciation.....................................      --
                                                                                 ------
                   Net unrealized appreciation.................................  $6,783
                                                                                 ======
AMBAC  Insured by AMBAC Indemnity Corp.
AMT    Alternative Minimum Tax Paper
ETM    Escrowed to Maturity
FGIC   Insured by Federal Guarantee Insurance Corp.
FHA    Insured by Federal Housing Authority
FSA    Insured by Federal Security Assurance
GO     General Obligation
MBIA   Insured by Municipal Bond Insurance Association
</TABLE>
 
See notes to financial statements.
 
                                       54

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Arizona Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
                                 MUNICIPAL BONDS (98.4%):
                               Arizona (98.4%):
 $ 1,175    Apache County, Public Finance
              Corp., Certificates of
              Participation, 5.25%, 5/1/04,
              Callable 5/1/00 @ 102............  $  1,198
     500    Apache County, Public Finance
              Corp., Certificates of
              Participation, 5.50%, 5/1/10,
              Callable 5/1/00 @ 102............       516
   1,000    Arizona State University Revenues
              Refunding System, Series A,
              5.60%, 7/1/05, Callable 7/1/02 @
              101..............................     1,064
   1,000    Arizona State University Revenues
              System, 6.90%, 7/1/04, Callable
              7/1/02 @ 101, AMBAC..............     1,112
   1,950    Arizona State University Revenues,
              Series A, 5.85%, 7/1/08, Callable
              7/1/02 @ 101.....................     2,080
   1,820    Arizona State University Revenues,
              Series A, 5.90%, 7/1/09, Callable
              7/1/02 @ 101.....................     1,943
     650    Bullhead City, Municipal Property
              Corp., Municipal Facilities
              Revenue, 7.20%, 7/1/10,
              Prerefunded 7/1/00 @ 101, FGIC...       705
     725    Casa Grande, Excise Tax Revenue,
              5.90%, 4/1/09, Callable 4/1/04 @
              100, FGIC........................       783
     750    Central Arizona Water Conservation
              District, Contract Revenue,
              7.15%, 11/1/99...................       792
   4,290    Central Arizona Water Conservation
              District, Contract Revenue,
              7.00%, 11/1/03, Prerefunded
              11/1/00 @ 102....................     4,702
   1,000    Central Arizona Water Conservation
              District, Contract Revenue,
              7.65%, 11/1/09, Prerefunded
              11/1/00 @ 102....................     1,113
   3,300    Central Arizona Water Conservation
              District, Contract Revenue,
              7.13%, 11/1/11, Prerefunded
              11/1/00 @ 102....................     3,628
   2,875    Central Arizona Water Conservation
              District, Contract Revenue,
              Central Arizona Project, 4.75%,
              11/1/07, Callable 5/1/04 @ 102,
              MBIA.............................     2,954
   1,460    Central Arizona Water Conservation
              District, Contract Revenue,
              Central Arizona Project--Series
              A, 5.20%, 11/1/03................     1,532
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
                              MUNICIPAL BONDS, CONTINUED:
                            Arizona, continued:
 $ 4,000    Central Arizona Water Conservation
              District, Contract Revenue,
              Central Arizona Project--Series
              A, 5.40%, 11/1/05................  $  4,271
   4,750    Central Arizona Water Conservation
              District, Contract Revenue,
              Central Arizona Project--Series
              A, 5.40%, 11/1/06................     5,099
   3,000    Central Arizona Water Conservation
              District, Contract Revenue,
              Series B, Power Sales Co., 6.50%,
              11/1/11, Prerefunded 5/1/01 @
              102..............................     3,276
     625    Coconino & Yavapai Counties
              Arizona, School District #9,
              Sedona Oak Creek Project of
              1992-C, GO, 5.60%, 7/1/06,
              Callable 7/1/02 @ 101, FGIC......       664
     905    Coconino County, Arizona
              University, School District #001,
              Flagstaff, GO, 5.70%, 7/1/01,
              Callable 7/1/00 @ 101, AMBAC.....       950
   2,400    Coconino County, Arizona
              University, School District #001,
              Flagstaff, GO, 5.50%, 7/1/08,
              Callable 7/1/05 @ 101, AMBAC.....     2,581
   2,500    East Valley Institute of
              Technology, District #401,
              Project of 1994, Series B, GO,
              6.00%, 7/1/05, AMBAC.............     2,767
   1,000    East Valley Institute of
              Technology, District #401, Series
              A, GO, 6.00%, 7/1/04, Callable
              7/1/00 @ 101, AMBAC..............     1,053
   2,000    Gila County Arizona Industrial
              Development Authority Revenue,
              Asarco Inc., 5.55%, 1/1/27,
              Callable 1/1/08, @102............     2,040
   1,000    Gilbert Improvement District #011,
              GO, 7.60%, 1/1/04, Callable
              7/1/98 @ 102.5, FGIC.............     1,044
   1,000    Glendale Municipal Property Corp.,
              7.00%, 7/1/05, Callable 7/1/99 @
              101, MBIA........................     1,053
   1,000    Glendale Municipal Property Corp.,
              7.00%, 7/1/09, Callable 7/1/99 @
              101, MBIA........................     1,052
   4,000    Glendale University High School,
              District #205, Projects of 1993 -
              Series A, GO, 5.30%, 7/1/07,
              Callable 7/1/03 @ 101............     4,198
</TABLE>
 
Continued
 
                                       55

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Arizona Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
                              MUNICIPAL BONDS, CONTINUED:
                            Arizona, continued:
 $ 2,900    Glendale University High School,
              District #205, Projects of 1993 -
              Series B, GO, 5.45%, 7/1/09,
              Callable 7/1/05 @ 101, FGIC......  $  3,094
   2,000    Glendale, GO, 5.05%, 7/1/02,
              FGIC.............................     2,081
   2,000    Maricopa County, Community College
              District, 5.00%, 7/1/13, Callable
              7/1/06 @ 101.....................     2,023
   1,570    Maricopa County, Community College
              District, Building Revenue,
              5.10%, 7/15/05, MBIA.............     1,657
   1,000    Maricopa County, Community College
              District, Series A, 6.00%,
              7/1/07, Callable 7/1/03 @ 101....     1,086
     500    Maricopa County, Industrial
              Development Authority, Hospital
              Facility Revenue, St. Joseph's
              Hospital & Medical Centers
              Project, 6.20%, 11/1/11, Putable
              11/1/98 @ 100, ETM...............       501
   1,000    Maricopa County, School District
              #001, Phoenix Elementary, GO,
              5.50%, 7/1/10, Callable 7/1/07 @
              101, MBIA........................     1,077
     850    Maricopa County, School District
              #006, Washington Elementary,
              Series A, GO, 5.75%, 7/1/05,
              Callable 7/1/02 @ 101, AMBAC.....       909
     900    Maricopa County, School District
              #006, Washington Elementary,
              Series A, GO, 5.75%, 7/1/06,
              Callable 7/1/02 @ 101, AMBAC.....       961
   2,000    Maricopa County, School District
              #038, Madison Elementary Project
              of 1995--Series B, GO, 5.80%,
              7/1/15, Callable 7/1/06 @ 101,
              MBIA.............................     2,159
   1,015    Maricopa County, School District
              #038, Madison Elementary, GO,
              5.30%, 7/1/08, Callable 7/1/03 @
              101, AMBAC.......................     1,065
   1,000    Maricopa County, School District
              #097, Deer Valley Project of
              1986--Series F, GO, 5.90%,
              7/1/03, Callable 7/1/02 @ 101,
              FGIC.............................     1,080
     750    Maricopa County, School District
              #097, Deer Valley Project of
              1996--Series C, GO, 5.35%,
              7/1/09, Callable 7/1/07 @ 100,
              FSA..............................       795
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
                              MUNICIPAL BONDS, CONTINUED:
                            Arizona, continued:
 $ 2,000    Maricopa County, School District
              #11, 5.00%, 7/1/09, Callable
              7/1/07 @ 101, AMBAC..............  $  2,074
   2,000    Maricopa County, School District
              #210, Phoenix, GO, 5.25%, 7/1/04,
              Callable 7/1/03 @ 101............     2,120
   2,000    Maricopa County, School District
              #210, Project of 1995--Series B,
              GO, 5.38%, 7/1/13................     2,075
   1,200    Maricopa County, School District
              #210, Series A, GO, 5.60%,
              7/1/13, Callable 7/1/05 @ 101....     1,276
   2,250    Maricopa County, School District
              #210, Series D, GO, 6.70%,
              7/1/03, Prerefunded 7/1/01 @
              101..............................     2,458
   1,000    Maricopa County, School District
              #210, Series E, GO, 7.10%,
              7/1/03...........................     1,144
   1,250    Maricopa County, School District
              #4, GO, 5.25%, 7/1/03, FGIC......     1,318
   2,000    Maricopa County, School District
              #4, GO, 5.50%, 7/1/09, Callable
              7/1/05 @ 102, FGIC...............     2,154
   2,500    Maricopa County, School District
              #4, GO, 5.00%, 7/1/10, Callable
              7/1/06 @ 101, FGIC...............     2,573
     750    Maricopa County, School District
              #4, GO, 5.65%, 7/1/11, Callable
              7/1/05 @ 102, FGIC...............       811
   2,500    Maricopa County, School District
              #48, Scottsdale School
              Improvements, GO, 5.00%, 7/1/14,
              Callable 7/1/04 @ 101............     2,516
   1,000    Maricopa County, School District
              #48, Scottsdale, GO, 5.20%,
              7/1/06, Callable 7/1/03 @ 101....     1,052
   1,475    Maricopa County, School District
              #48, Scottsdale, GO, 4.90%,
              7/1/06, Callable 7/1/02 @ 101....     1,523
   1,000    Maricopa County, School District
              #48, Scottsdale, GO, 5.25%,
              7/1/08, Callable 7/1/03 @ 101....     1,048
   1,500    Maricopa County, School District
              #48, Scottsdale, GO, 6.75%,
              7/1/09, Prerefunded 7/1/01 @
              101..............................     1,641
   2,000    Maricopa County, School District
              #48, Scottsdale, Series B, GO,
              6.10%, 7/1/02....................     2,165
   1,000    Maricopa County, School District
              #48, Scottsdale, Series B, GO,
              6.30%, 7/1/04....................     1,119
</TABLE>
 
Continued
 
                                       56

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Arizona Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
                              MUNICIPAL BONDS, CONTINUED:
                            Arizona, continued:
 $ 3,100    Maricopa County, School District
              #69, Paradise Valley, GO, 5.80%,
              7/1/09, AMBAC....................  $  3,466
   2,400    Maricopa County, School District
              #69, Paradise Valley, GO, 5.00%,
              7/1/09, Callable 7/1/03 @ 102,
              AMBAC............................     2,469
   1,000    Maricopa County, School District
              #69, Paradise Valley, GO, 6.35%,
              7/1/10, MBIA.....................     1,171
   2,000    Maricopa County, School District
              #69, Paradise Valley, Series B,
              GO, 6.50%, 7/1/08, Prerefunded
              7/1/01 @100......................     2,155
   1,000    Maricopa County, School District
              #80, Chandler Projects of 1995 -
              Series C, GO, 5.10%, 7/1/08,
              FGIC.............................     1,059
   1,000    Maricopa County, School District
              #80, Chandler, GO, 5.80%, 7/1/08,
              Callable 7/1/05 @ 101, FGIC......     1,095
     920    Maricopa County, School District
              #9, Wickenburg, GO, 5.50%,
              7/1/13, Callable 7/1/07 @ 100,
              AMBAC............................       965
   2,345    Mesa Arizona Street & Highway,
              5.00%, 7/1/15, Callable 7/1/07 @
              100, FGIC........................     2,355
   1,625    Mesa, GO, 6.00%, 7/1/02, AMBAC.....     1,753
   1,000    Mesa, GO, 5.70%, 7/1/03, FGIC......     1,076
     725    Mesa, GO, 5.00%, 7/1/03, MBIA......       755
   2,040    Mesa, Project of 1987, GO, 9.00%,
              7/1/01, ETM, MBIA................     2,365
   2,000    Mesa, Project of 1987, GO, 5.70%,
              7/1/08, Callable 7/1/03 @ 101.5,
              MBIA.............................     2,144
   2,000    Mesa, Utility System Revenue,
              5.38%, 7/1/12, Callable 7/1/05 @
              101, FGIC........................     2,089
   1,205    Mojave County, Elementary School
              District #16, GO, 5.25%, 7/1/09,
              Callable 7/1/07 @ 100, MBIA......     1,272
   1,200    Mojave County, School District # 1,
              Lake Havasu, GO, 5.20%, 7/1/09,
              Callable 7/1/03 @ 101, AMBAC.....     1,248
   2,050    Navajo County School District #10,
              5.125%, 7/1/12,, CALLABLE 7/1/07
              @ 101, FGIC......................     2,068
   1,000    Northern Arizona University,
              Revenues, 7.50%, 6/1/03,
              Prerefunded 6/1/99 @ 100.........     1,050
   2,750    Northern Arizona University,
              Revenues, 6.40%, 6/1/07, Callable
              6/1/02 @ 101, FGIC...............     3,001
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
                              MUNICIPAL BONDS, CONTINUED:
                            Arizona, continued:
 $ 1,215    Northern Arizona University,
              Revenues, Series A, 5.60%,
              6/1/05, Callable 6/1/02 @ 102,
              AMBAC............................  $  1,299
   1,000    Oro Valley Municipal Property
              Corp., Municipal Water System
              Revenue, Canada Hills, 5.45%,
              7/1/14, Callable 7/1/08 @ 101,
              MBIA.............................     1,055
   2,000    Phoenix Arizona Civic Improvement
              Corp. Series B, 6%, 7/1/08,
              Callable 7/1/04 @ 102............     2,205
   2,000    Phoenix Civic Improvement Corp.,
              Water System Revenue, 5.63%,
              7/1/09, Callable 7/1/06 @ 100....     2,155
     725    Phoenix Street & Highway User
              Revenue, 6.25%, 7/1/06, Callable
              7/1/02 @ 102.....................       793
   2,000    Phoenix Street & Highway User
              Revenue, 6.50%, 7/1/09, ETM......     2,256
   1,255    Phoenix Street & Highway User
              Revenue, Series A, 5.80%, 7/1/05,
              Callable 7/1/02 @ 102, FGIC......     1,353
   2,450    Phoenix, GO, 6.38%, 7/1/13,
              Callable 7/1/02 @ 102............     2,698
   1,125    Phoenix, GO, Series A, 5.10%,
              7/1/04...........................     1,184
   2,500    Phoenix, GO, Series A, 5.20%,
              7/1/05...........................     2,655
   1,000    Phoenix, GO, Series A, 5.40%,
              7/1/07...........................     1,083
   1,000    Pima County, Arizona College
              District, Certificates of
              Participation, Series B, 6.00%,
              7/1/07, Callable 7/1/01 @ 101,
              AMBAC............................     1,067
     725    Pima County, GO, 5.60%, 7/1/07,
              Callable 7/1/03 @ 101............       774
     555    Pima County, GO, 6.20%, 7/1/08,
              Callable 7/1/02 @ 101............       602
   1,500    Pima County, Industrial Development
              Authority, HealthPartners -
              Series A, 5.30%, 4/1/07, MBIA....     1,597
   1,000    Pima County, Industrial Development
              Authority, Single Family Mortgage
              Revenue Refunding, Series B, AMT,
              6.15%, 11/1/23, Callable 5/1/07 @
              102, GNMA........................     1,090
   1,135    Pima County, Industrial Development
              Authority, Single Family Mortgage
              Revenue, Series A, 6.40%, 8/1/11,
              Callable 8/1/05 @ 102............     1,210
     270    Pima County, Industrial Development
              Authority, Single Family Mortgage
              Revenue, Series A, 7.63%, 2/1/12,
              Callable 2/1/01 @ 101............       284
</TABLE>
 
Continued
 
                                       57

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Arizona Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
                              MUNICIPAL BONDS, CONTINUED:
                            Arizona, continued:
 $ 1,585    Pima County, Sewer Revenue, Series
              A, 4.90%, 7/1/08, Callable 7/1/04
              @ 102, FGIC......................  $  1,631
   1,000    Pima County, Union School District
              #1, Project of 1989--Series G,
              GO, 5.00%, 7/1/06, Callable
              7/1/05 @ 101, MBIA...............     1,047
   2,205    Pima County, Union School District
              #1, Project of 1989--Series G,
              GO, 5.00%, 7/1/07, Callable
              7/1/05 @ 101, MBIA...............     2,312
   1,000    Pima County, Union School District
              #1, Series B, GO, 7.20%, 7/1/09,
              Prerefunded 7/1/00 @ 101.........     1,084
   1,500    Pima County, Union School District
              #1, Series C, GO, 6.88%, 7/1/10,
              Prerefunded 7/1/01 @ 101, MBIA...     1,649
   2,000    Pima County, Union School District
              #1, Tucson School Improvements,
              Series D, GO, 6.10%, 7/1/11,
              Callable 7/1/02 @ 102, FGIC......     2,192
   2,000    Pima County, United School
              District, 5.375%, 7/1/09, FGIC...     2,160
   1,200    Pinal County, School District #004,
              Casa Grande Elementary School
              Improvement, GO, 6.00%, 7/1/04,
              Callable 7/1/01 @ 101, AMBAC.....     1,291
   1,000    Prescott Arizona Property Corp.
              Facilities, 5.125%, 1/1/18,
              Callable 1/1/08 @ 101, FGIC......     1,001
   2,015    Salt River Project, Arizona
              Agriculture, Improvement & Power
              District, Electric Systems
              Revenue, 6.00%, 1/1/07...........     2,259
   1,270    Salt River Project, Arizona
              Agriculture, Improvement & Power
              District, Electric Systems
              Revenue, Series A, 5.40%,
              1/1/04...........................     1,351
   2,000    Salt River Project, Arizona
              Agriculture, Improvement & Power
              District, Electric Systems
              Revenue, Series A, 5.63%,
              1/1/06...........................     2,181
   1,000    Salt River Project, Arizona
              Agriculture, Improvement & Power
              District, Electric Systems
              Revenue, Series A, 6.50%, 1/1/07,
              Callable 1/1/01 @ 102............     1,083
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
                              MUNICIPAL BONDS, CONTINUED:
                            Arizona, continued:
 $ 2,000    Salt River Project, Arizona
              Agriculture, Improvement & Power
              District, Electric Systems
              Revenue, Series A, 5.00%, 1/1/20,
              Callable 1/1/08 @ 101............  $  1,974
   5,000    Salt River Project, Arizona
              Agriculture, Improvement & Power
              District, Electric Systems
              Revenue, Series B, 5.05%,
              1/1/06...........................     5,265
   3,250    Salt River Project, Arizona
              Agriculture, Improvement & Power
              District, Electric Systems
              Revenue, Series B, 5.20%,
              1/1/08...........................     3,463
   2,500    Salt River Project, Arizona
              Agriculture, Improvement & Power
              District, Electric Systems
              Revenue, Series B, 5.38%, 1/1/09,
              Callable 1/1/03 @ 102............     2,627
   3,000    Salt River Project, Arizona
              Agriculture, Improvement & Power
              District, Electric Systems
              Revenue, Series D, 6.00%, 1/1/13,
              Callable 1/1/02 @ 102............     3,202
   2,815    Santa Cruz County Industrial
              Development, Citizens Utility
              Co., 4.75%, 8/1/20...............     2,856
   2,085    Scottsdale Municipal Property
              Corp., Excise Tax Revenue, 5.38%,
              7/1/05...........................     2,233
   1,000    Scottsdale Municipal Property
              Corp., Lease Revenue, Excise Tax
              Revenue, 6.38%, 5/1/05, Callable
              11/1/02 @ 100....................     1,088
   1,900    Scottsdale Project of 1989, Series
              E, GO, 5.50%, 7/1/14, Callable
              7/1/02 @ 101.....................     1,967
   1,065    Scottsdale Street & Highway User
              Revenue, 5.50%, 7/1/07...........     1,156
   2,000    Scottsdale Water & Sewer, A989-
              Series D, 5.0%, 7/1/19, Callable
              7/1/08 @ 101, FSA................     1,977
   1,700    Scottsdale, GO, 5.25%, 7/1/06......     1,817
     500    Scottsdale, GO, 5.50%, 7/1/09......       546
     850    Scottsdale, GO, 5.00%, 7/1/09,
              Callable 7/1/03 @ 101............       876
   1,615    Scottsdale, GO, Series A, 4.80%,
              7/1/08, Callable 7/1/03 @ 101....     1,654
     750    Scottsdale, GO, Series B, 6.00%,
              7/1/09, Prerefunded 7/1/01 @
              101..............................       802
</TABLE>
 
Continued
 
                                       58

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Arizona Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
                              MUNICIPAL BONDS, CONTINUED:
                            Arizona, continued:
 $ 2,500    State Certificates of
              Participation, 6.63%, 9/1/08,
              Callable 9/1/01 @ 102, FSA.......  $  2,748
   1,000    State Municipal Financing Program,
              Certificates of Participation,
              Series 20, 7.70%, 8/1/10, ETM,
              BIG..............................     1,262
   1,000    State Municipal Financing Program,
              Certificates of Participation,
              Series 27, 7.00%, 8/1/04,
              Callable 8/1/98 @ 101, BIG.......     1,028
   1,250    State Power Authority Resource
              Revenue, Hoover Uprating Project,
              4.80%, 10/1/01, MBIA.............     1,285
   2,035    State Power Authority Resource
              Revenue, Hoover Uprating Project,
              5.40%, 10/1/07, Callable 10/1/03
              @ 102, MBIA......................     2,174
   2,000    State Transportation Board Highway
              Revenue, 7.00%, 7/1/06,
              Prerefunded 7/1/00 @ 101.........     2,160
   3,000    State Transportation Board Highway
              Revenue, 5.25%, 7/1/07, Callable
              7/1/03 @ 102.....................     3,171
   1,000    State Transportation Board Highway
              Revenue, Sub-Series B, 6.50%,
              7/1/08, Prerefunded 7/1/02 @
              101.5............................     1,108
   1,635    Tempe, GO, 5.00%, 7/1/10, Callable
              7/1/06 @ 101.....................     1,679
   1,000    Tempe, GO, Series A, 5.10%,
              7/1/05...........................     1,055
     580    Tempe, GO, Series B, 6.00%, 7/1/06,
              Callable 7/1/02 @ 101............       624
   2,235    Tempe, Union High School District
              #213, Project of 1989--Series B,
              GO, 5.90%, 7/1/04, Callable
              7/1/01 @ 101.....................     2,371
   1,000    Tucson Arizona Water System,
              5.125%, 7/1/20, Callable 7/1/07 @
              100..............................       999
   1,000    Tucson Street & Highway User
              Revenue, 5.30%, 7/1/05, Callable
              7/1/03 @ 102, MBIA...............     1,065
   2,000    Tucson Water Revenue Refunding,
              Series A, 5.75%, 7/1/12, Callable
              7/1/02 @ 102, MBIA--IBC..........     2,123
</TABLE>
 
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
                              MUNICIPAL BONDS, CONTINUED:
                            Arizona, continued:
 $ 2,500    Tucson, Arizona, 5.00%, 7/1/19,
              Callable 7/1/07 @ 100............  $  2,485
     700    University of Arizona, Foundation
              Certificates of Participation,
              Series 8, 4.90%, 8/1/09, MBIA....       727
   1,000    University of Arizona, University
              Revenues, 6.25%, 6/1/11, Callable
              6/1/02 @ 102.....................     1,090
   2,215    University of Arizona, University
              Revenues, Series A, 7.00%,
              6/1/10, Prerefunded 6/1/00 @
              102..............................     2,406
   1,100    Yavapai County, Industrial
              Development Authority, Hospital
              Facility Revenue, Yavapai
              Regional Medical Center--Series
              A, 5.13%, 12/1/13, Callable
              6/1/07 @ 102, FSA................     1,117
   1,750    Yuma County, GO, 6.13%, 7/1/12,
              Callable 7/1/03 @ 101, AMBAC.....     1,927
   1,305    Yuma County, GO, Elementary School
              District #1, 5.25%, 7/1/10,
              Callable 7/1/07 @ 101, MBIA......     1,366
   1,000    Yuma County, Industrial Development
              Authority, Hospital Revenue
              Refunding, Yuma Regional Medical
              Center, 5.50%, 8/1/09, Callable
              8/1/07 @ 102, MBIA...............     1,072
   1,000    Yuma County, Municipal Property
              Corp. Revenue, Series A, 5.20%,
              7/1/09, Callable 7/1/03 @ 101,
              AMBAC............................     1,038
   1,575    Yuma County, Union High School,
              District #70, GO, 5.00%, 7/1/06,
              Callable 7/1/02 @ 101, FGIC......     1,634
                                                 --------
  Total Municipal Bonds                           255,099
                                                 --------
INVESTMENT COMPANIES (0.6%):
   1,436    The One Group Municipal Money
              Market Fund, Fiduciary Class.....     1,436
                                                 --------
  Total Investment Companies                        1,436
                                                 --------
Total (Cost $240,102) (a)                        $256,535
                                                 ========
</TABLE>
 
- ------------
 
Percentages indicated are based on net assets of $259,014.
 
Continued
 
                                       59

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Arizona Municipal Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
(a) Represents cost for financial reporting purposes and differs from value by
    net unrealized appreciation of securities as follows (amounts in thousands):
 
<TABLE>
                   <S>                                                           <C>
                   Unrealized appreciation.....................................  $16,433
                   Unrealized depreciation.....................................        0
                                                                                 -------
                   Net unrealized appreciation.................................  $16,433
                                                                                 =======
AMBAC  Insured by AMBAC Indemnity Corp.
BIG    Insured by Bond Insurance Guarantee
ETM    Escrowed to Maturity
FGIC   Insured by Federal Guarantee Insurance Corp.
FSA    Insured by Federal Security Assurance
GNMA   Insured by Government National Mortgage Association
GO     General Obligation
MBIA   Insured by Municipal Bond Insurance Association
</TABLE>
 
See notes to financial statements.
 
                                       60

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                           DECEMBER 31, 1997
(Amounts in Thousands, except per share amounts)
(Unaudited)
 
<TABLE>
<CAPTION>
                                                    INTERMEDIATE      MUNICIPAL        KENTUCKY             OHIO
                                                    TAX-FREE BOND      INCOME       MUNICIPAL BOND     MUNICIPAL BOND
                                                        FUND            FUND             FUND               FUND
                                                   ---------------   -----------   ----------------   ----------------
<S>                                                <C>               <C>           <C>                <C>
ASSETS:
Investments, at value (cost $486,031; $619,344;
  $121,005; $164,591; respectively)..............     $512,074        $642,464         $129,724           $177,475
Cash.............................................          548              --                1                 --
Interest receivable..............................        7,196           9,464            2,025              1,889
Receivable for capital shares issued.............           42             836                6                 49
Prepaid expenses and other assets................           88              61               11                 47
                                                      --------        --------         --------           --------
TOTAL ASSETS.....................................      519,948         652,825          131,767            179,460
                                                      --------        --------         --------           --------
LIABILITIES:
Cash overdraft...................................           --              --               --                208
Dividends payable................................        1,916           2,549              535                749
Payable to brokers for investments purchased.....       29,293          11,171               --                 --
Payable for capital shares redeemed..............            6             216               --                 --
Accrued expenses and other payables:
    Investment advisory fees.....................          245             229               50                 91
    Administration fees..........................           71              87               19                 26
    12b-1 fees...................................            7              58                5                 20
    Other........................................           57              71                9                 32
                                                      --------        --------         --------           --------
TOTAL LIABILITIES................................       31,595          14,381              618              1,126
                                                      --------        --------         --------           --------
NET ASSETS:
Capital..........................................      460,863         622,480          124,123            169,497
Undistributed net investment income..............          234              18               --                  5
Accumulated undistributed net realized gains
  (losses) from investment transactions..........        1,213          (7,174)          (1,693)            (4,052)
Net unrealized appreciation from investments.....       26,043          23,120            8,719             12,884
                                                      --------        --------         --------           --------
NET ASSETS.......................................     $488,353        $638,444         $131,149           $178,334
                                                      ========        ========         ========           ========
NET ASSETS:
    Fiduciary....................................     $473,776        $522,135         $122,026           $143,757
    Class A......................................        9,958          70,372            5,890             16,355
    Class B......................................        4,619          45,110            3,233             18,222
    Class C......................................           --             827               --                 --
                                                      --------        --------         --------           --------
    Total........................................     $488,353        $638,444         $131,149           $178,334
                                                      ========        ========         ========           ========
OUTSTANDING UNITS OF BENEFICIAL INTEREST
  (SHARES):
    Fiduciary....................................       42,536          51,788           11,708             12,956
    Class A......................................          895           6,959              565              1,470
    Class B......................................          415           4,477              312              1,626
    Class C......................................           --              82               --                 --
                                                      --------        --------         --------           --------
    Total........................................       43,846          63,306           12,585             16,052
                                                      ========        ========         ========           ========
Net Asset Value:
  Fiduciary
        Offering and redemption price per
          share..................................     $  11.14        $  10.09         $  10.42           $  11.10
                                                      ========        ========         ========           ========
    Class A
        Redemption price per share...............     $  11.13        $  10.11         $  10.43           $  11.13
                                                      ========        ========         ========           ========
        Maximum sales charge.....................         4.50%           4.50%            4.50%              4.50%
                                                      ========        ========         ========           ========
        Maximum offering price per share
          (100%/(100%-maximum sales charge) of
          net asset value adjusted to nearest
          cent)..................................     $  11.65        $  10.59         $  10.92           $  11.65
                                                      ========        ========         ========           ========
    Class B
        Offering price per share (a).............     $  11.15        $  10.08         $  10.37           $  11.20
                                                      ========        ========         ========           ========
    Class C
        Offering price per share.................     $     --        $  10.09         $     --           $     --
                                                      ========        ========         ========           ========
</TABLE>
 
- ------------
 
(a) Redemption price per Class B and Class C share varies based on length of
time shares are held.
 
See notes to financial statements.
 
                                       61

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                           DECEMBER 31, 1997
(Amounts in Thousands, except per share amounts)
(Unaudited)
 
<TABLE>
<CAPTION>
                                                                 LOUISIANA        WEST VIRGINIA         ARIZONA
                                                               MUNICIPAL BOND     MUNICIPAL BOND     MUNICIPAL BOND
                                                                    FUND               FUND               FUND
                                                              ----------------   ----------------   ----------------
<S>                                                           <C>                <C>                <C>
ASSETS:
Investments, at value (cost $147,591; $97,190; $240,102;
  respectively).............................................      $156,732           $103,973           $256,535
Interest receivable.........................................         2,683              1,466              5,733
Receivable for capital shares issued........................             1                 --                 --
Prepaid expenses and other assets...........................            35                 10                 18
                                                                  --------           --------           --------
TOTAL ASSETS................................................       159,451            105,449            262,286
                                                                  --------           --------           --------
LIABILITIES:
Dividends payable...........................................           624                435              1,044
Payable to brokers for investments purchased................         2,734                 --              2,000
Accrued expenses and other payables:
    Investment advisory fees................................            80                 40                 99
    Administration fees.....................................            23                 16                 41
    12b-1 fees..............................................            18                  1                 --
    Other...................................................            22                 26                 88
                                                                  --------           --------           --------
TOTAL LIABILITIES...........................................         3,501                518              3,272
                                                                  --------           --------           --------
NET ASSETS:
Capital.....................................................       147,152             98,148            241,879
Accumulated undistributed net realized gains (losses) from
  investment transactions...................................          (343)                --                702
Net unrealized appreciation from investments................         9,141              6,783             16,433
                                                                  --------           --------           --------
NET ASSETS..................................................      $155,950           $104,931           $259,014
                                                                  ========           ========           ========
NET ASSETS:
    Fiduciary...............................................      $102,802           $103,016           $258,078
    Class A.................................................        49,075                849                936
    Class B.................................................         4,073              1,066                 --(b)
                                                                  --------           --------           --------
    Total...................................................      $155,950           $104,931           $259,014
                                                                  ========           ========           ========
OUTSTANDING UNITS OF BENEFICIAL INTEREST (SHARES):
    Fiduciary...............................................         9,982             10,007             25,308
    Class A.................................................         4,767                 82                 92
    Class B.................................................           395                103                 --(b)
                                                                  --------           --------           --------
    Total...................................................        15,144             10,192             25,400
                                                                  ========           ========           ========
Net Asset Value:
    Fiduciary
        Offering and redemption price per share.............      $  10.30           $  10.29           $  10.20
                                                                  ========           ========           ========
    Class A
        Redemption price per share..........................      $  10.29           $  10.38           $  10.12
                                                                  ========           ========           ========
        Maximum sales charge................................          4.50%              4.50%              4.50%
                                                                  ========           ========           ========
        Maximum offering price per share (100%/(100%-maximum
          sales charge) of net asset value adjusted to
          nearest cent).....................................      $  10.77           $  10.87           $  10.60
                                                                  ========           ========           ========
    Class B
        Offering price per share (a)........................      $  10.30           $  10.35           $  10.21
                                                                  ========           ========           ========
</TABLE>
 
- ------------
 
(a) Redemption price per Class B share varies based on length of time shares are
held.
 
(b) Amount is less than $1,000.
 
See notes to financial statements.
 
                                       62

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS              FOR THE SIX MONTHS ENDED DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
                                          INTERMEDIATE    MUNICIPAL        KENTUCKY             OHIO
                                         TAX-FREE BOND      INCOME      MUNICIPAL BOND     MUNICIPAL BOND
                                              FUND           FUND            FUND               FUND
                                         --------------   ----------   ----------------   ----------------
<S>                                      <C>              <C>          <C>                <C>
INVESTMENT INCOME:
Interest income........................     $12,785        $15,435          $3,559             $4,826
Dividend income........................          60             62              26                 43
                                            -------        -------          ------             ------
Total Income...........................      12,845         15,497           3,585              4,869
                                            -------        -------          ------             ------
EXPENSES:
Investment advisory fees...............       1,445          1,223             289                516
Administration fees....................         396            447             105                141
12b-1 fees (Class A)...................          17             97              10                 28
12b-1 fees (Class B)...................          21            205              14                 81
12b-1 fees (Class C)...................          --              1              --                 --
Custodian and accounting fees..........          30             39              13                 11
Legal and audit fees...................           6              8              --                  2
Trustees' fees and expenses............           3              5               1                  1
Transfer agent fees....................          23             27              15                 23
Registration and filing fees...........          46             47              16                 17
Printing costs.........................           5             14               1                  3
Other..................................           1              1               1                  1
                                            -------        -------          ------             ------
Total expenses before waivers..........       1,993          2,114             465                824
Less waivers...........................        (513)          (320)            (62)              (270)
                                            -------        -------          ------             ------
Net Expenses...........................       1,480          1,794             403                554
                                            -------        -------          ------             ------
Net Investment Income..................      11,365         13,703           3,182              4,315
                                            -------        -------          ------             ------
REALIZED/UNREALIZED GAINS (LOSSES) FROM
  INVESTMENTS:
Net realized gains (losses) from
  investment transactions..............       2,810          1,435             106                 89
Net change in unrealized appreciation
  (depreciation) from investments......       9,935         11,621           2,607              3,389
                                            -------        -------          ------             ------
Net realized/unrealized gains from
  investments..........................      12,745         13,056           2,713              3,478
                                            -------        -------          ------             ------
Change in net assets resulting from
  operations...........................     $24,110        $26,759          $5,895             $7,793
                                            =======        =======          ======             ======
</TABLE>
 
See notes to financial statements.
 
                                       63

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS              FOR THE SIX MONTHS ENDED DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
                                                    LOUISIANA        WEST VIRGINIA         ARIZONA
                                                  MUNICIPAL BOND     MUNICIPAL BOND     MUNICIPAL BOND
                                                       FUND               FUND               FUND
                                                 ----------------   ----------------   ----------------
<S>                                              <C>                <C>                <C>
INVESTMENT INCOME:
Interest income................................       $4,357             $2,792            $ 7,058
Dividend income................................            5                 22                 31
                                                      ------             ------            -------
Total Income...................................        4,362              2,814              7,089
                                                      ------             ------            -------
EXPENSES:
Investment advisory fees.......................          480                229                587
Administration fees............................          131                 83                214
12b-1 fees (Class A)...........................           87                  1                  2
12b-1 fees (Class B)...........................           20                  4                 --
Custodian and accounting fees..................            6                 16                 28
Legal and audit fees...........................            3                  1                  5
Trustees' fees and expenses....................            1                 --                  2
Transfer agent fees............................           19                 27                 36
Registration and filing fees...................            9                 16                 24
Printing costs.................................           12                  1                  5
Other..........................................           --                  2                  6
                                                      ------             ------            -------
Total expenses before waivers..................          768                380                909
Less waivers...................................         (211)               (73)              (132)
                                                      ------             ------            -------
Net Expenses...................................          557                307                777
                                                      ------             ------            -------
Net Investment Income..........................        3,805              2,507              6,312
                                                      ------             ------            -------
REALIZED/UNREALIZED GAINS (LOSSES) FROM
  INVESTMENTS:
Net realized gains (losses) from investment
  transactions.................................          332                 61              1,540
Net change in unrealized appreciation
  (depreciation) from investments..............        2,791              2,270              3,804
                                                      ------             ------            -------
Net realized/unrealized gains from
  investments..................................        3,123              2,331              5,344
                                                      ------             ------            -------
Change in net assets resulting from
  operations...................................       $6,928             $4,838            $11,656
                                                      ======             ======            =======
</TABLE>
 
See notes to financial statements.
 
                                       64

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
(Amounts in Thousands)
 
<TABLE>
<CAPTION>
                                                       INTERMEDIATE                MUNICIPAL                 KENTUCKY
                                                       TAX-FREE BOND                INCOME                MUNICIPAL BOND
                                                           FUND                      FUND                      FUND
                                                  -----------------------   -----------------------   -----------------------
<S>                                               <C>            <C>        <C>            <C>        <C>            <C>
                                                   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,
                                                      1997         1997         1997         1997         1997         1997
                                                    --------     --------     --------     --------     --------     --------
                                                  (UNAUDITED)               (UNAUDITED)               (UNAUDITED)
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
    Net investment income.......................    $ 11,365     $16,901      $ 13,703     $20,002      $  3,182     $  3,914
    Net realized gains (losses) from investment
      transactions..............................       2,810       1,738         1,435        (530)          106           16
    Net change in unrealized appreciation
      (depreciation) from investments...........       9,935       5,870        11,621       7,608         2,607        1,197
                                                    --------     --------     --------     --------     --------     --------
Change in net assets resulting from
  operations....................................      24,110      24,509        26,759      27,080         5,895        5,127
                                                    --------     --------     --------     --------     --------     --------
DISTRIBUTIONS TO FIDUCIARY SHAREHOLDERS:
    From net investment income..................     (11,068)    (16,473)      (11,473)    (17,054)       (2,988)      (3,488)
    From net realized gains from investment
      transactions..............................      (3,217)       (414)           --          --            --           --
DISTRIBUTIONS TO CLASS A SHAREHOLDERS:
    From net investment income..................        (217)       (322)       (1,357)     (1,627)         (135)        (346)
    From net realized gains from investment
      transactions..............................         (68)        (11)           --          --            --           --
DISTRIBUTIONS TO CLASS B SHAREHOLDERS:
    From net investment income..................         (79)       (106)         (869)     (1,321)          (59)         (80)
    From net realized gains from investment
      transactions..............................         (31)         (4)           --          --            --           --
DISTRIBUTIONS TO CLASS C SHAREHOLDERS:
    From net investment income..................          --          --            (4)         --            --           --
                                                    --------     --------     --------     --------     --------     --------
Change in net assets from shareholder
  distributions.................................     (14,680)    (17,330)      (13,703)    (20,002)       (3,182)      (3,914)
                                                    --------     --------     --------     --------     --------     --------
CAPITAL TRANSACTIONS:
    Proceeds from shares issued.................      57,109     103,061       137,310     194,651        14,061       19,089
    Proceeds from shares issued in conversion...          --     182,568        46,179      55,269            --       78,683
    Dividends reinvested........................       2,483         603         1,566       2,256           140          244
    Cost of shares redeemed.....................     (43,522)    (56,820)      (46,331)    (62,696)      (10,548)     (14,381)
                                                    --------     --------     --------     --------     --------     --------
Change in net assets from share transactions....      16,070     229,412       138,724     189,480         3,653       83,635
                                                    --------     --------     --------     --------     --------     --------
Change in net assets............................      25,500     236,591       151,780     196,558         6,366       84,848
NET ASSETS:
    Beginning of period.........................     462,853     226,262       486,664     290,106       124,783       39,935
                                                    --------     --------     --------     --------     --------     --------
    End of period...............................    $488,353     $462,853     $638,444     $486,664     $131,149     $124,783
                                                    ========     ========     ========     ========     ========     ========
SHARE TRANSACTIONS:
    Issued......................................       5,167       9,528        13,772      19,945         1,366        1,892
    Issued in conversion........................          --      16,858         4,581       5,680            --        7,752
    Reinvested..................................         223          56           157         231            13           24
    Redeemed....................................      (3,937)     (5,252)       (4,645)     (6,436)       (1,024)      (1,415)
                                                    --------     --------     --------     --------     --------     --------
Change in shares................................       1,453      21,190        13,865      19,420           355        8,253
                                                    ========     ========     ========     ========     ========     ========
Undistributed net investment income included in
  net assets:
    End of period...............................    $    234     $   233      $     18     $    18      $     --     $     --
                                                    ========     ========     ========     ========     ========     ========
</TABLE>
 
See notes to financial statements.
 
                                       65

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
(Amounts in Thousands)
 
<TABLE>
<CAPTION>
                                                                       OHIO                    LOUISIANA
                                                                  MUNICIPAL BOND            MUNICIPAL BOND
                                                                       FUND                      FUND
                                                              -----------------------   -----------------------
<S>                                                           <C>            <C>        <C>            <C>
                                                               SIX MONTHS      YEAR      SIX MONTHS      YEAR
                                                                 ENDED        ENDED        ENDED        ENDED
                                                                JUNE 30,     JUNE 30,   DECEMBER 31,   JUNE 30,
                                                                  1997         1997         1997         1997
                                                                --------     --------     --------     --------
                                                              (UNAUDITED)               (UNAUDITED)
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
    Net investment income...................................    $  4,315     $ 6,661      $  3,805     $  8,667
    Net realized gains (losses) from investment
      transactions..........................................          89        (175)          332          (79)
    Net change in unrealized appreciation (depreciation)
      from investments......................................       3,389       2,389         2,791        3,224
                                                                --------     --------     --------     --------
Change in net assets resulting from operations..............       7,793       8,875         6,928       11,812
                                                                --------     --------     --------     --------
DISTRIBUTIONS TO FIDUCIARY SHAREHOLDERS:
    From net investment income..............................      (3,582)     (5,336)       (2,571)      (6,174)
DISTRIBUTIONS TO CLASS A SHAREHOLDERS:
    From net investment income..............................        (389)       (810)       (1,154)      (2,349)
DISTRIBUTIONS TO CLASS B SHAREHOLDERS:
    From net investment income..............................        (344)       (515)          (80)        (144)
                                                                --------     --------     --------     --------
Change in net assets from shareholder distributions.........      (4,315)     (6,661)       (3,805)      (8,667)
                                                                --------     --------     --------     --------
CAPITAL TRANSACTIONS:
    Proceeds from shares issued.............................      25,945      39,896         7,525       10,148
    Proceeds from shares issued in conversion...............          --      39,137            --           --
    Dividends reinvested....................................         583       1,160           795        1,612
    Cost of shares redeemed.................................     (15,274)    (24,777)      (21,164)     (41,977)
                                                                --------     --------     --------     --------
Change in net assets from share transactions................      11,254      55,416       (12,844)     (30,217)
                                                                --------     --------     --------     --------
Change in net assets........................................      14,732      57,630        (9,721)     (27,072)
NET ASSETS:
    Beginning of period.....................................     163,602     105,972       165,671      192,743
                                                                --------     --------     --------     --------
    End of period...........................................    $178,334     $163,602     $155,950     $165,671
                                                                ========     ========     ========     ========
SHARE TRANSACTIONS:
    Issued..................................................       2,361       3,691           740        1,013
    Issued in conversion....................................          --       3,617            --           --
    Reinvested..............................................          52         107            77          161
    Redeemed................................................      (1,388)     (2,289)       (2,076)      (4,190)
                                                                --------     --------     --------     --------
Change in shares............................................       1,025       5,126        (1,259)      (3,016)
                                                                ========     ========     ========     ========
Undistributed net investment income included in net assets:
    End of period...........................................    $      5     $     5      $     --     $     --
                                                                ========     ========     ========     ========
</TABLE>
 
See notes to financial statements.
 
                                       66

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
(Amounts in Thousands)
 
<TABLE>
<CAPTION>
                                                              WEST VIRGINIA                   ARIZONA
                                                              MUNICIPAL BOND               MUNICIPAL BOND
                                                                   FUND                         FUND
                                                        --------------------------   --------------------------
<S>                                                     <C>            <C>           <C>            <C>
                                                         SIX MONTHS    JANUARY 17,    SIX MONTHS    JANUARY 17,
                                                                          1997                         1997
                                                           ENDED         THROUGH        ENDED         THROUGH
                                                        DECEMBER 31,    JUNE 30,     DECEMBER 31,    JUNE 30,
                                                            1997         1997(A)         1997        1997 (A)
                                                          --------      --------       --------      --------
                                                        (UNAUDITED)                  (UNAUDITED)
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
    Net investment income.............................    $  2,507      $  2,113       $  6,312      $  5,890
    Net realized gains (losses) from investment
      transactions....................................          61           (28)         1,540           982
    Net change in unrealized appreciation
      (depreciation) from investments.................       2,270           627          3,804           511
                                                          --------      --------       --------      --------
Change in net assets resulting from operations........       4,838         2,712         11,656         7,383
                                                          --------      --------       --------      --------
DISTRIBUTIONS TO FIDUCIARY SHAREHOLDERS:
    From net investment income........................      (2,470)       (2,097)        (6,285)       (5,879)
    From net realized gains from investment
      transactions....................................         (33)           --         (1,813)           --
DISTRIBUTIONS TO CLASS A SHAREHOLDERS:
    From net investment income........................         (20)          (11)           (27)          (11)
    From net realized gains from investment
      transactions....................................          --            --             (7)           --
DISTRIBUTIONS TO CLASS B SHAREHOLDERS:
    From net investment income........................         (17)           (5)            --            --
    From net realized gains from investment
      transactions....................................          --            --             --            --
                                                          --------      --------       --------      --------
Change in net assets from shareholder distributions...      (2,540)       (2,113)        (8,132)       (5,890)
                                                          --------      --------       --------      --------
CAPITAL TRANSACTIONS:
    Proceeds from shares issued.......................      13,042        10,842         17,620        11,134
    Proceeds from shares issued in conversion.........          --        91,179             --       263,882
    Dividends reinvested..............................          56             9             29             5
    Cost of shares redeemed...........................      (8,157)       (4,937)       (19,414)      (19,259)
                                                          --------      --------       --------      --------
Change in net assets from share transactions..........       4,941        97,093         (1,765)      255,762
                                                          --------      --------       --------      --------
Change in net assets..................................       7,239        97,692          1,759       257,255
NET ASSETS:
    Beginning of period...............................      97,692            --        257,255            --
                                                          --------      --------       --------      --------
    End of period.....................................    $104,931      $ 97,692       $259,014      $257,255
                                                          ========      ========       ========      ========
SHARE TRANSACTIONS:
    Issued............................................       1,281         1,081          1,736         1,116
    Issued in conversion..............................          --         9,118             --        26,388
    Reinvested........................................           6             1              3             1
    Redeemed..........................................        (803)         (492)        (1,914)       (1,930)
                                                          --------      --------       --------      --------
Change in shares......................................         484         9,708           (175)       25,575
                                                          ========      ========       ========      ========
Undistributed net investment income included in net
  assets:
    End of period.....................................    $     --      $     --       $     --      $     --
                                                          ========      ========       ========      ========
</TABLE>
 
- ------------
 
(a) Period from commencement of operations.
 
See notes to financial statements.
 
                                       67
<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS                                  DECEMBER 31, 1997
(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 accompanying financial
   statements and financial highlights are those of the Intermediate Tax-Free
   Bond Fund, the Municipal Income Fund, the Kentucky Municipal Bond Fund, the
   Ohio Municipal Bond Fund, the Louisiana Municipal Bond Fund, the Arizona
   Municipal Bond Fund, and the West Virginia Municipal Bond Fund (individually
   a "Fund", collectively the "Funds") only. Each Fund is a non-diversified
   mutual fund, except for the Intermediate Tax-Free Bond Fund and the Municipal
   Income Fund, which are diversified.
 
   The Funds' investment objectives are as follows:
 
<TABLE>
<CAPTION>
                 FUND                                               OBJECTIVE
                 ----                                               ---------
   <S>                                     <C>
   Intermediate Tax-Free Bond Fund         Current income exempt from Federal income taxes consistent
                                            with prudent investment management and the preservation of
                                            capital.
   Municipal Income Fund                   Current income exempt from Federal income taxes.
   Kentucky Municipal Bond Fund            Current income exempt from Federal income tax and Kentucky
                                            personal income tax consistent with the preservation of
                                            principal.
   Ohio Municipal Bond Fund                Current income exempt from Federal income tax and Ohio
                                            personal income tax consistent with the preservation of
                                            principal.
   Louisiana Municipal Bond Fund           Current income both consistent with the preservation of
                                            principal and exempt from Federal income tax and Louisiana
                                            income tax.
   Arizona Municipal Bond Fund             Current income exempt from Federal income tax and Arizona
                                            income tax consistent with the preservation of principal.
   West Virginia Municipal Bond Fund       Current income exempt from Federal income tax and West
                                            Virginia income tax consistent with the preservation of
                                            principal.
</TABLE>
 
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. 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.
 
       SECURITY VALUATION
 
   Debt securities (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 Fair Value Committee, which is comprised of members from Banc One
   Investment Advisors Corporation (the "Advisor") and the The One Group
   Services Company (the "Administrator"), under the direction of the Board of
   Trustees.
 
Continued
 
                                       68
<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1997
(Unaudited)
 
       REPURCHASE AGREEMENTS
 
   The Funds may invest in repurchase agreements with institutions that are
   deemed by the Advisor to be of good standing and creditworthy under
   guidelines established by the Board of Trustees. Each repurchase agreement is
   recorded at cost. The Fund requires that the securities purchased in a
   repurchase agreement 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. Repurchase agreements are considered to be
   loans by a fund under the 1940 Act.
 
       WRITTEN OPTIONS
 
   The Funds may write covered call or secured 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 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 or the difference between the current sales price and the lower
   forward price for the future purchase.
 
       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 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
   Advisor to be of good standing and creditworthy under guidelines established
   by the Board of Trustees and when, in the judgment of the Advisor, the
   consideration which can be earned currently from such securities loans
   justifies the attendant
 
Continued
 
                                       69
<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1997
(Unaudited)
 
   risks. 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, 1997 the Funds had no securities on loan.
 
       SECURITY TRANSACTIONS AND RELATED INCOME
 
   Security transactions are accounted for on a trade date basis. Net realized
   gains or losses from 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 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 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 mortgage-backed securities, expiring capital loss
   carryforwards, and deferrals of certain losses. Permanent book and tax basis
   differences have been reclassified among the components of net assets.
 
       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 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.
 
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. The Trust is registered to offer forty
   series and five classes of shares: Fiduciary Class, Class A, Class B, Class C
   and Service. Currently, the Trust consists of thirty-three active Funds. The
   Funds are each authorized to issue Fiduciary Class, Class A, Class B, and
   Class C Shares. Class A Shares are subject to initial sales charges, imposed
   at the time of purchase, in accordance with the Funds' prospectus. Certain
   redemptions of Class B and Class C Shares are subject to contingent deferred
   sales charges in accordance with the Funds' prospectus. As of December 31,
   1997, there were no shareholders in Class C of the Funds except for the
   Municipal Income Fund. 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, 1997 and June
   30, 1997:
 
Continued
 
                                       70
<PAGE>
 
   -----------------------------------------------------------------------------
   The One Group Family of Mutual Funds
 
   -----------------------------------------------------------------------------
   NOTES TO FINANCIAL STATEMENTS                               DECEMBER 31, 1997
   (Amounts in Thousands)
 
<TABLE>
<CAPTION>
                                            INTERMEDIATE TAX-FREE         MUNICIPAL INCOME           KENTUCKY MUNICIPAL
                                                  BOND FUND                     FUND                      BOND FUND
                                          -------------------------   -------------------------   -------------------------
                                           SIX MONTHS                  SIX MONTHS                  SIX MONTHS
                                             ENDED       YEAR ENDED      ENDED       YEAR ENDED      ENDED       YEAR ENDED
                                          DECEMBER 31,    JUNE 30,    DECEMBER 31,    JUNE 30,    DECEMBER 31,    JUNE 30,
                                              1997          1997          1997          1997          1997          1997
                                          ------------   ----------   ------------   ----------   ------------   ----------
                                          (UNAUDITED)                 (UNAUDITED)                 (UNAUDITED)
<S>                                       <C>            <C>          <C>            <C>          <C>            <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
  Proceeds from shares issued...........    $53,215       $ 98,433      $ 92,923      $155,470      $ 12,769      $ 17,564
  Proceeds from shares issued in
    conversion..........................         --        182,568        46,179        55,269            --        78,683
  Dividends reinvested..................      2,177            267            19           198             1            11
  Cost of shares redeemed...............    (41,870)       (54,356)      (36,291)      (49,425)      (10,106)      (10,777)
                                            -------       --------      --------      --------      --------      --------
  Change in net assets from Fiduciary
    Share transactions..................    $13,522       $226,912      $102,830      $161,512      $  2,664      $ 85,481
                                            =======       ========      ========      ========      ========      ========
CLASS A SHARES:
  Proceeds from shares issued...........    $ 2,559       $  2,964      $ 34,091      $ 24,091      $    460      $    425
  Dividends reinvested..................        215            245           957         1,160           106           191
  Cost of shares redeemed...............     (1,459)        (1,518)       (7,839)       (9,801)         (351)       (3,370)
                                            -------       --------      --------      --------      --------      --------
  Change in net assets from Class A
    Share transactions..................    $ 1,315       $  1,691      $ 27,209      $ 15,450      $    215      $ (2,754)
                                            =======       ========      ========      ========      ========      ========
CLASS B SHARES:
  Proceeds from shares issued...........    $ 1,335       $  1,664      $  9,477      $ 15,090      $    832      $  1,100
  Dividends reinvested..................         91             91           589           898            33            42
  Cost of shares redeemed...............       (193)          (946)       (2,201)       (3,470)          (91)         (234)
                                            -------       --------      --------      --------      --------      --------
  Change in net assets from Class B
    Share transactions..................    $ 1,233       $    809      $  7,865      $ 12,518      $    774      $    908
                                            =======       ========      ========      ========      ========      ========
CLASS C SHARES:
  Proceeds from shares issued...........                                $    819
  Dividends reinvested..................                                       1
  Cost of shares redeemed...............                                      --
                                                                        ========
  Change in net assets from Class C
    Shares transactions.................                                $    820
                                                                        ========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
  Issued................................      4,813          9,103         9,326        15,939         1,239         1,740
  Issued in conversion..................         --         16,858         4,581         5,680            --         7,752
  Reinvested............................        196             25             2            20            --             1
  Redeemed..............................     (3,788)        (5,024)       (3,639)       (5,078)         (981)       (1,061)
                                            -------       --------      --------      --------      --------      --------
  Change in Fiduciary Shares............      1,221         20,962        10,270        16,561           258         8,432
                                            =======       ========      ========      ========      ========      ========
CLASS A SHARES:
  Issued................................        233            272         3,411         2,459            45            42
  Reinvested............................         19             23            96           119            10            19
  Redeemed..............................       (132)          (141)         (785)       (1,002)          (34)         (331)
                                            -------       --------      --------      --------      --------      --------
  Change in Class A Shares..............        120            154         2,722         1,576            21          (270)
                                            =======       ========      ========      ========      ========      ========
CLASS B SHARES:
  Issued................................        121            153           953         1,547            82           110
  Reinvested............................          8              8            59            92             3             4
  Redeemed..............................        (17)           (87)         (221)         (356)           (9)          (23)
                                            -------       --------      --------      --------      --------      --------
  Change in Class B Shares..............        112             74           791         1,283            76            91
                                            =======       ========      ========      ========      ========      ========
CLASS C SHARES:
  Issued................................                                      82
  Reinvested............................                                      --(a)
  Redeemed..............................                                      --
                                                                        ========
  Change in Class C Shares..............                                      82
                                                                        ========
</TABLE>
 
- ------------
 
(a) Amount less than $1,000.
 
Continued
 
                                       71

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1997
(Amounts in Thousands)
 
<TABLE>
<CAPTION>
                                                                  OHIO MUNICIPAL          LOUISIANA MUNICIPAL
                                                                     BOND FUND                 BOND FUND
                                                              -----------------------   -----------------------
                                                               SIX MONTHS      YEAR      SIX MONTHS      YEAR
                                                                 ENDED        ENDED        ENDED        ENDED
                                                              DECEMBER 31,   JUNE 30,   DECEMBER 31,   JUNE 30,
                                                                  1997         1997         1997         1997
                                                              ------------   --------   ------------   --------
                                                              (UNAUDITED)               (UNAUDITED)
<S>                                                           <C>            <C>        <C>            <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
  Proceeds from shares issued...............................    $ 18,926     $28,385      $  3,255     $  5,386
  Proceeds issued in conversion.............................          --      39,137            --           --
  Dividends reinvested......................................          22          93             2           --
  Cost of shares redeemed...................................     (11,179)    (16,829)      (15,899)     (30,290)
                                                                --------     --------     --------     --------
  Change in net assets from Fiduciary Share transactions....    $  7,769     $50,786      $(12,642)    $(24,904)
                                                                ========     ========     ========     ========
CLASS A SHARES:
  Proceeds from shares issued...............................    $  2,119     $ 5,044      $  3,711     $  4,042
  Dividends reinvested......................................         311         675           740        1,510
  Cost of shares redeemed...................................      (2,516)     (6,371)       (4,813)     (11,414)
                                                                --------     --------     --------     --------
  Change in net assets from Class A Share transactions......    $    (86)    $  (652)     $   (362)    $ (5,862)
                                                                ========     ========     ========     ========
CLASS B SHARES:
  Proceeds from shares issued...............................    $  4,900     $ 6,467      $    559     $    720
  Dividends reinvested......................................         250         392            53          102
  Cost of shares redeemed...................................      (1,579)     (1,577)         (452)        (273)
                                                                --------     --------     --------     --------
  Change in net assets from Class B Share transactions......    $  3,571     $ 5,282      $    160     $    549
                                                                ========     ========     ========     ========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
  Issued....................................................       1,726       2,635           320          538
  Issued in conversion......................................          --       3,617            --           --
  Reinvested................................................           2           9            --           --
  Redeemed..................................................      (1,017)     (1,556)       (1,559)      (3,023)
                                                                --------     --------     --------     --------
  Change in Fiduciary Shares................................         711       4,705        (1,239)      (2,485)
                                                                ========     ========     ========     ========
CLASS A SHARES:
  Issued....................................................         193         464           365          403
  Reinvested................................................          28          62            72          151
  Redeemed..................................................        (229)       (588)         (472)      (1,140)
                                                                --------     --------     --------     --------
  Change in Class A Shares..................................          (8)        (62)          (35)        (586)
                                                                ========     ========     ========     ========
CLASS B SHARES:
  Issued....................................................         442         592            55           72
  Reinvested................................................          22          36             5           10
  Redeemed..................................................        (142)       (145)          (45)         (27)
                                                                --------     --------     --------     --------
  Change in Class B Shares..................................         322         483            15           55
                                                                ========     ========     ========     ========
</TABLE>
 
Continued
 
                                       72

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1997
(Amounts in Thousands)
 
<TABLE>
<CAPTION>
                                       WEST VIRGINIA MUNICIPAL BOND FUND          ARIZONA MUNICIPAL BOND FUND
                                     -------------------------------------   -------------------------------------
                                                         JANUARY 17, 1997                        JANUARY 17, 1997
                                     SIX MONTHS ENDED         THROUGH        SIX MONTHS ENDED         THROUGH
                                       DECEMBER 31,          JUNE 30,          DECEMBER 31,          JUNE 30,
                                           1997               1997(A)              1997               1997(A)
                                     -----------------   -----------------   -----------------   -----------------
                                        (UNAUDITED)                             (UNAUDITED)
<S>                                  <C>                 <C>                 <C>                 <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
  Proceeds from shares issued......       $12,615             $ 9,442            $ 16,928            $  9,187
  Proceeds from shares issued in
    conversion.....................            --              91,179                  --             263,882
  Dividends reinvested.............            27                  --(b)               --                  --
  Cost of shares redeemed..........        (8,156)             (4,937)            (18,110)            (18,791)
                                          -------             -------            --------            --------
  Change in net assets from
    Fiduciary Share transactions...       $ 4,486             $95,684              (1,182)           $254,278
                                          =======             =======            ========            ========
CLASS A SHARES:
  Proceeds from shares issued......       $     2             $   795            $    692            $  1,947
  Dividends reinvested.............            20                   7                  29                   5
  Cost of shares redeemed..........            --                  --              (1,304)               (468)
                                          -------             -------            --------            --------
  Change in net assets from Class A
    Share transactions.............       $    22             $   802            $   (583)           $  1,484
                                          =======             =======            ========            ========
CLASS B SHARES:
  Proceeds from shares issued......       $   425             $   605            $     --            $     --(b)
  Dividends reinvested.............             9                   2                  --                  --
  Cost of shares redeemed..........            (1)                 --                  --                  --
                                          -------             -------            --------            --------
  Change in net assets from Class B
    Share transactions.............       $   433             $   607            $     --            $     --(b)
                                          =======             =======            ========            ========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
  Issued...........................         1,240                 941               1,667                 920
  Issued in conversion.............            --               9,118                  --              26,388
  Reinvested.......................             3                   1                  --                  --
  Redeemed.........................          (803)               (492)             (1,784)             (1,883)
                                          -------             -------            --------            --------
  Change in Fiduciary Shares.......           440               9,568                (117)             25,425
                                          =======             =======            ========            ========
CLASS A SHARES:
  Issued...........................            --(b)               79                  69                 196
  Reinvested.......................             2                  --                   3                   1
  Redeemed.........................            --                  --                (130)                (47)
                                          -------             -------            --------            --------
  Change in Class A Shares.........             2                  79                 (58)                150
                                          =======             =======            ========            ========
CLASS B SHARES:
  Issued...........................            41                  61                  --                  --(b)
  Reinvested.......................             1                  --                  --                  --
  Redeemed.........................            --(b)               --                  --                  --
                                          -------             -------            --------            --------
  Change in Class B Shares.........            42                  61                  --                  --(b)
                                          =======             =======            ========            ========
</TABLE>
 
- ------------
 
(a) Period from commencement of operations.
 
(b) Amount is less than 1,000.
 
Continued
 
                                       73
<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1997
(Unaudited)
 
4. INVESTMENT ADVISORY, ADMINISTRATIVE, AND DISTRIBUTION AGREEMENTS:
 
   The Trust and 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
   net assets: 0.60% of the Intermediate Tax-Free Bond Fund, the Ohio Municipal
   Bond Fund and the Louisiana Municipal Bond Fund; and 0.45% of the Municipal
   Income Fund, the Kentucky Municipal Bond Fund, the Arizona Municipal Bond
   Fund and the West Virginia Municipal Bond Fund.
 
   The Trust and the Administrator, a wholly-owned subsidiary of The BISYS
   Group, Inc., are parties to an administrative agreement under which the
   Administrator provides services for a fee that is computed daily and paid
   monthly, at an annual rate of 0.20% on the first $1.5 billion of Trust net
   assets (excluding the Investor Growth Fund, the Investor Growth & Income
   Fund, the Investor Conservative Fund , and the Investor Balanced Fund, the
   "Investor Funds" and 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 Investor Funds and the
   Institutional Money Market Funds); and 0.16% of Trust net assets (excluding
   the Investor Funds and the Institutional Money Market Funds) over $2 billion.
   The Advisor also serves as Sub-Administrator to each fund of the Trust,
   pursuant to an agreement between the Administrator and the Advisor. Pursuant
   to this agreement, the Advisor performs many of the Administrator's duties,
   for which the Advisor receives a fee paid by the Administrator.
 
   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, Class B, and Class C Shares are subject to
   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
   and Class C Shares of each of the Funds. Currently, the Distributor has
   voluntarily agreed to limit payments under the Plans to 0.25%, 0.90% and
   0.90% of average daily net assets of the Class A, Class B and Class C
   Shares, respectively, 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 Plans
   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 Advisor), 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. For the six
   months ended December 31, 1997, the Distributor received $684,478 from
   commissions earned on sales of Class A Shares and redemptions of Class B and
   Class C Shares, of which the Distributor reallowed $684,217 to affiliated
   broker/dealers of the Funds.
 
   Certain officers of the Trust are affiliated with the Administrator. Such
   officers receive no compensation from the Funds for serving in their
   respective roles.
 
Continued
 
                                       74

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1997
(Unaudited)
 
   The Advisor, the Administrator and the Distributor voluntarily agreed to
   waive a portion of their fees. For the six months ended December 31, 1997,
   fees in the following amounts were waived (amounts in thousands):
 
<TABLE>
<CAPTION>
                                                                                       12B-1 FEES
                                                  INVESTMENT                             WAIVED
                                                 ADVISORY FEES   ADMINISTRATION    -------------------
                                                    WAIVED         FEES WAIVED     CLASS A    CLASS B
                                                 -------------   ---------------   --------   --------
   <S>                                           <C>             <C>               <C>        <C>
   Intermediate Tax-Free Bond Fund.............      $506              $--           $ 5        $ 2
   Municipal Income Fund.......................       272               --            28         20
   Kentucky Municipal Bond Fund................        58               --             3          1
   Ohio Municipal Bond Fund....................       254               --             8          8
   Louisiana Municipal Bond Fund...............       184               --            25          2
   West Virginia Municipal Bond Fund...........        61               12            --         --
   Arizona Municipal Bond Fund.................       103               28             1         --
</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, 1997 were as follows (amounts in thousands):
 
<TABLE>
<CAPTION>
                                                        PURCHASES    SALES
                                                        ---------   --------
<S>                                                     <C>         <C>
Intermediate Tax-Free Bond Fund.......................  $306,729    $273,836
Municipal Income Fund.................................   306,790     201,514
Kentucky Municipal Bond Fund..........................     8,955       6,307
Ohio Municipal Bond Fund..............................    25,364      10,936
Louisiana Municipal Bond Fund.........................     6,682      17,007
West Virginia Municipal Bond Fund.....................    15,110       8,613
Arizona Municipal Bond Fund...........................    23,439      29,041
</TABLE>
 
6. FINANCIAL INSTRUMENTS:
 
   Investing in financial instruments such as written options, futures,
   structured notes and indexed securities involves risks 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 fluctuation in
   securities.
 
7. CONCENTRATION OF CREDIT RISK:
 
   The Kentucky, Ohio, Louisiana, Arizona and West Virginia 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 state's specific
   municipal securities than are municipal bond funds that are not concentrated
   in these issuers to the same extent.
 
8. CONVERSION OF COMMON TRUST FUNDS:
 
   On December 19, 1997, the net assets of certain common trust funds managed by
   the Advisor were exchanged in a tax-free conversion for shares of the
   corresponding One Group Funds. The transaction was accounted for by a method
   followed for tax purposes in a tax-free business combination. The following
   is a summary of shares
 
Continued
 
                                       75

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                       DECEMBER 31, 1997
(Unaudited)
 
   issued, net assets converted, net asset value per share issued and unrealized
   appreciation of assets acquired as of the conversion date (amounts in
   thousands except per share amounts):
 
<TABLE>
<CAPTION>
                                                                                    NET ASSET
                                                                     NET ASSETS     VALUE PER      UNREALIZED
                                                            SHARES    ACQUIRED    SHARE ISSUED    APPRECIATION
                                                            ------   ----------   -------------   ------------
           <S>                                              <C>      <C>          <C>             <C>
           Municipal Income Fund..........................   4,581    $ 46,179       $10.08         $ 1,820
</TABLE>
 
   On January 20, 1997, the net assets of certain common trust funds managed by
   the Advisor were exchanged in a tax-free conversion for shares of the
   corresponding One Group Funds. The transaction was accounted for by a method
   followed for tax purposes in a tax-free business combination. The following
   is a summary of shares issued, net assets converted, net asset value per
   share issued and unrealized appreciation of assets acquired as of the
   conversion date (amounts in thousands except per share amounts):
 
<TABLE>
<CAPTION>
                                                                                 NET ASSET
                                                                  NET ASSETS     VALUE PER      UNREALIZED
                                                         SHARES    ACQUIRED    SHARE ISSUED    APPRECIATION
                                                         ------   ----------   -------------   ------------
   <S>                                                   <C>      <C>          <C>             <C>
   Intermediate Tax-Free Bond Fund.....................  16,858    $182,568       $10.83         $ 7,412
   Municipal Income Fund...............................   5,680      55,269         9.73           1,784
   Kentucky Municipal Bond Fund........................   7,752      78,683        10.15           4,545
   Ohio Municipal Bond Fund............................   3,617      39,137        10.82           2,826
   West Virginia Municipal Bond Fund...................   9,118      91,179        10.00           3,886
   Arizona Municipal Bond Fund.........................  26,388     263,882        10.00          12,118
</TABLE>
 
Continued
 
                                       76

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                  INTERMEDIATE TAX-FREE BOND FUND
                                        ------------------------------------------------------------------------------------
                                                                             FIDUCIARY
                                        ------------------------------------------------------------------------------------
                                         SIX MONTHS
                                            ENDED                                 YEAR ENDED JUNE 30,
                                        DECEMBER 31,        ----------------------------------------------------------------
                                            1997              1997          1996          1995          1994          1993
                                        -------------       --------      --------      --------      --------      --------
                                         (UNAUDITED)
<S>                                     <C>                 <C>           <C>           <C>           <C>           <C>
NET ASSET VALUE, BEGINNING OF
  PERIOD............................      $  10.92          $  10.67      $  10.64      $  10.49      $  11.15      $  10.69
                                          --------          --------      --------      --------      --------      --------
Investment Activities:
  Net investment income.............          0.26              0.54          0.52          0.54          0.52          0.53
  Net realized and unrealized gains
    (losses) from investments.......          0.30              0.27          0.04          0.15         (0.52)         0.49
                                          --------          --------      --------      --------      --------      --------
    Total from Investment
       Activities...................          0.56              0.81          0.56          0.69          0.00          1.02
                                          --------          --------      --------      --------      --------      --------
Distributions:
  Net investment income.............         (0.26)            (0.54)        (0.51)        (0.54)        (0.53)        (0.52)
  In excess of net investment
    income..........................            --                --            --            --         (0.01)           --
  Net realized gains................         (0.08)            (0.02)        (0.02)           --         (0.01)        (0.04)
  In excess of net realized gains...            --                --            --            --         (0.11)           --
                                          --------          --------      --------      --------      --------      --------
    Total Distributions.............         (0.34)            (0.56)        (0.53)        (0.54)        (0.66)        (0.56)
                                          --------          --------      --------      --------      --------      --------
NET ASSET VALUE, END OF PERIOD......      $  11.14          $  10.92      $  10.67      $  10.64      $  10.49      $  11.15
                                          ========          ========      ========      ========      ========      ========
Total Return........................          5.18%(a)          7.76%         5.39%         6.75%        (0.11)%        9.79%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period
    (000)...........................      $473,776          $451,089      $217,201      $211,229      $182,611      $166,489
  Ratio of expenses to average net
    assets..........................          0.60%(b)          0.58%         0.54%         0.53%         0.48%         0.54%
  Ratio of net investment income to
    average net assets..............          4.73%(b)          5.05%         4.87%         5.17%         4.78%         4.93%
  Ratio of expenses to average net
    assets *........................          0.81%(b)          0.81%         0.87%         0.88%         0.84%         0.94%
  Ratio of net investment income to
    average net assets *............          4.52%(b)          4.82%         4.54%         4.82%         4.42%         4.53%
  Portfolio turnover (c)............         57.29%            86.89%       111.58%       199.76%       105.98%        31.99%
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Not annualized.
(b) Annualized.
(c) 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.
 
                                       77

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                     INTERMEDIATE TAX-FREE BOND FUND
                                             -------------------------------------------------------------------------------
                                                                                 CLASS A
                                             -------------------------------------------------------------------------------
                                              SIX MONTHS
                                                 ENDED                               YEAR ENDED JUNE 30,
                                             DECEMBER 31,        -----------------------------------------------------------
                                                 1997             1997         1996         1995         1994         1993
                                             -------------       -------      -------      -------      -------      -------
                                              (UNAUDITED)
<S>                                          <C>                 <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD.....       $ 10.91          $ 10.67      $ 10.63      $ 10.48      $ 11.14      $ 10.69
                                                -------          -------      -------      -------      -------      -------
Investment Activities:
  Net investment income..................          0.25             0.51         0.50         0.51         0.50         0.55
  Net realized and unrealized gains
    (losses) from investments............          0.30             0.26         0.05         0.15        (0.52)        0.44
                                                -------          -------      -------      -------      -------      -------
    Total from Investment Activities.....          0.55             0.77         0.55         0.66        (0.02)        0.99
                                                -------          -------      -------      -------      -------      -------
Distributions:
  Net investment income..................         (0.25)           (0.51)       (0.49)       (0.49)       (0.52)       (0.50)
  In excess of net investment income.....            --               --           --        (0.02)       (0.01)          --
  Net realized gains.....................         (0.08)           (0.02)       (0.02)          --           --        (0.04)
  In excess of net realized gains........            --               --           --           --        (0.11)          --
                                                -------          -------      -------      -------      -------      -------
    Total Distributions..................         (0.33)           (0.53)       (0.51)       (0.51)       (0.64)       (0.54)
                                                -------          -------      -------      -------      -------      -------
NET ASSET VALUE, END OF PERIOD...........       $ 11.13          $ 10.91      $ 10.67      $ 10.63      $ 10.48      $ 11.14
                                                =======          =======      =======      =======      =======      =======
Total Return (Excludes Sales Charge).....          5.06%(a)         7.39%        5.28%        6.49%       (0.33)%       9.47%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)......       $ 9,958          $ 8,457      $ 6,622      $ 5,614      $ 5,556      $ 5,480
  Ratio of expenses to average net
    assets...............................          0.85%(b)         0.83%        0.79%        0.78%        0.73%        0.71%
  Ratio of net investment income to
    average net assets...................          4.48%(b)         4.75%        4.62%        4.91%        4.57%        4.77%
  Ratio of expenses to average net assets
    *....................................          1.16%(b)         1.15%        1.22%        1.23%        1.19%        1.27%
  Ratio of net investment income to
    average net assets *.................          4.17%(b)         4.43%        4.19%        4.46%        4.11%        4.21%
  Portfolio turnover (c).................         57.29%           86.89%      111.58%      199.76%      105.98%       31.99%
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Not annualized.
(b) Annualized.
(c) 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.
 
                                       78

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                        INTERMEDIATE TAX-FREE BOND FUND
                                                      -------------------------------------------------------------------
                                                                                    CLASS B
                                                      -------------------------------------------------------------------
                                                       SIX MONTHS
                                                          ENDED                         YEAR ENDED JUNE 30,
                                                      DECEMBER 31,        -----------------------------------------------
                                                          1997             1997         1996         1995        1994(A)
                                                      -------------       -------      -------      -------      --------
                                                       (UNAUDITED)
<S>                                                   <C>                 <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD..............       $ 10.93          $ 10.68      $ 10.65      $ 10.50      $ 11.18
                                                         -------          -------      -------      -------      -------
Investment Activities:
  Net investment income...........................          0.22             0.45         0.43         0.46         0.17
  Net realized and unrealized gains (losses) from
    investments...................................          0.30             0.27         0.04         0.14        (0.67)
                                                         -------          -------      -------      -------      -------
    Total from Investment Activities..............          0.52             0.72         0.47         0.60        (0.50)
                                                         -------          -------      -------      -------      -------
Distributions:
  Net investment income...........................         (0.22)           (0.45)       (0.42)       (0.45)       (0.17)
  Net realized gains..............................         (0.08)           (0.02)       (0.02)          --           --
  In excess of net realized gains.................            --               --           --           --        (0.01)
                                                         -------          -------      -------      -------      -------
    Total Distributions...........................         (0.30)           (0.47)       (0.44)       (0.45)       (0.18)
                                                         -------          -------      -------      -------      -------
NET ASSET VALUE, END OF PERIOD....................       $ 11.15          $ 10.93      $ 10.68      $ 10.65      $ 10.50
                                                         =======          =======      =======      =======      =======
Total Return (Excludes Sales Charge)..............          4.72%(b)         6.82%        4.48%        5.89%       (4.48)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...............       $ 4,619          $ 3,307      $ 2,439      $ 1,116      $   549
  Ratio of expenses to average net assets.........          1.50%(c)         1.47%        1.44%        1.43%        1.40%(c)
  Ratio of net investment income to average net
    assets........................................          3.82%(c)         4.09%        3.97%        4.29%        4.08%(c)
  Ratio of expenses to average net assets *.......          1.81%(c)         1.78%        1.87%        1.88%        1.85%(c)
  Ratio of net investment income to average net
    assets *......................................          3.51%(c)         3.78%        3.54%        3.84%        3.63%(c)
  Portfolio turnover (d)..........................         57.29%           86.89%      111.58%      199.76%      105.98%
</TABLE>
 
- ------------
 
 *  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 B Shares commenced offering on January 14, 1994.
(b) Not annualized.
(c) Annualized.
(d) 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.
 
                                       79

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                        MUNICIPAL INCOME FUND
                                         ------------------------------------------------------------------------------------
                                                                              FIDUCIARY
                                         ------------------------------------------------------------------------------------
                                          SIX MONTHS
                                             ENDED                                 YEAR ENDED JUNE 30,
                                         DECEMBER 31,        ----------------------------------------------------------------
                                             1997              1997          1996          1995          1994        1993(A)
                                         -------------       --------      --------      --------      --------      --------
                                          (UNAUDITED)
<S>                                      <C>                 <C>           <C>           <C>           <C>           <C>
NET ASSET VALUE, BEGINNING OF
  PERIOD.............................      $   9.84          $   9.66      $   9.69      $   9.66      $  10.11      $ 10.00
                                           --------          --------      --------      --------      --------      -------
Investment Activities:
  Net investment income..............          0.26              0.53          0.56          0.57          0.56         0.19
  Net realized and unrealized gains
    (losses) from investments........          0.25              0.18         (0.03)         0.03         (0.42)        0.11
                                           --------          --------      --------      --------      --------      -------
    Total from Investment
       Activities....................          0.51              0.71          0.53          0.60          0.14         0.30
                                           --------          --------      --------      --------      --------      -------
Distributions:
  Net investment income..............         (0.26)            (0.53)        (0.56)        (0.57)        (0.56)       (0.19)
  Net realized gains.................            --                --            --            --         (0.03)          --
                                           --------          --------      --------      --------      --------      -------
    Total Distributions..............         (0.26)            (0.53)        (0.56)        (0.57)        (0.59)       (0.19)
                                           --------          --------      --------      --------      --------      -------
NET ASSET VALUE, END OF PERIOD.......      $  10.09          $   9.84      $   9.66      $   9.69      $   9.66      $ 10.11
                                           ========          ========      ========      ========      ========      =======
Total Return.........................          5.11%(b)          7.49%         5.54%         6.46%         1.36%        5.18%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period
    (000)............................      $522,135          $408,577      $241,115      $185,916      $152,763      $40,777
  Ratio of expenses to average net
    assets...........................          0.57%(c)          0.57%         0.56%         0.56%         0.54%        0.54%(b)
  Ratio of net investment income to
    average net assets...............          5.13%(c)          5.38%         5.70%         6.02%         5.61%        5.66%(b)
  Ratio of expenses to average net
    assets *.........................          0.67%(c)          0.68%         0.76%         0.74%         0.71%        1.01%(b)
  Ratio of net investment income to
    average net assets *.............          5.03%(c)          5.27%         5.50%         5.84%         5.44%        5.19%(b)
  Portfolio turnover (d).............         39.31%            62.83%        83.17%        66.02%       101.48%       66.12%
</TABLE>
 
- ------------
 
 *  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 9, 1993.
(b) Not annualized.
(c) Annualized
(d) 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.
 
                                       80

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                          MUNICIPAL INCOME FUND
                                             --------------------------------------------------------------------------------
                                                                                 CLASS A
                                             --------------------------------------------------------------------------------
                                              SIX MONTHS
                                                 ENDED                               YEAR ENDED JUNE 30,
                                             DECEMBER 31,        ------------------------------------------------------------
                                                 1997             1997         1996         1995         1994        1993(A)
                                             -------------       -------      -------      -------      -------      --------
                                              (UNAUDITED)
<S>                                          <C>                 <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD.....       $  9.87          $  9.69      $  9.72      $  9.67      $ 10.12      $ 10.06
                                                -------          -------      -------      -------      -------      -------
Investment Activities:
  Net investment income..................          0.25             0.51         0.55         0.55         0.55         0.19
  Net realized and unrealized gains
    (losses) from investments............          0.24             0.18        (0.04)        0.05        (0.43)        0.05
                                                -------          -------      -------      -------      -------      -------
    Total from Investment Activities.....          0.49             0.69         0.51         0.60         0.12         0.24
                                                -------          -------      -------      -------      -------      -------
Distributions:
  Net investment income..................         (0.25)           (0.51)       (0.54)       (0.55)       (0.54)       (0.18)
  Net realized gains.....................            --               --           --           --        (0.03)          --
                                                -------          -------      -------      -------      -------      -------
    Total Distributions..................         (0.25)           (0.51)       (0.54)       (0.55)       (0.57)       (0.18)
                                                -------          -------      -------      -------      -------      -------
NET ASSET VALUE, END OF PERIOD...........       $ 10.11          $  9.87      $  9.69      $  9.72      $  9.67      $ 10.12
                                                =======          =======      =======      =======      =======      =======
Total Return (Excludes Sales Charge).....          4.99%(b)         7.24%        5.35%        6.21%        1.34%        6.86%(c)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)......       $70,372          $41,829      $25,787      $11,462      $10,725      $ 4,106
  Ratio of expenses to average net
    assets...............................          0.82%(c)         0.82%        0.81%        0.81%        0.79%        0.80%(c)
  Ratio of net investment income to
    average net assets...................          4.88%(c)         5.13%        5.45%        5.76%        5.44%        5.71%(c)
  Ratio of expenses to average net assets
    *....................................          1.02%(c)         1.03%        1.11%        1.09%        1.06%        1.36%(c)
  Ratio of net investment income to
    average net assets *.................          4.68%(c)         4.92%        5.15%        5.48%        5.17%        5.15%(c)
  Portfolio turnover (d).................         39.31%           62.83%       83.17%       66.02%      101.48%       66.12%
</TABLE>
 
- ------------
 
 *  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 23, 1993.
(b) Not annualized.
(c) Annualized.
(d) 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.
 
                                       81

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                             MUNICIPAL INCOME FUND
                                                      -------------------------------------------------------------------
                                                                                    CLASS B
                                                      -------------------------------------------------------------------
                                                       SIX MONTHS
                                                          ENDED                         YEAR ENDED JUNE 30,
                                                      DECEMBER 31,        -----------------------------------------------
                                                          1997             1997         1996         1995        1994(A)
                                                      -------------       -------      -------      -------      --------
                                                       (UNAUDITED)
<S>                                                   <C>                 <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD..............       $  9.84          $  9.66      $  9.69      $  9.62      $ 10.10
                                                         -------          -------      -------      -------      -------
Investment Activities:
  Net investment income...........................          0.21             0.44         0.47         0.49         0.24
  Net realized and unrealized gains (losses) from
    investments...................................          0.24             0.18        (0.03)        0.07        (0.48)
                                                         -------          -------      -------      -------      -------
    Total from Investment Activities..............          0.45             0.62         0.44         0.56        (0.24)
                                                         -------          -------      -------      -------      -------
Distributions:
  Net investment income...........................         (0.21)           (0.44)       (0.47)       (0.49)       (0.24)
                                                         -------          -------      -------      -------      -------
    Total Distributions...........................         (0.21)           (0.44)       (0.47)       (0.49)       (0.24)
                                                         -------          -------      -------      -------      -------
NET ASSET VALUE, END OF PERIOD....................       $ 10.08          $  9.84      $  9.66      $  9.69      $  9.62
                                                         =======          =======      =======      =======      =======
Total Return (Excludes Sales Charge)..............          4.65%(b)         6.55%        4.65%        5.58%       (1.98)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...............       $45,110          $36,258      $23,204      $ 8,326      $ 4,855
  Ratio of expenses to average net assets.........          1.46%(c)         1.47%        1.46%        1.46%        1.41%(c)
  Ratio of net investment income to average net
    assets........................................          4.23% (c)        4.48%        4.80%        5.14%        4.95%(c)
  Ratio of expenses to average net assets *.......          1.66%(c)         1.67%        1.76%        1.74%        1.62%(c)
  Ratio of net investment income to average net
    assets *......................................          4.03% (c)        4.28%        4.50%        4.86%        4.74%(c)
  Portfolio turnover (d)..........................         39.31%           62.83%       83.17%       66.02%      101.48%
</TABLE>
 
- ------------
 
 *  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 B Shares commenced offering on January 14, 1994.
(b) Not annualized.
(c) Annualized.
(d) 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.
 
                                       82

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                 MUNICIPAL
                                                                INCOME FUND
                                                                ------------
<S>                                                             <C>
                                                                  CLASS C
                                                                ------------
 
<CAPTION>
                                                                NOVEMBER 4,
                                                                  1996 TO
                                                                DECEMBER 31,
                                                                  1997(A)
                                                                ------------
                                                                (UNAUDITED)
<S>                                                             <C>
NET ASSET VALUE, BEGINNING OF PERIOD........................      $  9.96
                                                                  -------
Investment Activities:
  Net investment income.....................................         0.47
  Net realized and unrealized gains (losses) from
     investments                                                     0.13
                                                                  -------
     Total from Investment Activities.......................         0.60
                                                                  -------
Distributions:
  Net investment income.....................................        (0.47)
                                                                  -------
     Total Distributions....................................        (0.47)
                                                                  -------
NET ASSET VALUE, END OF PERIOD..............................      $ 10.09
                                                                  =======
Total Return (Excludes Sales Charge)........................         5.82%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................      $   827
  Ratio of expenses to average net assets...................         1.46%(c)
  Ratio of net investment income to average net assets......         4.23%(c)
  Ratio of expenses to average net assets *.................         1.66%(c)
  Ratio of net investment income to average net assets *....         4.03%(c)
  Portfolio turnover (d)....................................        39.31%
</TABLE>
 
- ------------
 
 *  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) Not annualized.
(c) Annualized
(d) 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.
 
                                       83

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                   KENTUCKY MUNICIPAL BOND FUND
                                       ------------------------------------------------------------------------------------
                                                            FIDUCIARY
                                       ---------------------------------------------------
                                        SIX MONTHS       YEAR        YEAR      JANUARY 20,    FEBRUARY 1,       MARCH 12,
                                          ENDED         ENDED       ENDED        1995 TO        1994, TO        1993, TO
                                       DECEMBER 31,    JUNE 30,    JUNE 30,     JUNE 30,      JANUARY 19,      JANUARY 31,
                                           1997          1997        1996        1995(A)        1995(B)        1994(B)(C)
                                       ------------    --------    --------    -----------    ------------    -------------
                                       (UNAUDITED)
<S>                                    <C>             <C>         <C>         <C>            <C>             <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD..............      $  10.20      $  10.04    $  9.92       $  9.49        $ 10.45          $ 10.00
                                         --------      --------    -------       -------        -------          -------
Investment Activities:
  Net investment income............          0.26          0.50       0.50          0.20           0.41             0.36
  Net realized and unrealized gains
    (losses) from investments......          0.22          0.16       0.12          0.43          (0.95)            0.43
                                         --------      --------    -------       -------        -------          -------
    Total from Investment
      Activities...................          0.48          0.66       0.62          0.63          (0.54)            0.79
                                         --------      --------    -------       -------        -------          -------
Distributions:
  Net investment income............         (0.26)        (0.50)     (0.50)        (0.20)         (0.42)           (0.34)
                                         --------      --------    -------       -------        -------          -------
    Total Distributions............         (0.26)        (0.50)     (0.50)        (0.20)         (0.42)           (0.34)
                                         --------      --------    -------       -------        -------          -------
NET ASSET VALUE,
  END OF PERIOD....................      $  10.42      $  10.20    $ 10.04       $  9.92        $  9.49          $ 10.45
                                         ========      ========    =======       =======        =======          =======
Total Return.......................          4.75%(d)      6.74%      6.35%         6.56%(d)      (5.17)%(d)        8.05%(d)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period
    (000)..........................      $122,026      $116,830    $30,300       $32,520        $41,953          $64,663
  Ratio of expenses to average net
    assets.........................          0.60%(e)      0.59%      0.68%         0.65%(e)       1.03% (e)        0.70%(e)
  Ratio of net investment income to
    average net assets.............          5.00%(e)      5.12%      4.60%         4.70%(e)       4.37% (e)        4.19%(e)
  Ratio of expenses to average net
    assets *.......................          0.69%(e)      0.72%      1.02%         0.97%(e)       1.05% (e)        0.91%(e)
  Ratio of net investment income to
    average net assets *...........          4.91%(e)      4.99%      4.26%         4.38%(e)       4.25% (e)        3.98%(e)
  Portfolio turnover (f)...........          5.04%        13.30%     16.78%        19.75%         10.00%            5.00%
</TABLE>
 
- ------------
 
 *  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 date reorganized as a fund of The One Group.
(b) Prior to reorganizing as a fund of The One Group, the Fund offered only one
    class of shares.
(c) Period from commencement of operations.
(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.
 
See notes to financial statements.
 
                                       84

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                       KENTUCKY MUNICIPAL BOND FUND
                                                       -------------------------------------------------------------
                                                       <C>             <C>     CLASS A  <C>            <C>
                                                       -------------------------------------------------------------

                                                        SIX MONTHS         YEAR            YEAR         JANUARY 20,
                                                          ENDED           ENDED           ENDED           1995 TO
                                                       DECEMBER 31,      JUNE 30,        JUNE 30,        JUNE 30,
                                                           1997            1997            1996           1995(A)
                                                         -------          ------         -------          -------
                                                       (UNAUDITED)
<S>                                                    <C>             <C>             <C>             <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD..............................      $ 10.21          $10.05         $  9.93          $  9.49
                                                         -------          ------         -------          -------
Investment Activities:
  Net investment income............................         0.25            0.48            0.44             0.19
  Net realized and unrealized gains (losses) from
    investments....................................         0.22            0.16            0.12             0.44
                                                         -------          ------         -------          -------
    Total from Investment Activities...............         0.47            0.64            0.56             0.63
                                                         -------          ------         -------          -------
Distributions:
  Net investment income............................        (0.25)          (0.48)          (0.44)           (0.19)
                                                         -------          ------         -------          -------
    Total Distributions............................        (0.25)          (0.48)          (0.44)           (0.19)
                                                         -------          ------         -------          -------
NET ASSET VALUE,
  END OF PERIOD....................................      $ 10.43          $10.21         $ 10.05          $  9.93
                                                         =======          ======         =======          =======
Total Return (Excludes Sales Charge)...............         4.62%(b)        6.46%           5.70%            5.66%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)................      $ 5,890          $5,554         $ 8,178          $ 8,818
  Ratio of expenses to average net assets..........         0.84%(c)        0.84%           0.93%            0.90%(c)
  Ratio of net investment income to average net
    assets.........................................         4.75%(c)        4.66%           4.35%            4.44%(c)
  Ratio of expenses to average net assets *........         1.03%(c)        1.04%           1.37%            1.33%(c)
  Ratio of net investment income to average net
    assets *.......................................         4.56%(c)        4.46%           3.91%            4.01%(c)
  Portfolio turnover (d)...........................         5.04%          13.30%          16.78%           19.75%
</TABLE>
 
- ------------
 
 *  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 date reorganized as a fund of The One Group.
(b) Not annualized.
(c) Annualized.
(d) 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.
 
                                       85

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                       KENTUCKY MUNICIPAL BOND FUND
                                                       -------------------------------------------------------------
                                                       <C>               <C>     CLASS B <C>             <C>
                                                       -------------------------------------------------------------
 
<CAPTION>
                                                        SIX MONTHS         YEAR            YEAR          MARCH 16,
                                                          ENDED           ENDED           ENDED           1995 TO
                                                       DECEMBER 31,      JUNE 30,        JUNE 30,        JUNE 30,
                                                           1997            1997            1996           1995(A)
                                                         -------         -------         -------          -------
                                                       (UNAUDITED)
NET ASSET VALUE,
  BEGINNING OF PERIOD..............................      $ 10.15         $  9.99         $  9.87          $  9.75
                                                         -------         -------         -------          -------
Investment Activities:
  Net investment income............................         0.21            0.41            0.38             0.14
  Net realized and unrealized gains (losses) from
    investments....................................         0.22            0.16            0.13             0.12
                                                         -------         -------         -------          -------
    Total from Investment Activities...............         0.43            0.57            0.51             0.26
                                                         -------         -------         -------          -------
Distributions:
  Net investment income............................        (0.21)          (0.41)          (0.39)           (0.14)
                                                         -------         -------         -------          -------
    Total Distributions............................        (0.21)          (0.41)          (0.39)           (0.14)
                                                         -------         -------         -------          -------
NET ASSET VALUE,
  END OF PERIOD....................................      $ 10.37         $ 10.15         $  9.99          $  9.87
                                                         =======         =======         =======          =======
Total Return (Excludes Sales Charge)...............         4.31%(b)        5.81%           5.16%            2.63%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)................      $ 3,233         $ 2,399         $ 1,457          $    79
  Ratio of expenses to average net assets..........         1.50%(c)        1.47%           1.58%            1.58%(c)
  Ratio of net investment income to average net
    assets.........................................         4.10%(c)        4.05%           3.70%            3.89%(c)
  Ratio of expenses to average net assets *........         1.69%(c)        1.70%           2.02%            2.21%(c)
  Ratio of net investment income to average net
    assets *.......................................         3.91%(c)        3.82%           3.26%            3.25%(c)
  Portfolio turnover (d)...........................         5.04%          13.30%          16.78%           19.75%
</TABLE>
 
- ------------
 
 *  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 B Shares commenced offering on March 16, 1995.
(b) Not annualized.
(c) Annualized.
(d) 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.
 
                                       86

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                        OHIO MUNICIPAL BOND FUND
                                            --------------------------------------------------------------------------------
                                                                               FIDUCIARY
                                            --------------------------------------------------------------------------------
                                             SIX MONTHS
                                                ENDED                               YEAR ENDED JUNE 30,
                                            DECEMBER 31,        ------------------------------------------------------------
                                                1997              1997         1996         1995         1994         1993
                                            -------------       --------      -------      -------      -------      -------
                                             (UNAUDITED)
<S>                                         <C>                 <C>           <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD....      $  10.88          $  10.69      $ 10.65      $ 10.58      $ 11.11      $ 10.48
                                              --------          --------      -------      -------      -------      -------
Investment Activities:
  Net investment income.................          0.28              0.56         0.56         0.55         0.51         0.54
  Net realized and unrealized gains
    (losses) from investments...........          0.22              0.19         0.04         0.07        (0.50)        0.62
                                              --------          --------      -------      -------      -------      -------
    Total from Investment Activities....          0.50              0.75         0.60         0.62         0.01         1.16
                                              --------          --------      -------      -------      -------      -------
Distributions:
  Net investment income.................         (0.28)            (0.56)       (0.56)       (0.55)       (0.52)       (0.53)
  In excess of net realized gains.......            --                --           --           --        (0.02)          --
                                              --------          --------      -------      -------      -------      -------
    Total Distributions.................         (0.28)            (0.56)       (0.56)       (0.55)       (0.54)       (0.53)
                                              --------          --------      -------      -------      -------      -------
NET ASSET VALUE, END OF PERIOD..........      $  11.10          $  10.88      $ 10.69      $ 10.65      $ 10.58      $ 11.11
                                              ========          ========      =======      =======      =======      =======
Total Return............................          4.68%(a)          7.22%        5.69%        6.07%        0.07%       11.43%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).....      $143,757          $133,172      $80,611      $79,993      $93,261      $74,792
  Ratio of expenses to average net
    assets..............................          0.53%(b)          0.54%        0.57%        0.58%        0.53%        0.55%
  Ratio of net investment income to
    average net assets..................          5.12%(b)          5.24%        5.17%        5.29%        4.76%        5.14%
  Ratio of expenses to average net
    assets *............................          0.82%(b)          0.84%        0.95%        0.91%        0.86%        0.94%
  Ratio of net investment income to
    average net assets *................          4.83%(b)          4.94%        4.79%        4.96%        4.43%        4.75%
  Portfolio turnover (c)................         10.27%             7.45%       24.61%       77.69%       16.77%       26.67%
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Not annualized.
(b) Annualized.
(c) 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.
 
                                       87

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                        OHIO MUNICIPAL BOND FUND
                                             -------------------------------------------------------------------------------
                                                                                 CLASS A
                                             -------------------------------------------------------------------------------
                                              SIX MONTHS
                                                 ENDED                               YEAR ENDED JUNE 30,
                                             DECEMBER 31,        -----------------------------------------------------------
                                                 1997             1997         1996         1995         1994         1993
                                             -------------       -------      -------      -------      -------      -------
                                              (UNAUDITED)
<S>                                          <C>                 <C>          <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD.....       $ 10.91          $ 10.72      $ 10.68      $ 10.61      $ 11.13      $ 10.48
                                                -------          -------      -------      -------      -------      -------
Investment Activities:
  Net investment income..................          0.27             0.54         0.55         0.53         0.50         0.52
  Net realized and unrealized gains
    (losses) from investments............          0.22             0.19         0.03         0.07        (0.48)        0.64
                                                -------          -------      -------      -------      -------      -------
    Total from Investment Activities.....          0.49             0.73         0.58         0.60         0.02         1.16
                                                -------          -------      -------      -------      -------      -------
Distributions:
  Net investment income..................         (0.27)           (0.54)       (0.54)       (0.51)       (0.50)       (0.51)
  In excess of net investment income.....            --               --           --        (0.02)       (0.02)          --
  In excess of net realized gains........            --               --           --           --        (0.02)          --
                                                -------          -------      -------      -------      -------      -------
    Total Distributions..................         (0.27)           (0.54)       (0.54)       (0.53)       (0.54)       (0.51)
                                                -------          -------      -------      -------      -------      -------
NET ASSET VALUE, END OF PERIOD...........       $ 11.13          $ 10.91      $ 10.72      $ 10.68      $ 10.61      $ 11.13
                                                =======          =======      =======      =======      =======      =======
Total Return (Excludes Sales Charge).....          4.54%(a)         6.95%        5.44%        5.79%       (0.05)%      11.40%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)......       $16,355          $16,114      $16,507      $12,006      $14,883      $13,092
  Ratio of expenses to average net
    assets...............................          0.79%(b)         0.79%        0.82%        0.82%        0.78%        0.77%
  Ratio of net investment income to
    average net assets...................          4.87%(b)         4.96%        4.92%        5.01%        4.63%        4.85%
  Ratio of expenses to average net assets
    *....................................          1.19%(b)         1.19%        1.30%        1.25%        1.21%        1.25%
  Ratio of net investment income to
    average net assets *.................          4.47%(b)         4.56%        4.44%        4.58%        4.20%        4.37%
  Portfolio turnover (c).................         10.27%            7.45%       24.61%       77.69%       16.77%       26.67%
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Not annualized.
(b) Annualized.
(c) 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.
 
                                       88

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                           OHIO MUNICIPAL BOND FUND
                                                      ------------------------------------------------------------------
                                                                                   CLASS B
                                                      ------------------------------------------------------------------
                                                       SIX MONTHS
                                                          ENDED                        YEAR ENDED JUNE 30,
                                                      DECEMBER 31,        ----------------------------------------------
                                                          1997             1997         1996         1995        1994(A)
                                                      -------------       -------      -------      -------      -------
                                                       (UNAUDITED)
<S>                                                   <C>                 <C>          <C>          <C>          <C>
NET ASSET VALUE, BEGINNING OF PERIOD..............       $ 10.98          $ 10.79      $ 10.75      $ 10.68      $ 11.31
                                                         -------          -------      -------      -------      -------
Investment Activities:
  Net investment income...........................          0.24             0.47         0.48         0.43         0.17
  Net realized and unrealized gains (losses) from
    investments...................................          0.22             0.19         0.03         0.07        (0.62)
                                                         -------          -------      -------      -------      -------
    Total from Investment Activities..............          0.46             0.66         0.51         0.50        (0.45)
                                                         -------          -------      -------      -------      -------
Distributions:
  Net investment income...........................         (0.24)           (0.47)       (0.47)       (0.43)       (0.17)
  In excess of net investment income..............            --               --           --           --        (0.01)
                                                         -------          -------      -------      -------      -------
    Total Distributions...........................         (0.24)           (0.47)       (0.47)       (0.43)       (0.18)
                                                         -------          -------      -------      -------      -------
NET ASSET VALUE, END OF PERIOD....................       $ 11.20          $ 10.98      $ 10.79      $ 10.75      $ 10.68
                                                         =======          =======      =======      =======      =======
Total Return (Excludes Sales Charge)..............          4.20%(b)         6.26%        4.79%        5.17%       (4.02)%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...............       $18,222          $14,316      $ 8,854      $ 3,209      $ 2,043
  Ratio of expenses to average net assets.........          1.44%(c)         1.44%        1.47%        1.48%        1.28%(c)
  Ratio of net investment income to average net
    assets........................................          4.23%(c)         4.33%        4.27%        4.40%        4.23%(c)
  Ratio of expenses to average net assets *.......          1.84%(c)         1.84%        1.95%        1.91%        1.68%(c)
  Ratio of net investment income to average net
    assets *......................................          3.83% (c)        3.93%        3.79%        3.97%        3.83%(c)
  Portfolio turnover (d)..........................         10.27%            7.45%       24.61%       77.69%       16.77%
</TABLE>
 
- ------------
 
 *  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 B Shares commenced offering on January 14, 1994.
(b) Not annualized.
(c) Annualized.
(d) 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.
 
                                       89

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                  LOUISIANA MUNICIPAL BOND FUND
                                                         ------------------------------------------------
<S>                                                      <C>              <C> FIDUCIARY  <C>
                                                         ------------------------------------------------
                                                                           
                                                          SIX MONTHS         YEAR         MARCH 26, 1996 
                                                             ENDED           ENDED           THROUGH     
                                                         DECEMBER 31,      JUNE 30,          JUNE 30,    
                                                             1997            1997            1996(A)
                                                           --------        --------          --------
                                                          (UNAUDITED)
NET ASSET VALUE,
  BEGINNING OF PERIOD..............................        $  10.10        $   9.93          $  10.00
                                                           --------        --------          --------
Investment Activities:
  Net investment income............................            0.25            0.49              0.13
  Net realized and unrealized gains (losses) from
     investments...................................            0.20            0.17             (0.07)
                                                           --------        --------          --------
     Total from Investment Activities..............            0.45            0.66              0.06
                                                           --------        --------          --------
Distributions:
  Net investment income............................           (0.25)          (0.49)            (0.13)
                                                           --------        --------          --------
     Total Distributions...........................           (0.25)          (0.49)            (0.13)
                                                           --------        --------          --------
NET ASSET VALUE,
  END OF PERIOD....................................        $  10.30        $  10.10          $   9.93
                                                           ========        ========          ========
Total Return.......................................            4.50%(b)        6.81%             0.90%(b)(c)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)................        $102,802        $113,338          $136,041
  Ratio of expenses to average net assets..........            0.60%(d)        0.62%             0.71%(d)
  Ratio of net investment income to average net
     assets........................................            4.86%(d)        4.91%             4.76%(d)
  Ratio of expenses to average net assets *........            0.83%(d)        0.84%             0.86%(d)
  Ratio of net investment income to average net
     assets *......................................            4.63%(d)        4.69%             4.61%(d)
  Portfolio turnover (e)...........................            4.23%          17.39%            16.72%
</TABLE>
 
- ------------
 
 *  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 date reorganized as a fund of The One Group.
(b) Not annualized.
(c) Represents total return for Class A Shares from December 1, 1995 through
    March 25, 1996 plus total return for Fiduciary Shares for the period March
    26, 1996 through June 30, 1996.
(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.
 
                                       90

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                   LOUISIANA MUNICIPAL BOND FUND
                                            ----------------------------------------------------------------------------
<S>                                         <C>             <C>         <C>   CLASS A   <C>         <C>         <C>
                                            ----------------------------------------------------------------------------
 
                                             SIX MONTHS       YEAR      SEVEN MONTHS
                                               ENDED         ENDED         ENDED             YEAR ENDED NOVEMBER 30,
                                                                                        --------------------------------
                                            DECEMBER 31,    JUNE 30,      JUNE 30,
                                                1997          1997        1996(A)         1995        1994        1993
                                            ------------    --------    ------------    --------    --------    --------
                                            (UNAUDITED)
NET ASSET VALUE,
  BEGINNING OF PERIOD...................      $ 10.10       $  9.93       $ 10.09       $   9.38    $  10.27    $   9.92
                                              -------       -------       -------       --------    --------    --------
Investment Activities:
  Net investment income.................         0.24          0.47          0.24           0.50        0.49        0.52
  Net realized and unrealized gains
    (losses) from investments...........         0.19          0.17         (0.16)          0.71       (0.79)       0.42
                                              -------       -------       -------       --------    --------    --------
    Total from Investment Activities....         0.43          0.64          0.08           1.21       (0.30)       0.94
                                              -------       -------       -------       --------    --------    --------
Distributions:
  Net investment income.................        (0.24)        (0.47)        (0.24)         (0.50)      (0.49)      (0.52)
  Net realized gains....................           --            --            --             --       (0.10)      (0.07)
                                              -------       -------       -------       --------    --------    --------
    Total Distributions.................        (0.24)        (0.47)        (0.24)         (0.50)      (0.59)      (0.59)
                                              -------       -------       -------       --------    --------    --------
NET ASSET VALUE, END OF PERIOD..........      $ 10.29       $ 10.10       $  9.93       $  10.09    $   9.38    $  10.27
                                              =======       =======       =======       ========    ========    ========
Total Return (Excludes Sales Charge)....         4.27%(b)      6.55%         0.84%(b)      13.11%      (2.97)%      9.65%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).....      $49,075       $48,498       $53,479       $206,119    $196,820    $196,534
  Ratio of expenses to average net
    assets..............................         0.85%(c)      0.87%         0.69%(c)       0.62%       0.65%       0.62%
  Ratio of net investment income to
    average net assets..................         4.61%(c)      4.66%         4.71%(c)       5.07%       4.97%       5.07%
  Ratio of expenses to average net
    assets *............................         1.18%(c)      1.19%         0.86%(c)       0.77%       0.80%       0.78%
  Ratio of net investment income to
    average net assets *................         4.28%(c)      4.34%         4.54%(c)       4.92%       4.82%       4.91%
  Portfolio turnover (d)................         4.23%        17.39%        16.72%         28.00%      24.00%      25.00%
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Upon reorganizing as a fund of The One Group, the Paragon Louisiana Tax-Free
    Fund became the Louisiana Municipal Bond Fund. Financial highlights for the
    periods prior to March 26, 1996 represents the Paragon Louisiana Tax-Free
    Fund. The per share data for the periods prior to March 26, 1996 have been
    restated to reflect the impact of restatement of net asset value from $10.67
    to $10.00 effective March 26, 1996.
(b) Not annualized.
(c) Annualized.
(d) 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.
 
                                       91

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                 LOUISIANA MUNICIPAL BOND FUND
                                           -------------------------------------------------------------------------
<S>                                        <C>             <C>         <C>  CLASS B    <C>             <C>
                                           -------------------------------------------------------------------------
 

                                            SIX MONTHS       YEAR      SEVEN MONTHS        YEAR        SEPTEMBER 16,
                                              ENDED         ENDED         ENDED           ENDED        1994 THROUGH
                                           DECEMBER 31,    JUNE 30,      JUNE 30,      NOVEMBER 30,    NOVEMBER 30,
                                               1997          1997        1996(A)           1995           1994(B)
                                             -------       -------       -------         -------          -------
                                           (UNAUDITED)
NET ASSET VALUE,
  BEGINNING OF PERIOD..................      $ 10.10       $  9.93       $ 10.09         $  9.36          $  9.73
                                             -------       -------       -------         -------          -------
Investment Activities:
  Net investment income................         0.20          0.40          0.21            0.42             0.08
  Net realized and unrealized gains
    (losses) from investments..........         0.20          0.17         (0.16)           0.73            (0.37)
                                             -------       -------       -------         -------          -------
    Total from Investment Activities...         0.40          0.57          0.05            1.15            (0.29)
                                             -------       -------       -------         -------          -------
Distributions:
  Net investment income................        (0.20)        (0.40)        (0.21)          (0.42)           (0.08)
                                             -------       -------       -------         -------          -------
    Total Distributions................        (0.20)        (0.40)        (0.21)          (0.42)           (0.08)
                                             -------       -------       -------         -------          -------
NET ASSET VALUE, END OF PERIOD.........      $ 10.30       $ 10.10       $  9.93         $ 10.09          $  9.36
                                             =======       =======       =======         =======          =======
Total Return (Excludes Sales Charge)...         4.03%(c)      5.87%         0.48%(c)       12.52%            2.94%(c)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)....      $ 4,073       $ 3,835       $ 3,223         $ 2,115          $   204
  Ratio of expenses to average net
    assets.............................         1.49%(d)      1.51%         1.50%(d)        1.37%            1.41%(d)
  Ratio of net investment income to
    average net assets.................         3.96%(d)      4.02%         3.98%(d)        4.27%            4.45%(d)
  Ratio of expenses to average net
    assets *...........................         1.82%(d)      1.85%         1.70%(d)        1.52%            1.56%(d)
  Ratio of net investment income to
    average net assets *...............         3.63%(d)      3.68%         3.78%(d)        4.12%            4.30%(d)
    Portfolio turnover (e).............         4.23%        17.39%        16.72%          28.00%           24.00%
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Upon reorganizing as a fund of The One Group, the Paragon Louisiana Tax-Free
    Fund became the Louisiana Municipal Bond Fund. Financial highlights for the
    periods prior to March 26, 1996 represents the Paragon Louisiana Tax-Free
    Fund. The per share data for the periods prior to March 26, 1996 have been
    restated to reflect the impact of restatement of net asset value from $10.70
    to $10.00 effective March 26, 1996.
(b) Class B Shares commenced offering on September 16, 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.
 
                                       92

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                 WEST VIRGINIA MUNICIPAL BOND FUND
                                                                -----------------------------------
<S>                                                             <C>        FIDUCIARY  <C>
                                                                             
                                                                -----------------------------------
 
                                                                 SIX MONTHS        JANUARY 20, 1997
                                                                   ENDED               THROUGH
                                                                DECEMBER 31,           JUNE 30,
                                                                    1997               1997(A)
                                                                  --------             -------
                                                                (UNAUDITED)
NET ASSET VALUE,
BEGINNING OF PERIOD.........................................      $  10.06             $ 10.00
                                                                  --------             -------
Investment Activities:
  Net investment income.....................................          0.25                0.22
  Net realized and unrealized gains (losses) from
    investments.............................................          0.23                0.06
                                                                  --------             -------
    Total from Investment Activities........................          0.48                0.28
                                                                  --------             -------
Distributions:
  Net investment income.....................................         (0.25)              (0.22)
                                                                  --------             -------
    Total Distributions.....................................         (0.25)              (0.22)
                                                                  --------             -------
NET ASSET VALUE,
  END OF PERIOD.............................................      $  10.29             $ 10.06
                                                                  ========             =======
Total Return................................................          4.89%(b)            2.84%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................      $103,016             $96,270
  Ratio of expenses to average net assets...................          0.59%(c)            0.59%(c)
  Ratio of net investment income to average net assets......          4.94%(c)            5.04%(c)
  Ratio of expenses to average net assets *.................          0.73%(c)            0.67%(c)
  Ratio of net investment income to average net assets *....          4.80%(c)            4.96%(c)
  Portfolio turnover (d)....................................          8.64%               6.21%
</TABLE>
 
- ------------
 
 *  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) Not annualized.
(c) Annualized.
(d) 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.
 
                                       93

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                 WEST VIRGINIA MUNICIPAL BOND FUND
                                                                -----------------------------------
<S>                                                             <C>          CLASS A <C>
                                                                              
                                                                -----------------------------------
 
                                                                 SIX MONTHS        JANUARY 20, 1997
                                                                   ENDED               THROUGH
                                                                DECEMBER 31,           JUNE 30,
                                                                    1997               1997(A)
                                                                  -------              -------
                                                                (UNAUDITED)
NET ASSET VALUE, BEGINNING OF PERIOD........................      $ 10.15              $ 10.00
                                                                  -------              -------
Investment Activities:
  Net investment income.....................................         0.24                 0.16
  Net realized and unrealized gains (losses) from
    investments.............................................         0.23                 0.15
                                                                  -------              -------
    Total from Investment Activities........................         0.47                 0.31
                                                                  -------              -------
Distributions:
  Net investment income.....................................        (0.24)               (0.16)
                                                                  -------              -------
    Total Distributions.....................................        (0.24)               (0.16)
                                                                  -------              -------
NET ASSET VALUE,
  END OF PERIOD.............................................      $ 10.38              $ 10.15
                                                                  =======              =======
Total Return (Excludes Sales Charge)........................         4.74%(b)             3.08%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................      $   849              $   808
  Ratio of expenses to average net assets...................         0.84%(c)             0.84%(c)
  Ratio of net investment income to average net assets......         4.69%(c)             4.94%(c)
  Ratio of expenses to average net assets *.................         1.08%(c)             0.97%(c)
  Ratio of net investment income to average net assets *....         4.45%(c)             4.81%(c)
  Portfolio turnover (d)....................................         8.64%                6.21%
</TABLE>
 
- ------------
 
 *  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) Not annualized.
(c) Annualized.
(d) 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.
 
                                       94

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                 WEST VIRGINIA MUNICIPAL BOND FUND
                                                                -----------------------------------
<S>                                                             <C>        CLASS B <C>
                                                                              
                                                                -----------------------------------
 
                                                                 SIX MONTHS        JANUARY 20, 1997
                                                                   ENDED               THROUGH
                                                                DECEMBER 31,           JUNE 30,
                                                                    1997               1997(A)
                                                                  -------              -------
                                                                (UNAUDITED)
NET ASSET VALUE, BEGINNING OF PERIOD........................      $ 10.12              $ 10.00
                                                                  -------              -------
Investment Activities:
  Net investment income.....................................         0.21                 0.14
  Net realized and unrealized gains (losses) from
    investments.............................................         0.23                 0.12
                                                                  -------              -------
    Total from Investment Activities........................         0.44                 0.26
                                                                  -------              -------
Distributions:
  Net investment income.....................................        (0.21)               (0.14)
                                                                  -------              -------
    Total Distributions.....................................        (0.21)               (0.14)
                                                                  -------              -------
NET ASSET VALUE,
  END OF PERIOD.............................................      $ 10.35              $ 10.12
                                                                  =======              =======
Total Return (Excludes Sales Charge)........................         4.42%(b)             2.64%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................      $ 1,066              $   614
  Ratio of expenses to average net assets...................         1.49%(c)             1.49%(c)
  Ratio of net investment income to average net assets......         4.04%(c)             4.08%(c)
  Ratio of expenses to average net assets *.................         1.73%(c)             1.62%(c)
  Ratio of net investment income to average net assets *....         3.80%(c)             3.95%(c)
  Portfolio turnover (d)....................................         8.64%                6.21%
</TABLE>
 
- ------------
 
 *  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) Not annualized.
(c) Annualized.
(d) 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.
 
                                       95

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                 ARIZONA MUNICIPAL BOND FUND
                                                                ------------------------------
<S>                                                             <C>      FIDUCIARY <C>
                                                                          
                                                                ------------------------------
 
                                                                                   JANUARY 20,
                                                                 SIX MONTHS           1997
                                                                   ENDED             THROUGH
                                                                DECEMBER 31,        JUNE 30,
                                                                    1997             1997(A)
                                                                  --------          --------
                                                                (UNAUDITED)
NET ASSET VALUE,
  BEGINNING OF PERIOD.......................................      $  10.06          $  10.00
                                                                  --------          --------
Investment Activities:
  Net investment income.....................................          0.25              0.23
  Net realized and unrealized gains (losses) from
     investments............................................          0.21              0.06
                                                                  --------          --------
     Total from Investment Activities.......................          0.46              0.29
                                                                  --------          --------
Distributions:
  Net investment income.....................................         (0.25)            (0.23)
  Net realized gains........................................         (0.07)               --
                                                                  --------          --------
     Total Distributions....................................         (0.32)            (0.23)
                                                                  --------          --------
NET ASSET VALUE, END OF PERIOD..............................      $  10.20          $  10.06
                                                                  ========          ========
Total Return................................................          4.62%(b)          2.90%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................      $258,078          $255,755
  Ratio of expenses to average net assets...................          0.59%(c)          0.59%(c)
  Ratio of net investment income to average net assets......          4.84%(c)          5.09%(c)
  Ratio of expenses to average net assets *.................          0.69%(c)          0.66%(c)
  Ratio of net investment income to average net assets *....          4.74%(c)          5.02%(c)
  Portfolio turnover (d)....................................          9.17%             5.66%
</TABLE>
 
- ------------
 
 *  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) Not annualized.
(c) Annualized.
(d) 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.
 
                                       96

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                 ARIZONA MUNICIPAL BOND FUND
                                                                ------------------------------
<S>                                                             <C>     CLASS A    <C>
                                                                           
                                                                ------------------------------
 
                                                                                   JANUARY 20,
                                                                 SIX MONTHS           1997
                                                                   ENDED             THROUGH
                                                                DECEMBER 31,        JUNE 30,
                                                                    1997             1997(A)
                                                                  -------            -------
                                                                (UNAUDITED)
NET ASSET VALUE,
  BEGINNING OF PERIOD.......................................      $  9.99            $ 10.00
                                                                  -------            -------
Investment Activities:
  Net investment income.....................................         0.23               0.15
  Net realized and unrealized gains (losses) from
     investments............................................         0.20              (0.01)
                                                                  -------            -------
     Total from Investment Activities.......................         0.43               0.14
                                                                  -------            -------
Distributions:
  Net investment income.....................................        (0.23)             (0.15)
  Net realized gains........................................        (0.07)                --
                                                                  -------            -------
     Total Distributions....................................        (0.30)             (0.15)
                                                                  -------            -------
NET ASSET VALUE, END OF PERIOD..............................      $ 10.12            $  9.99
                                                                  =======            =======
Total Return (Excludes Sales Charge)........................         4.38%(b)           1.40%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................      $   936            $ 1,500
  Ratio of expenses to average net assets...................         0.84%(c)           0.85%(c)
  Ratio of net investment income to average net assets......         4.59%(c)           4.90%(c)
  Ratio of expenses to average net assets *.................         1.04%(c)           0.96%(c)
  Ratio of net investment income to average net assets *....         4.39%(c)           4.79%(c)
  Portfolio turnover (d)....................................         9.17%              5.66%
</TABLE>
 
- ------------
 
 *  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) Not annualized.
(c) Annualized.
(d) 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.
 
                                       97

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                 ARIZONA MUNICIPAL BOND FUND
                                                                ------------------------------
<S>                                                             <C>     CLASS B    <C>
                                                                ------------------------------
 
                                                                                   JANUARY 20,
                                                                 SIX MONTHS           1997
                                                                   ENDED             THROUGH
                                                                DECEMBER 31,        JUNE 30,
                                                                    1997             1997(A)
                                                                  -------            -------
                                                                (UNAUDITED)
NET ASSET VALUE,
  BEGINNING OF PERIOD.......................................      $ 10.09            $ 10.00
                                                                  -------            -------
Investment Activities:
  Net realized and unrealized gains (losses) from
     investments............................................         0.19               0.09
                                                                  -------            -------
     Total from Investment Activities.......................         0.19               0.09
                                                                  -------            -------
Distributions:
  Net investment income.....................................         0.00                 --
  Net realized gains........................................        (0.07)                --
                                                                  -------            -------
     Total Distributions....................................        (0.07)              0.00
                                                                  -------            -------
NET ASSET VALUE, END OF PERIOD..............................      $ 10.21            $ 10.09
                                                                  =======            =======
Total Return (Excludes Sales Charge)........................         4.42%(b)           0.90%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................      $    --(c)         $    --(c)
  Ratio of expenses to average net assets...................           --(d)              --(d)
  Ratio of net investment income to average net assets......           --(d)              --(d)
  Ratio of expenses to average net assets *.................           --(d)              --(d)
  Ratio of net investment income to average net assets *....           --(d)              --(d)
  Portfolio turnover (e)....................................         9.17%              5.66%
</TABLE>
 
- ------------
 
 *  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) Not annualized.
(c) Amount is less than $1,000.
(d) Since net assets are less than $1,000, ratios have not been presented.
(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.
 
                                       98

<PAGE>
 
                 (This page has been left blank intentionally.)

<PAGE>
 
                 (This page has been left blank intentionally.)

<PAGE>
Important Customer Information.
Please Read:

Shares of The One Group:
* are not deposits or obligations
  of, or guaranteed by, BANC ONE
  CORPORATION or its affiliates
* are not insured or guaranteed by the 
  FDIC or by any other governmental 
  agency or government-sponsored
  agency of the federal government 
  or any state
* are subject to investment risks,
  including possible loss of the
  principal amount invested.

Banc One Investment Advisors
Corporation, a registered investment 
advisor and an indirect subsidiary of 
BANC ONE CORPORATION, serves 
as an investment advisor to The One
Group, for which it receives advisory 
fees. The One Group is distributed by 
The One Group Services Company, 
3435 Stelzer Road, Columbus,
Ohio 43219, which is not affiliated
with BANC ONE CORPORATION and 
is not a bank. Contact us at our web
site address: www.onegroup.com or
e-mail us at [email protected].

For more complete information on
any of The One Group Funds, including
management fees and expenses,
you may obtain a prospectus from 
The One Group Services Company.
Read the prospectus carefully                                
before investing.                                            

BANC ONE 
INVESTMENT                                                       
ADVISORS
CORPORATION

[LOGO]                                                               TOG-F-043

<PAGE>
 
- --------------------------------------------------------------------------------
Table of Contents
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
Report From Your Investment Advisor........................................    2
Portfolio Performance Review...............................................    4
Schedules of Portfolio Investments.........................................    7
Statements of Assets and Liabilities.......................................   26
Statements of Operations...................................................   28
Statements of Changes in Net Assets........................................   30
Notes to Financial Statements..............................................   32
Financial Highlights.......................................................   42
 
                                                                               1

<PAGE>
 
- --------------------------------------------------------------------------------
Report From Your Investment Advisor
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
We are pleased to present this semiannual report for The One Group(R) Family of
Mutual Funds. On the following pages, you will find an overview of the financial
markets and your fund's performance for the period from July 1, 1997, through
December 31, 1997.
 
DEAR VALUED SHAREHOLDER:
Thank you for continuing to support The One Group Family of Mutual Funds during
an interesting, challenging and ultimately rewarding year for investors.
 
Despite strong volatility throughout 1997 and turmoil in Asia, the Dow Jones
Industrial Average was up 24.94% for 1997. Never before had the index returned
more than 20% for three consecutive years. The S&P 500 Index soared even higher,
closing the year up 33.36%.
 
At the same time, and largely the result of low inflation, a strong U.S. dollar
and the flight to quality spurred by the Asian crisis, U.S. bond yields ended
the year on an impressive note. The 30-year Treasury, for example, ended the
year yielding 5.92%, close to its 20-year low. (As bond yields fall, bond prices
go up.)
 
ONCE AGAIN, A PHILOSOPHY REINFORCED
While the calendar-year returns for both the stock and bond markets are
impressive, events in the final six months of 1997 may be the most memorable. On
August 6, the Dow closed at 8,259, a record high and its peak for the calendar
year. Shortly thereafter, though, volatility rocked the market, as the effects
of the Asian financial crisis worked their way west. These forces culminated on
Monday, October 27, when the Dow plummeted more than 554 points, its
largest-ever point decline.
 
This drop may be the defining moment for 1997's financial markets, and it
presented a significant challenge for investors. But, rather than panicking,
shareholders of The One Group demonstrated a clear understanding of market
dynamics and the importance of maintaining a long-term investment philosophy.
 
I am pleased to report that there were no significant redemptions of One Group
shares after "Black Monday." To us, this implies that our investors understand
the potential dangers of selling their investments based on short-term
volatility. In fact, The One Group experienced a record purchase day on Tuesday,
October 28, indicating that investors realize the benefits of staying focused on
the stock market's long-term potential.
 
TAX BILL CHANGES FACE OF INVESTING
The second half of 1997 may be remembered as much for the jubilance it brought
investors as for the turmoil. The Taxpayer Relief Act of 1997 became law,
ushering in lower capital gains taxes for investors and new investment
opportunities poised to change the face of investing for years to come.
 
The cut in the capital gains tax rate may make investing in stocks even more
attractive for many investors. As you are planning for your future financial
needs and taking into consideration your appropriate asset allocation, please do
not overlook the impact of the new tax treatment of capital gains.
 
And, while you're planning for your financial future, take note that the 1997
tax law makes investing in IRAs even more attractive, particularly with the
introduction of the Roth IRA, a new type of account that offers tax-exempt
distributions in retirement. In addition, the Traditional IRA has been enhanced
with many new features.
 
The One Group can help you incorporate any of these retirement accounts into
your investment plan. Speak to your investment representative or call
1-800-480-4111 for more information on IRAs.
 
SEEK ADVICE FOR A YEAR'S WORTH OF EVENTS
With 1997's record volatility and the new investment opportunities introduced by
the tax law, now may be an ideal time to meet with your investment professional
and make sure your investment plan remains on track to meet your financial
needs.
 
As you probably know, your asset allocation--or the way your investment dollars
are strategically distributed among stock, bond and cash investments according
to your goals, risk tolerance and investing time frame--may be the
single-greatest determinant of your long-term investment success. After a year
full of market ups and downs, your asset allocation probably shifted. For
example, stock market appreciation may have caused your allocation to equities
to swing higher than called for in your plan. Your investment professional can
help you evaluate your plan and, if necessary, get it back on track.
 
   2

<PAGE>
 
- --------------------------------------------------------------------------------
Report From Your Investment Advisor, continued
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
Furthermore, your investment representative can help you make the most of the
Taxpayer Relief Act of 1997. Many of the provisions take effect with the 1998
tax year, so make sure you start off the year with the strategy that's most
appropriate for you.
 
Thank you for investing with The One Group Family of Mutual Funds and for your
ongoing support of the firm's time-tested investment philosophies. We look
forward to helping you achieve your financial goals in 1998 and beyond.
 
Sincerely,
 
/s/ DAVID J. KUNDERT

David J. Kundert
President and CEO,
Banc One Investment Advisors Corporation,
Investment Advisor to The One Group
 
[DAVID J. KUNDERT PHOTO]
 
For a prospectus with more complete information on The One Group Investor Funds,
including management fees and expenses, please contact The One Group at
1-800-480-4111. Please read the prospectus carefully before investing.
(2/98)
 
                                                                               3

<PAGE>
 
Portfolio Performance Review
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
ECONOMIC GROWTH REMAINS STRONG
Despite showing a slight slowdown from the first half of the year, U.S. economic
growth during the second half of 1997 remained robust at a growth rate of 3.7%.
For the entire 12-month period, the U.S. economy grew by a 3.8% growth rate.
 
Firm employment gains and strong consumer confidence fueled the growth rate. The
unemployment rate headed steadily downward, ending the year at 4.7%. The economy
witnessed an average of 301,500 new non-farm jobs being created per month, when
all that is needed to absorb the growth in the labor force and keep the
unemployment rate steady is 150,000.
 
LONG-TERM INTEREST RATES DECLINE
Slightly higher inflation in 1996 kept long-term interest rates relatively high
throughout much of 1997. With prices climbing 3.3% on a year-over-year basis in
1996, investors feared that inflation would keep that pace or even climb higher
in 1997.
 
But, as the year unfolded it became apparent that inflation was, indeed, under
control. For the final six months of the year the inflation rate was 2.0%, and
for the entire year prices were up only 1.7%, the best performance in 11 years.
 
Low prices helped pave the way for a significant decline in long-term interest
rates by the end of the year. Also significant was the impact of the Asian
financial crisis, which caused currency values to plunge and sent financial
markets into turmoil. As worldwide events unfolded during the second half of the
year, it became clear that the Asian economies would weaken. This caused
investors throughout the world to turn to the safety of U.S. Treasury
securities, which helped drive up prices.
 
As a result of these events, long-term interest rates showed a significant
decline during the second half of 1997--a decline that was much greater than the
economic fundamentals supported. At the end of the year, the yield on the
30-year U.S. Treasury bond was 5.92%, after starting the year at 6.64% and
climbing to a high of 7.17% in early April.
 
FED REMAINS IDLE
The Federal Reserve remained on the sidelines during the second half of the
year, after raising interest rates just once in all of 1997--a 0.25% increase of
the federal funds rate in March. This lack of monetary policy action kept
short-term interest rates relatively steady for the remainder of the year.
 
The impact of the Asian currency crisis and market meltdowns may have
contributed to the Fed's decision to keep rates unchanged in the second half of
1997. While strong economic growth certainly created a valid reason for another
rate hike, the Fed resisted the temptation, figuring that the Asian situation
would contribute to slower growth ahead.
 
LOOKING AHEAD
In terms of U.S. economic growth, the Asian crisis remains a factor that can't
be ignored. Thirty percent of U.S. exports go to Asia, and with many Asian
countries facing currency devaluations of 35% to 80%, consumers in that region
have significantly less purchasing power. Furthermore, there's the possibility
that this currency crisis could spread to Latin America, where another 20% of
U.S. exports are at risk if there are some currency devaluations.
 
The United States accounts for 28% of the non-Asian global economy, and,
therefore, should be heavily influenced by the change in trade flows from Asia.
Asian stock markets have dropped nearly 70% over the last several months, which
undoubtedly will be reflected in lower overall consumption, particularly for
foreign imports. And, as prices on goods produced in Asia continue to fall, U.S.
imports from that region should go up.
 
As a result, cheaper goods coming from Asia, and possibly Latin America, should
force domestic competitors to lower their prices (or face sharply lower sales
prospects). This could push the U.S. inflation rate to as low as 1.5% in 1998,
compared to 1.7% in 1997 and 3.3% in 1996. At the same time, fewer U.S. exports
and greater imports should cause economic growth to slow to a 2% year-over-year
average for 1998.
 
   4

<PAGE>
Portfolio Performance Review, continued
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
Given all the instability overseas and the impending effects of a slowdown in
the U.S. economy, we believe that the Federal Reserve will lower interest rates
in 1998, probably sometime in the second half of the year. Long-term interest
rates should continue their downward trend, due to lower inflation and lower
economic growth. By the end of the year, we may see the yield on the 30-year
Treasury bond somewhere between 5.5% and 5.75%.
 
/s/ ANTHONY CHAN

Anthony Chan, Ph.D.
Managing Director and Chief Economist
Banc One Investment Advisors
 
                                                                               5

<PAGE>
 
Portfolio Performance Review
- --------------------------------------------------------------------------------
THE ONE GROUP FAMILY OF MUTUAL FUNDS                           DECEMBER 31, 1997
 
AS VOLATILITY HEATS UP, INTEREST RATES DECLINE
Volatility initiated by financial and market distress in Asia was the key factor
at work in the bond market during the second half of 1997. As Asian currencies
fell, the credit quality of Yankee bonds (securities that represent
dollar-denominated, foreign-issued debt) deteriorated rapidly, causing the
Yankee bond market to experience substantial losses in select issues.
Furthermore, because credit ratings in the region have been significantly
downgraded, it has been very difficult for Asian governments and corporations to
issue new bonds to finance their ongoing operations.
 
Long-term U.S. interest rates fell as a result of the immediate flight to
quality and the longer-run implications for slower domestic growth and lower
inflation. The five-year U.S. Treasury, for example, declined by 67 basis points
(one basis point equals 1/100th of a percent) during the period, from 6.37% to
5.70%.
 
SMART STRATEGIES LEAD TO SOLID FUND RETURNS
In absolute terms, all of The One Group bond funds enjoyed share price increases
and solid total returns due to the declining interest rate environment in the
second half of the year. Funds with longer durations and strong exposure to U.S.
government securities performed the best. (Duration is a measure of a fund's
sensitivity to interest rate changes. A higher number indicates greater
sensitivity; a lower number indicates less sensitivity.) Funds with exposure to
corporate and Yankee bonds posted gains, but they lagged their competitors.
 
We attribute the funds' relatively strong performance to the strategies we
implemented early in the year. After the first quarter, when yields on 10-year
Treasury bonds approached 7%, we positioned our portfolios to take advantage of
the added yield available as well as the expected decline in rates. That
cautious stance early in the year allowed our fund managers to take advantage of
the weaker market at that time and position their portfolios for the friendlier
market that was to come later in the year.
 
Furthermore, as we entered 1997, tight yield spreads (or differences in yield
relative to risk) versus Treasuries and the extended length of the business
cycle caused us to take a very cautious stance toward the corporate sector. In
fact, we limited our corporate exposure during the year to securities in the
short to intermediate maturity range, which proved to be an appropriate
strategy. Overall, the corporate sector underperformed Treasuries, but in the
short to intermediate range, corporate performance matched that of the Treasury
market.
 
Finally, we remained positive toward mortgage-backed securities, which continued
to perform in line with or better than U.S. Treasuries until December, when
spreads widened due to lower mortgage rates and growing prepayment risks.
Overall, mortgages outperformed Treasuries by 92 basis points during the final
six months of the year.
 
MUNICIPAL MARKET REMAINS FAVORABLE
Technical supply and demand forces remained positive during the period, which
led to solid returns in the municipal bond market. The One Group municipal bond
funds posted relatively strong returns, reinforcing the continued performance
consistency of the fund family's national and state-specific municipal bond
funds.
 
Compared to the U.S. Treasury market, though, the municipal bond market was
unable to keep pace during the six-month period, as intermediate-term municipal
securities underperformed comparable Treasuries by about 50 basis points.
 
FLIGHT TO QUALITY BENEFITS MONEY MARKETS
Short-term interest rates remained relatively stable throughout the period. Late
in the year, though, the money markets benefited from reduced supply and the
strong demand that emerged after the financial crisis in Asia. As uncertainty
reigned, investors throughout the world sought safety in the form of
shorter-term, less volatile U.S. money market instruments.
 
All of The One Group money market funds maintained their stringent quality and
liquidity standards during the period and generated solid returns.
 
FOCUS REMAINS ON VOLATILITY
Low inflation and slowing domestic growth should lead to lower interest rates in
1998. At the same time, we expect price volatility to increase, which will cause
us to maintain a fairly cautious stance in terms of duration, credit quality and
overall risk management.
 
While corporate bonds may remain under pressure in 1998, we still expect them to
offer good performance versus other sectors, as corporate America remains strong
and any weakness will likely be modest. Mortgage-backed securities and municipal
securities also may be under pressure due to rising prepayments and refinancing
concerns. Municipals will be aided to some degree by continued strong supply and
demand influences. In the mortgage-sector we will look for issues offering good
structure, or less prepayment risk.
 
For individual investors, the key to success in this type of environment is to
diversify. Find a portfolio mix that suits your objectives, and stick with it
for the long haul. And remember, volatility can create attractive opportunities,
particularly for those of us who take the time to apply a long-term process and
orientation to our strategic thinking and to our management of money.
 
/s/ GARY J. MADICH

Gary J. Madich
Senior Managing Director of Fixed-Income Securities
Banc One Investment Advisors Corporation
 
Please refer to the prospectus and the accompanying financial statements for
further information about your Fund.
 
   6
 

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Ultra Short-Term Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                       MARKET
 AMOUNT           SECURITY DESCRIPTION          VALUE
- ---------   ---------------------------------  --------
<C>         <S>                                <C>
ASSET BACKED SECURITIES (17.7%):
 $   921    Auto Finance Group, Inc., Series
              1997-B, Class B, 6.40%,
              2/15/03........................  $    920
   1,843    Auto Finance Group, Inc., Series
              1997-B, Class C, 7.00%,
              2/15/03........................     1,813
     221    Case Equipment Loan Trust, Series
              1996-B, A2, 6.25%,
              9/15/03........................       222
   2,000    Countrywide Home Equity, Series
              1997-D, Class A, 5.88%,
              12/15/23*......................     2,000
   4,753    Greentree Financial Home Equity
              Loan, 6.20%, 9/15/28*..........     4,753
   2,000    Loop Funding Master Trust I,
              Series 1997-AX, Class C1,
              6.75%, 12/26/07*...............     2,000
   5,000    MBNA Master Credit Card Trust,
              Series 1997-E, Class B, 6.03%,
              9/15/04*.......................     5,000
   2,496    Merrill Lynch Home Equity Loan,
              Series 1997-1, Class A, 5.81%,
              9/25/27*.......................     2,496
   2,828    NAL, Series 96-4, 6.90%,
              12/15/00.......................     2,774
   3,000    People's Bank Credit Card Master
              Trust, Series 97-2, Class B,
              5.96%, 4/15/05*................     2,999
     970    Structured Asset Securities
              Corp., Series 97-C1, Class D,
              6.26%, 6/25/15.................       970
   5,000    Student Loan Marketing Assoc.,
              Series 97-3, Class A3, 5.97%,
              10/25/12*......................     5,006
   5,242    The Money Store Home Equity
              Trust, Series 1993-D, Series
              A2, 5.08%, 2/15/18*............     5,168
     347    UCFC Home Equity Loan, Series
              1993-B2, Class A2, 6.20%,
              7/25/14........................       344
                                               --------
                Total Asset Backed Securities    36,465
                                               --------
           COLLATERALIZED MORTGAGE OBLIGATIONS (10.9%):
   1,965    American Housing Trust, Series
              VII, Class D, 9.25%,
              11/25/20.......................     2,219
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                       MARKET
 AMOUNT           SECURITY DESCRIPTION          VALUE
- ---------   ---------------------------------  --------
<C>         <S>                                <C>
COLLATERALIZED MORTGAGE OBLIGATIONS, CONTINUED:
 $ 1,315    Chemical Mortgage Acceptance
              Corp., 1988-2, Class A, 7.57%,
              5/25/18*.......................  $  1,351
   3,724    Citicorp Mortgage Securities,
              Series 1988-17, Class A1,
              7.11%, 11/25/18*...............     3,790
   2,982    Glendale Federal Bank, Series
              1990-1, Class A, 7.44%,
              10/25/29*......................     3,043
   1,902    Nomura Mortgage Capital Corp.,
              Series 1990-1 H, 7.00%,
              6/17/20*.......................     1,927
     679    Prudential Home Mortgage
              Securities, Series 1992-45,
              Class A4, 6.50%, 1/25/00.......       682
   3,224    Salomon Brothers Mortgage
              Securities, Series 97-2, Class
              A, 7.18%, 12/15/17*............     3,286
   4,857    Salomon Brothers, Series 1988-2
              A, 6.56%, 6/25/18*.............     4,844
   1,344    Sears Mortgage Securities Corp.
              Services, Series 1992-18, Class
              A3, 7.69%, 9/25/22*............     1,367
                                               --------
    Total Collateralized Mortgage Obligations    22,509
                                               --------
COMMERCIAL PAPER (2.4%):
   5,000    Banner Receivables, 6.20%,
              1/12/98........................     4,991
                                               --------
                       Total Commercial Paper     4,991
                                               --------
CORPORATE BONDS (1.0%):
                   Financial Services (1.0%):
   2,000    Lehman Brothers Holdings, 6.21%,
              6/3/02*........................     1,986
                                               --------
                        Total Corporate Bonds     1,986
                                               --------
FOREIGN BONDS (1.4%):
   1,402    BHN, Series 1997-1, Class A1,
              7.04%, 3/25/11*................     1,327
   1,500    Poland (Discount Brady), 6.69%,
              10/27/24, Callable 4/29/98 @
              100*...........................     1,455
                                               --------
                          Total Foreign Bonds     2,782
                                               --------
</TABLE>
 
Continued
 
                                       7

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Ultra Short-Term Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                       MARKET
 AMOUNT           SECURITY DESCRIPTION          VALUE
- ---------   ---------------------------------  --------
<C>         <S>                                <C>
OTHER MORTGAGE BACKED SECURITIES (1.6%):
 $   750    Morgan Stanley Capital Issue,
              Series 97-C1, Class A2, 6.08%,
              8/15/06*.......................  $    750
   1,180    Structured Asset Securities
              Corp., Series 1996-C1, Class C,
              5.97%, 1/25/97 144A............     1,180
   1,283    Structured Asset Securities
              Corp., Series 97-1, 6.46%,
              2/25/27*.......................     1,295
                                               --------
       Total Other Mortgage Backed Securities     3,225
                                               --------
U.S. GOVERNMENT AGENCY MORTGAGES (64.3%):
    Federal Home Loan Mortgage Corp. (12.5%):
   2,392    6.00%, 10/1/00, Gold Pool
              #G50424........................     2,396
   1,050    7.50%, 7/15/16, Series 1106,
              Class E, CMO*..................     1,078
   2,000    6.50%, 5/15/09, Series 1628......     2,041
   2,399    7.87%, 5/1/18, Pool #840160, 1
              Year CMT ARM*..................     2,513
     428    6.74%, 12/1/21, Pool #645083, 1
              Year CMT ARM*..................       436
   4,815    7.91%, 2/1/23, Pool #845297......     5,077
   4,894    6.20%, 12/15/23, Series 1637 LG,
              CMO*...........................     4,823
   2,734    9.00%, 9/1/25, Gold #C00387......     2,923
   4,542    6.45%, 6/1/26, Pool #785586, 1
              Year CMT ARM*..................     4,551
                                               --------
                                                 25,838
                                               --------
Federal National Mortgage Assoc. (38.5%):
     245    7.00%, 3/25/98, Series 1993-112
              EA, CMO........................       245
     346    6.50%, 11/1/03, Pool #44174......       351
   2,135    6.50%, 4/1/16, Pool #344051......     2,129
   1,080    6.63%, 3/1/17, Pool #47109, 1
              Year CMT ARM*..................     1,101
   4,648    6.14%, 4/1/18, Pool #84904.......     4,645
   1,688    7.30%, 5/1/18, Pool #075505,
              6 Month T-Bill ARM*............     1,757
     494    6.74%, 6/1/18, Pool #70793, 6
              Month T-Bill ARM*..............       516
   2,889    7.50%, 1/1/20, Pool #90031, 1
              Year CMT ARM*..................     2,997
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                       MARKET
 AMOUNT           SECURITY DESCRIPTION          VALUE
- ---------   ---------------------------------  --------
<C>         <S>                                <C>
U.S. GOVERNMENT AGENCY MORTGAGES, CONTINUED:
            Federal National Mortgage Assoc., continued:
 $ 1,828    6.25%, 1/25/20, Series 1993-102G,
              CMO............................  $  1,833
   2,705    7.73%, 5/1/20, ARM*..............     2,835
   5,924    7.27%, 7/1/20, Pool #133558, 1
              Year CMT ARM* (b)..............     6,139
   2,902    7.18%, 12/1/20, Pool #116590, 1
              Year CMT ARM*..................     3,003
   3,051    6.51%, 12/25/20, Series 1990-145,
              Class A, CMO*..................     3,061
   1,713    7.13%, 4/1/21, Pool #70983, 1
              Year CMT ARM*..................     1,779
     966    9.00%, 8/1/21, Pool #348983......     1,016
   1,023    7.58%, 11/1/21, Pool #124510, 1
              Year CMT ARM*..................     1,076
     469    7.50%, 11/1/22, Pool #193013, 1
              Year CMT ARM*..................       486
   2,718    7.14%, 3/1/23, Pool #202670, 6
              Month CD ARM*..................     2,846
   1,793    7.46%, 11/1/23, Pool #241828,
              6 Month CD ARM*................     1,881
     584    8.50%, 7/1/24, Pool #342036......       610
   1,384    8.50%, 10/1/24, Pool #345876.....     1,446
   1,469    9.00%, 4/1/25, Pool #370122......     1,547
   1,876    6.22%, 7/1/25, Pool #326092, 1
              Year CMT ARM*..................     1,951
   1,546    9.00%, 8/1/25, Pool #361354......     1,628
   6,975    7.70%, 6/1/26, Pool #313555*.....     7,191
   2,193    7.51%, 11/1/26, Pool #363030, 1
              Year CMT ARM*..................     2,256
      55    6.00%, 2/20/27, Pool #80045......        56
   4,265    6.73%, 3/18/27, Series 1997-7 FB,
              CMO*...........................     4,277
   4,284    7.17%, 7/1/27, Pool #70179, 1
              Year CMT ARM*..................     4,440
   4,451    6.15%, 3/15/27, Pool #67694, COFI
              ARM............................     4,448
   4,948    6.17%, 8/1/29, Pool# 303742*.....     4,945
   4,592    7.50%, 1/1/31, Pool #124945, 1
              Year CMT ARM*..................     4,816
                                               --------
                                                 79,307
                                               --------
</TABLE>
 
Continued
 
                                       8

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Ultra Short-Term Income Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                       MARKET
 AMOUNT           SECURITY DESCRIPTION          VALUE
- ---------   ---------------------------------  --------
<C>         <S>                                <C>
U.S. GOVERNMENT AGENCY MORTGAGES, CONTINUED:
Government National Mortgage Assoc. (13.3%):
 $ 2,190    9.00%, 11/15/24, Pool #780029....  $  2,378
   4,893    6.50%, 7/20/27, Pool #80095, 1
              Year CMT ARM...................     4,966
  14,852    6.00%, 7/20/27, Pool #80094, 1
              Year CMT ARM...................    15,038
   4,989    7.50%, 11/20/27, Pool # 80136*...     5,036
                                               --------
                                                 27,418
                                               --------
       Total U.S. Government Agency Mortgages   132,563
                                               --------
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                       MARKET
 AMOUNT           SECURITY DESCRIPTION          VALUE
- ---------   ---------------------------------  --------
<C>         <S>                                <C>
REPURCHASE AGREEMENTS (0.8%):
 $ 1,601    Prudential Securities, 6.80%,
              01/02/98 (Collateralized by
              $2,324 U.S. Government Agency
              Securities, 6.19%, 10/1/24,
              market value $1,649)...........  $  1,601
                                               --------
                  Total Repurchase Agreements     1,601
                                               --------
                    Total (Cost $205,155) (a)  $206,122
                                               ========
</TABLE>
 
- ------------
 
Percentages indicated are based on net assets of $206,003.
(a) Represents cost for financial reporting purposes and differs from value by
    net unrealized appreciation of securities as follows (amounts in thousands):
 
<TABLE>
                   <S>                                                           <C>
                   Unrealized appreciation.....................................  $1,188
                   Unrealized depreciation.....................................    (273)
                                                                                 ------
                   Net unrealized appreciation.................................  $  915
                                                                                 ======
</TABLE>
 
(b) Serves as collateral for futures contracts.
 
At December 31, 1997, the Portfolio's open futures contracts were as follows:
 
<TABLE>
<CAPTION>
                                                                                          CURRENT
                                                                               OPENING    MARKET
                   NUMBER OF                                                  POSITIONS    VALUE
                   CONTRACTS                   CONTRACT TYPE                    (000)      (000)
                   ---------   ---------------------------------------------    -----      -----
                   <C>         <S>                                            <C>         <C>
                    35         Short U.S. 5 Year Note March 1998 Futures....    (5,413)    (5,431)
                    80         Short U.S. 2 Year Note March 1998 Futures....   (24,894)   (24,928)
                                                                               -------    -------
                                                                               (30,307)   (30,359)
                                                                               =======    =======
</TABLE>
 
 * The interest rate for this variable rate note, which will change
   periodically, is based upon prime rates or an index of market rates. The rate
   reflected on the Schedule of Portfolio of Investments is the rate in effect
   at December 31, 1997.
 
<TABLE>
<S>  <C>
ARM  Adjustable Rate Mortgage
CD   Certificate of Deposit
CMO  Collateralized Mortgage Obligation
CMT  Collateralized Mortgage Trust
COFI Cost of Funds Index
</TABLE>
 
See notes to financial statements.
 
                                       9

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Limited Volatility Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
ASSET BACKED SECURITIES (14.2%):
 $ 2,481    Bay View Auto Trust, Series 97-RA1,
              Class A1, 6.29%, 12/15/01........  $  2,480
   4,954    Case Equipment Loan Trust, 96-A,
              Class A2, 5.50%, 2/15/03.........     4,933
     200    CIT Group Securitization Corp.,
              Series 1995-1, Class A1, 7.70%,
              8/15/20..........................       201
   7,750    Citibank, Master Series 97-9, Class
              A, 0.00%, 8/15/06................     5,154
   4,525    Consumer Portfolio Services, Series
              1997-2 A, 6.65%, 10/15/02........     4,552
   3,313    Countrywide Asset-Backed
              Certificate, 6.53%, 2/25/14......     3,346
   5,927    DVI Equipment Receivables Trust,
              Series 1997-A, Class A, 6.45%,
              1/15/04..........................     5,983
   1,010    EQCC Home Equity Loan Trust,
              1996-3, Class A3, 6.20%,
              7/15/05..........................     1,008
   5,681    Fifth Third Auto Grantor Trust,
              1996-A, Class A, 6.20%,
              9/15/01..........................     5,688
   4,750    Fifth Third Auto Grantor Trust,
              1996-B, Class A, 6.45% 3/15/02...     4,770
   5,000    Ford Motor Credit Auto Loan Master,
              1995-1, Class A, 6.50%,
              8/15/02..........................     5,055
   6,500    Metris Mastertrust, 7.11%,
              10/1/05..........................     6,702
   2,828    NAL, Series 96-4, 6.90%,
              12/15/00.........................     2,774
   7,000    National Premier Funding, Series
              1995-6, 7.00%, 6/1/99............     7,015
   2,062    Navistar Financial Corp. Owner
              Trust, 1996-B, Class A2, 5.93%,
              11/20/99.........................     2,063
  10,623    Newcourt Receivables Trust, 1996-3,
              Class A, 6.24%, 12/20/04.........    10,620
   6,208    Olympic Automobile Receivables
              Trust, 1996-D, Class A2, 5.75%,
              4/15/00..........................     6,198
   7,000    Proffitt's Credit Card Master
              Trust, Series 1997-2, Class B,
              6.69%, 12/15/00..................     7,122
       0    Union Federal Savings Bank Trust,
              Series 1993-C, 4.88%, 2/15/00
              (c)..............................         0
                                                 --------
                  Total Asset Backed Securities    85,664
                                                 --------
              COLLATERALIZED MORTGAGE OBLIGATIONS (0.0%):
     104    Prudential Home Mortgage, Series
              1992-44, 6.00%,
              1/25/98, CMO.....................       104
                                                 --------
      Total Collateralized Mortgage Obligations       104
                                                 --------
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
CORPORATE BONDS (10.8%):
Banking, Finance & Insurance (9.6%):
 $ 3,000    Avco Financial Services, 7.25%,
              7/15/99..........................  $  3,060
   1,000    Caterpillar Financial Services,
              6.35%, 4/1/99....................     1,004
   1,000    Dean Witter Discover & Co.,
              6.25%, 3/15/00...................     1,005
   1,850    Ford Motor Credit Corp.,
              7.45%, 4/13/00...................     1,906
   7,000    Ford Motor Credit Corp.,
              8.38%, 1/15/00...................     7,315
   2,650    GMAC, 7.13%, 5/10/00...............     2,710
   7,000    Goldman Sachs Group, 7.80%,
              7/15/02, 144A....................     7,420
  10,000    Greenwich Capital, 7.04%, 12/13/99,
              Private Placement................     9,999
   1,400    International Lease Finance, 5.83%,
              3/12/98..........................     1,400
   4,500    Lehman Brothers Holdings, Inc.,
              8.88%, 11/1/98...................     4,601
   5,000    Lehman Brothers Holdings, Inc.,
              7.63%, 8/1/98....................     5,046
   3,000    Lehman Brothers Holdings, Inc.,
              10.00%, 5/15/99..................     3,150
   4,000    Lehman Brothers Holdings, Inc.,
              9.88%, 10/15/00..................     4,360
   5,000    Visa International, 6.72%, 2/4/02,
              144A.............................     5,069
                                                 --------
                                                   58,045
                                                 --------
Industrial Goods & Services (1.2%):
   2,000    Columbia Pictures Entertainment,
              Inc., 9.88%, 2/1/98..............     2,004
   5,000    Sears Roebuck Co., 6.69%,
              8/13/01..........................     5,075
                                                 --------
                                                    7,079
                                                 --------
                          Total Corporate Bonds    65,124
                                                 --------
OTHER MORTGAGE BACKED SECURITIES (1.7%):
   5,150    Evans Withycombe Finance Trust,
              Series 1, Class A1, 7.98%,
              8/1/01...........................     5,406
   4,755    Nomura Mortgage Capital Corp.,
              Series 90-1, Class H, 7.00%,
              6/17/20..........................     4,818
                                                 --------
         Total Other Mortgage Backed Securities    10,224
                                                 --------
U.S. GOVERNMENT AGENCY MORTGAGES (37.9%):
Federal Home Loan Mortgage Corp. (16.9%):
   1,851    6.50%, 1/1/01, Pool #M8038.........     1,857
  10,883    7.00%, 1/1/02, Pool #G50415........    11,032
   9,744    6.50%, 5/1/02, Pool #G50444........     9,796
     331    9.00%, 12/1/05, Pool #G00005.......       346
     333    9.00%, 1/1/06, Pool #G00012........       348
     654    8.00%, 10/1/06, Pool #G00052.......       676
   1,987    7.00%, 3/1/07, Pool #G34594........     2,018
</TABLE>
 
Continued
 
                                       10

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Limited Volatility Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
U.S. GOVERNMENT AGENCY MORTGAGES, CONTINUED:
Federal Home Loan Mortgage Corp., continued:
 $ 2,592    7.50%, 4/1/07, Pool #G00084........  $  2,660
   1,942    7.00%, 4/1/07, Pool #G00087........     1,972
   3,169    7.50%, 11/1/07, Pool #E00165.......     3,252
   4,300    8.50%, 2/1/08, Gold Pool #10133....     4,465
   2,109    7.00%, 12/1/08, Pool #E20065.......     2,150
   2,532    8.00%, 1/1/10, Pool #G00355........     2,615
   7,279    8.00%, 2/1/10, Pool #G10328........     7,518
   9,371    7.00%, 10/1/10, Gold Pool
              #E61709..........................     9,567
  12,932    7.00%, 5/1/11, Pool #E20241........    13,146
  10,000    5.25%, 9/15/15, REMIC/CMO, Series
              1638, Class BC...................     9,948
  13,209    8.25%, 12/15/16, REMIC/CMO, Series
              1770, Class PD...................    13,517
   4,507    6.68%, 10/1/26, Pool #785652.......     4,597
                                                 --------
                                                  101,480
                                                 --------
Federal National Mortgage Assoc. (14.5%):
  10,112    6.50%, 8/1/01, Pool #190976........    10,134
  14,921    7.00%, 7/17/05, Series 97-26 Gd....    15,234
     198    9.00%, 9/1/05, Pool #50340.........       207
  21,146    6.60%, 10/18/05, 97-26 B...........    21,298
     204    9.00%, 11/1/05, Pool #50361........       213
     242    8.50%, 4/1/06, Pool #116875........       251
  13,863    7.42%, 9/1/06, Pool #73618.........    14,863
   7,063    7.00%, 6/1/10, Pool #315928........     7,207
   6,150    6.50%, 9/1/10, Pool #325479........     6,181
   4,859    6.50%, 10/1/10, Pool #250377.......     4,883
   3,053    7.00%, 11/1/10, Pool #250387.......     3,115
   3,614    7.50%, 2/1/11, Pool #303755........     3,710
                                                 --------
                                                   87,296
                                                 --------
Government National Mortgage Assoc. (3.0%):
       3    8.00%, 2/15/02, Pool #192917.......         3
      19    8.00%, 3/15/02, Pool #209172.......        20
       3    9.00%, 6/15/02, Pool #229311.......         3
      73    9.00%, 10/15/02, Pool #229569......        77
      15    8.00%, 6/15/05, Pool #28827........        15
      11    9.00%, 9/15/05, Pool #292569.......        12
      65    9.00%, 10/15/05, Pool #292589......        69
      15    8.00%, 5/15/06, Pool #303851.......        16
       6    8.00%, 7/15/06, Pool #307231.......         6
      45    8.00%, 8/15/06, Pool #311166.......        46
      39    8.00%, 9/15/06, Pool #311301.......        40
     325    8.00%, 10/15/06, Pool #316915......       338
      42    8.00%, 11/15/06, Pool #311131......        44
     269    8.00%, 11/15/06, Pool #313528......       280
      87    8.00%, 11/15/06, Pool #315078......        90
     414    8.00%, 11/15/06, Pool #312210......       431
     116    8.00%, 11/15/06, Pool #316671......       121
     151    8.00%, 12/15/06, Pool #311384......       157
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
U.S. GOVERNMENT AGENCY MORTGAGES, CONTINUED:
Government National Mortgage Assoc., continued:
 $   102    8.00%, 1/15/07, Pool #317663.......  $    106
     283    8.00%, 2/15/07, Pool #316086.......       294
     178    8.00%, 3/15/07, Pool #318825.......       185
      73    8.00%, 3/15/07, Pool #178684.......        76
     173    8.00%, 4/15/07, Pool #316441.......       180
  11,148    6.88%, 11/20/25, Pool #8746 ARM....    11,406
   4,029    7.00%, 1/20/26, Pool #8790.........     4,127
                                                 --------
                                                   18,142
                                                 --------
U.S. Government Agencies (3.5%):
  20,000    Tennessee Valley Authority, 8.38%,
              10/1/99 (b)......................    20,800
                                                 --------
         Total U.S. Government Agency Mortgages   227,718
                                                 --------
U.S. GOVERNMENT AGENCY SECURITIES (15.8%):
               Federal Farm Credit Bank (0.3%):
   1,735    5.31%, 5/26/98.....................     1,733
                                                 --------
Federal Home Loan Bank (6.8%):
     750    5.99%, 8/27/98.....................       749
   1,000    5.97%, 8/27/98.....................     1,001
   2,000    5.64%, 11/9/98.....................     1,997
   4,000    6.60%, 4/13/99 (b).................     4,043
  17,000    5.58%, 2/23/01 (b).................    16,807
  10,000    7.78%, 10/19/01 (b)................    10,630
   5,485    7.02%, 10/1/26, Pool #785674
              ARM*.............................     5,632
                                                 --------
                                                   40,859
                                                 --------
Federal National Mortgage Assoc. (8.7%):
   3,000    8.20%, 3/10/98 (b).................     3,014
   2,000    5.30%, 3/11/98 (b).................     1,999
   3,600    6.90%, 3/27/98.....................     3,610
   4,000    5.35%, 4/1/98......................     3,997
   2,000    5.55%, 3/12/99.....................     1,996
   2,000    5.80%, 3/19/99.....................     1,996
   4,000    6.35%, 4/8/99......................     4,023
  22,000    5.72%, 3/8/01 (b)..................    21,896
  10,000    6.16%, 3/29/01 (b).................    10,080
                                                 --------
                                                   52,611
                                                 --------
        Total U.S. Government Agency Securities    95,203
                                                 --------
U.S. TREASURY OBLIGATIONS (17.0%):
U.S. Treasury Notes (9.7%):
   2,000    7.88%, 4/15/98.....................     2,014
   2,000    6.13%, 5/15/98.....................     2,005
   2,000    5.88%, 8/15/98.....................     2,003
   2,000    7.13%, 10/15/98....................     2,023
   1,500    6.38%, 1/15/99.....................     1,512
   3,000    6.50%, 4/30/99.....................     3,033
   1,000    6.38%, 4/30/99.....................     1,009
   1,300    5.88%, 11/15/99 (b)................     1,305
   2,500    7.75%, 1/31/00 (b).................     2,601
</TABLE>
 
Continued
 
                                       11
<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Limited Volatility Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
            U.S. TREASURY OBLIGATIONS, CONTINUED:
            U.S. Treasury Notes, continued:
 $ 3,500    8.50%, 2/15/00.....................  $  3,696
   3,650    5.88%, 2/15/00 (b).................     3,665
   4,000    8.88%, 5/15/00.....................     4,287
   2,400    6.25%, 5/31/00.....................     2,430
   1,250    6.13%, 9/30/00.....................     1,263
  10,000    6.63%, 6/30/01 (b).................    10,280
  14,500    6.50%, 10/15/06 (b)................    15,191
                                                 --------
                                                   58,317
                                                 --------
            U.S. Treasury STRIPS (7.3%):
   7,000    2/15/99 (b)........................     6,575
  17,500    2/15/00 (b)........................    15,535
  15,000    11/15/01 (b).......................    12,064
  15,500    7/15/05............................    10,044
                                                 --------
                                                   44,218
                                                 --------
                Total U.S. Treasury Obligations   102,535
                                                 --------
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
            YANKEE & EURODOLLAR (1.9%):
 $ 5,000    Industrial Bank of Korea, 7.10%,
              10/15/01.........................  $  4,000
   5,000    Peoples Republic of China, 7.38%,
              7/3/01...........................     5,063
   5,000    Shinhan Bank, 7.25%, 6/26/02,
              144A.............................     2,500
                                                 --------
                      Total Yankee & Eurodollar    11,563
                                                 --------
            REPURCHASE AGREEMENTS (0.1%):
     892    PRUDENTIAL SECURITIES, 6.80%,
              1/2/98 (Collateralized by $1,295
              U.S. Government Agency
              Securities, 6.19%, 10/1/24,
              market value $919)...............       892
                                                 --------
                    Total Repurchase Agreements       892
                                                 --------
                      Total (Cost $593,578) (a)  $599,027
                                                 ========
</TABLE>
 
- ------------
 
Percentages indicated are based on net assets of $602,440.
 
(a) Represents cost for financial reporting purposes and differs from value by
    net unrealized appreciation of securities as follows (amounts in thousands):
 
<TABLE>
                   <S>                                                           <C>
                   Unrealized appreciation.....................................  $9,089
                   Unrealized depreciation.....................................  (3,640)
                                                                                 ------
                   Net unrealized appreciation.................................  $5,449
                                                                                 ======
</TABLE>
 
(b) A portion of this security was loaned as of December 31, 1997.
 
(c) Rounds to less than $1,000.
 
 * The interest rate, for this variable rate note, which will change
   periodically, is based upon prime rates or an index of market rates. The rate
   reflected on the Schedule of Portfolio of Investments is the rate in effect
   at December 31, 1997.
 
ARM   Adjustable Rate Mortgage
CMO  Collateralized Mortgage Obligation
 
See notes to financial statements.
 
                                       12

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Intermediate Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
ASSET BACKED SECURITIES (9.0%):
 $ 1,000    Advanta Credit Card Master Trust,
              Series 1996-A, 6.00%, 11/15/05...  $  1,012
     911    Advanta Mortgage Loan Trust, Series
              1994-4, Class A1, 8.55%,
              11/25/12.........................       927
   5,000    Aesop Funding II, Series 1997-1,
              Class A2, 6.40%, 10/20/03........     5,018
   3,497    Aircraft Lease Portfolio
              Securitization Ltd., Series 94-1,
              Class A2, 7.15%, 9/15/04.........     3,516
     823    Chase Manhattan Guarantor Trust,
              Series 1996-A, Class A, 5.20%,
              2/15/02..........................       817
   1,000    Chemical Master Credit Card Trust,
              Series 1995-2, Class A, 6.23%,
              6/15/03..........................     1,005
   1,010    EQCC Home Equity Loan Trust,
              1996-3, Class A3, 6.20%,
              7/15/05..........................     1,008
   6,000    EQCC Home Equity Loan Trust, Series
              1996-4, Class A6, 6.88%,
              7/15/14..........................     6,123
   1,150    Ford Motor Credit Auto Loan Master,
              1995-1, Class A, 6.50%,
              8/15/02..........................     1,163
   3,000    Greentree Financial Home
              Improvement Corp., Series 1997-D,
              Class HIA2, 6.45%, 10/15/23......     3,017
  10,000    Keycorp Auto, Series 1997-2A4,
              6.15%, 10/15/01..................    10,009
   4,241    NAL, Series 96-4, 6.90%,
              12/15/00.........................     4,162
   3,247    NAL, Series 97-2 Class A, 7.75%,
              12/15/02.........................     3,245
     750    Prime Credit Card Master Trust,
              Series 1996-1, 6.70%, 7/15/04....       762
   5,000    Rental Car Finance, Series 97-1,
              Class A2, 6.45%, 8/25/04.........     5,021
     700    Sears Credit Account Master Trust,
              Series 1995-4, Class A, 6.25%,
              1/15/03..........................       701
   4,000    Team Fleet Financing Corp., Series
              97-1, Class A, 7.35%, 5/15/03....     4,148
     363    UCFC Home Equity Loan, Series
              1994-A, Class A2, 5.53%,
              5/10/09..........................       363
     550    UFSB, Series 1994-B, Class B,
              6.43%, 7/10/00...................       550
   2,950    Union Acceptance Corp., Series
              1995-D, 6.03%, 1/7/03............     2,941
   6,000    World Financial Network Credit
              Card, Series 96-1, Class A,
              6.70%, 2/15/04...................     6,110
                                                 --------
                  Total Asset Backed Securities    61,618
                                                 --------
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
COMMERCIAL PAPER (1.0%):
Financial Services (1.0%):
 $ 7,000    Broadway Capital Corp., 6.20%,
              1/20/98..........................  $  6,976
                                                 --------
  Total Commercial Paper                            6,976
                                                 --------
CORPORATE BONDS (17.4%):
Banking, Finance & Insurance (7.6%):
   5,000    Bankers' Trust, 7.25%, 1/15/03.....     5,181
   4,000    Capital One Bank, 6.61%, 6/22/99...     4,010
   3,000    First Hawaiian, Inc., 6.25%,
              8/15/00..........................     2,996
   1,000    Ford Motor Credit Corp., 6.63%,
              6/30/03..........................     1,020
  10,000    Goldman Sachs Group, 6.38%,
              6/15/00..........................    10,050
   5,000    Greenwich Capital, 7.04%, 12/13/99,
              Private Placement................     5,000
   3,000    Lehman Brothers Holdings, Inc.,
              9.88%, 10/15/00..................     3,270
   5,000    Lehman Brothers Holdings, Inc.,
              8.88%, 3/1/02....................     5,456
   3,000    Lehman Brothers Holdings, Inc.,
              7.25%, 4/15/03...................     3,109
   6,000    Liberty Mutual Insurance, 8.20%,
              5/4/07 (b).......................     6,645
   5,000    Metropolitan Life, 7.70%,
              11/1/15..........................     5,350
                                                 --------
                                                   52,087
                                                 --------
Gas & Electric Utility (0.7%):
   2,500    Duke Power Co., 7.00%, 6/1/00......     2,553
   2,229    Kern River Fund, 6.42%, 3/31/01
              (b)..............................     2,232
                                                 --------
                                                    4,785
                                                 --------
Industrial Goods & Services (2.7%):
   2,000    Dayton Hudson Corp., 7.50%,
              3/1/99...........................     2,035
   5,000    Excel Paralubes Funding, 7.13%,
              11/1/11..........................     5,160
   2,000    Limited, Inc., 8.88%, 8/15/99......     2,080
     600    Lockheed Martin Corp., 9.38%,
              10/15/99.........................       632
   5,000    Sears Roebuck Acceptance, Series
              MTN3, 7.07%, 9/18/01.............     5,138
   2,500    Union Oil Co., 7.24%, 4/1/99.......     2,538
     650    VF Corp., 6.63%, 3/15/03...........       658
                                                 --------
                                                   18,241
                                                 --------
Real Estate (1.3%):
   5,000    Meditrust, 7.60%, 7/15/01..........     5,138
   4,000    Prime Properties Funding, 6.80%,
              8/15/02..........................     4,065
                                                 --------
                                                    9,203
                                                 --------
Yankee & Eurodollar (5.1%):
   3,000    Avon Energy Partners, 6.73%,
              12/11/02.........................     3,015
   2,300    China Light & Power, 7.50%,
              4/15/06..........................     2,283
   3,000    D.R. Investments, 7.10%, 5/15/02...     3,083
   4,000    Dao Heng Bank, 7.75%, 1/24/07......     3,525
   3,000    Industrial Finance Corp.-Thailand,
              7.00%, 8/04/07...................     2,850
</TABLE>
 
Continued
 
                                       13

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Intermediate Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
CORPORATE BONDS, CONTINUED:
                          Yankee & Eurodollar, continued:
 $ 4,000    Kingdom of Thailand, 7.75%, 4/15/07
              (b)..............................  $  2,800
     500    Nippon Telephone & Telegraph,
              9.50%, 7/27/98...................       510
   6,225    Petronas, 6.88%, 7/1/03 (b)........     5,960
   5,000    Pohang Iron & Steel Co., 7.38%,
              5/15/05..........................     3,900
   4,500    Poland, 6.69%, 10/27/24, Callable
              4/29/98 @ 100*...................     4,365
   3,000    Ras Laffan Gas, 7.63%, 9/15/06.....     2,910
                                                 --------
                                                   35,201
                                                 --------
Total Corporate Bonds                             119,517
                                                 --------
OTHER MORTGAGE BACKED SECURITIES (4.4%):
   1,826    BHN, Series 1997-1, Class A2,
              7.92%, 7/25/09...................     1,728
   4,000    Equitable, Series 174, Class A1,
              7.24%, 5/15/06, Private
              Placement........................     4,218
   1,856    Independent National Mortgage
              Corp., Series 1995-S, Class A1,
              7.10%, 1/15/26...................     1,851
   2,000    J.P. Morgan & Co., Inc., Series
              1997, Class C4, 7.47%,
              12/26/28.........................     2,109
   5,000    JPMC, Series 1996-C2, Class B,
              6.80%, 11/25/27..................     5,057
   5,000    MLMI, Series 97-C2 A2, 6.54%,
              12/10/29.........................     5,036
   4,000    Mortgage Capital Funding Inc.,
              Series 1996-MC2, Class A3, 7.08%,
              9/20/06..........................     4,124
   3,013    Prudential Home Mortgage
              Securities, 6.50%, 5/25/00.......     3,005
   3,022    Wells Fargo Capital Markets, Series
              96-1, Class A1, 6.56%,
              12/29/05.........................     3,056
                                                 --------
  Total Other Mortgage Backed Securities ......    30,184
                                                 --------
U.S. GOVERNMENT AGENCY MORTGAGES (37.3%):
Federal Home Loan Mortgage Corp. (13.5%):
   9,984    6.50%, 10/1/04, Gold Pool
              #M80495..........................    10,015
   2,000    7.00%, 6/15/06, Series #1457-PH,
              CMO..............................     2,031
      56    8.00%, 4/1/07, Pool #160022........        58
     942    7.50%, 8/1/08, Gold Pool #G10117...       967
   9,338    6.00%, 12/15/08, Series 1624,
              CMO..............................     9,091
   1,887    8.50%, 1/1/10, Gold Pool #E00356...     1,960
   3,893    8.50%, 1/1/10, Gold Pool #G10305...     4,042
     228    7.00%, 8/1/10, Gold Pool #E20187...       233
   3,560    7.00%, 9/1/10, Gold Pool #E00393...     3,629
   3,424    7.50%, 7/1/11, Gold Pool #E20253...     3,521
   9,834    7.00%, 9/1/12, Gold Pool #
              E00506...........................     9,985
   7,000    6.50%, 12/1/12, 15 Year TBA........     7,011
   8,000    8.00%, 2/15/20, Gold Series
              #1770-PE, CMO....................     8,286
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
U.S. GOVERNMENT AGENCY MORTGAGES, CONTINUED:
Federal Home Loan Mortgage Corp., continued:
 $ 3,000    6.00%, 4/15/20, Series #1534-F,
              CMO..............................  $  2,954
     614    8.00%, 7/1/20, Gold Pool #A01047...       643
   3,000    6.50%, 10/15/21, Series #1590-GA,
              CMO..............................     3,017
      27    7.00%, 4/1/22, Pool #D17544........        27
   2,762    8.00%, 8/1/24, Pool #G00245........     2,868
   2,646    8.00%, 11/1/24, Gold Pool
              #C00376..........................     2,748
   4,001    7.50%, 8/1/25, Gold Pool #C00414...     4,111
   3,652    7.00%, 4/1/26, Pool #C00452........     3,693
   4,005    6.98%, 7/1/26, Pool #785618........     4,043
   7,038    7.50%, 1/15/27, Series 1927, CMO...     7,395
                                                 --------
                                                   92,328
                                                 --------
Federal National Mortgage Assoc. (9.3%):
       5    6.50%, 12/1/02, Pool #6345.........         5
   1,684    8.00%, 9/25/04, Series 1991-155G...     1,722
   2,000    6.75%, 12/25/04, Series 1993-6C,
              CMO..............................     2,010
   1,500    7.05%, 6/25/06, Series 1993-11,
              Class G..........................     1,528
     730    7.00%, 1/1/07, Pool #145771........       741
   2,500    7.50%, 8/25/07, Series G92-48,
              Class H, CMO.....................     2,552
     412    7.50%, 11/1/09, Pool #158..........       424
   2,628    7.00%, 6/1/10, Pool #312903........     2,682
   4,252    6.50%, 12/1/10, Pool #322598.......     4,273
   1,647    6.50%, 4/1/11, Pool #337903........     1,655
     240    7.50%, 5/1/14, Pool #57930.........       248
     591    5.70%, 8/25/16, Series G93-39,
              Class A, CMO.....................       582
     117    7.00%, 4/1/17, Pool #44696.........       119
     588    7.95%, 8/25/19, Series 1990-14,
              CMO..............................       598
     500    6.25%, 11/25/19, Series G93-32,
              Class PG.........................       484
     101    8.00%, 3/1/21, Pool #70825.........       105
   2,000    5.00%, 5/25/22, Series G93-10,
              Class G, CMO.....................     1,828
   3,210    7.50%, 11/1/22, Pool #189190.......     3,297
   2,116    8.00%, 5/1/24, Pool #250066........     2,197
   4,217    8.50%, 7/1/24, Pool #250103........     4,418
   2,701    7.50%, 10/1/24, Pool #303031.......     2,774
   1,018    8.50%, 5/1/25, Pool #308499........     1,068
     334    7.50%, 5/1/25, Pool #293928........       343
     824    7.50%, 5/1/25, Pool #311810........       847
   1,450    8.50%, 6/1/25, Pool #315277........     1,520
   3,443    7.00%, 7/1/25, Pool #312931........     3,480
   3,486    7.00%, 7/1/25, Pool #290387........     3,523
   4,762    7.13%, 6/1/26, Pool #341503........     4,840
   4,950    7.00%, 9/1/27, Pool #313687........     4,987
   9,000    6.00%, 11/1/27, Series 1997-79,
              Class PE.........................     8,703
                                                 --------
                                                   63,553
                                                 --------
Government National Mortgage Assoc. (14.5%):
       0    10.50%, 2/15/98, Pool #59539 (c)...         0
       2    10.50%, 7/15/98, Pool #069629......         2
</TABLE>
 
Continued
 
                                       14

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Intermediate Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
U.S. GOVERNMENT AGENCY MORTGAGES, CONTINUED:
Government National Mortgage Assoc., continued:
 $     4    11.00%, 9/15/98, Pool #101670......  $      4
       0    10.50%, 9/15/98, Pool #103573
              (c)..............................         0
       4    11.00%, 6/15/99, Pool #110948......         5
       5    11.00%, 3/15/00, Pool #123750......         5
       6    10.00%, 12/15/00, Pool #136214.....         6
      52    10.00%, 1/15/01, Pool #145167......        55
      50    10.00%, 1/15/01, Pool #145328......        53
      11    9.00%, 6/15/01, Pool #166985.......        11
       1    9.00%, 6/15/01, Pool #164431.......         1
       5    9.00%, 6/15/01, Pool #161443.......         5
       5    8.50%, 6/15/01, Pool #162447.......         5
      50    8.50%, 6/15/01, Pool #137056.......        52
      35    6.50%, 6/15/01, Pool #1305.........        35
      37    6.50%, 6/15/01, Pool #1305.........        37
       8    9.00%, 7/15/01, Pool #155822.......         9
      44    9.00%, 8/15/01, Pool #173460.......        46
      59    8.50%, 8/15/01, Pool #164207.......        61
       6    9.00%, 9/15/01, Pool #177121.......         6
       4    9.00%, 10/15/01, Pool #177634......         5
      62    9.00%, 10/15/01, Pool #179852......        65
       7    9.00%, 10/15/01, Pool #185596......         8
      10    9.00%, 11/15/01, Pool #174365......        10
      89    9.00%, 11/15/01, Pool #191819......        93
       3    8.50%, 11/15/01, Pool #183462......         3
      44    8.50%, 12/15/01, Pool #199837......        46
      12    8.50%, 12/15/01, Pool #182959......        12
      48    8.50%, 12/15/01, Pool #199182......        50
      10    9.00%, 1/15/02, Pool #205001.......        10
      69    8.00%, 3/15/02, Pool #205933.......        72
      50    8.00%, 3/15/02, Pool #210065.......        52
      55    8.50%, 5/15/02, Pool #213776.......        57
      33    8.00%, 5/15/02, Pool #203042.......        34
      61    8.00%, 5/15/02, Pool #180296.......        64
      87    8.50%, 6/15/02, Pool #2297.........        91
      41    9.00%, 8/15/02, Pool #232424.......        43
      52    9.00%, 10/15/02, Pool #246307......        54
      10    9.00%, 11/15/02, Pool #235553......        11
       3    9.00%, 6/15/03, Pool #247863.......         4
      45    8.50%, 9/15/04, Pool #274390.......        47
      86    9.00%, 10/15/04, Pool #281655......        90
      63    9.00%, 10/15/04, Pool #229506......        67
      60    8.50%, 10/15/04, Pool #277469......        63
      96    8.50%, 11/15/04, Pool #253471......       100
      81    9.00%, 5/15/05, Pool #288771.......        86
      29    9.00%, 6/15/05, Pool #283904.......        30
      98    9.00%, 8/15/05, Pool #297031.......       103
      53    9.50%, 10/15/05, Pool #291846......        56
      15    9.00%, 10/15/05, Pool #292589......        15
      83    9.00%, 11/15/05, Pool #292610......        87
      39    9.00%, 11/15/05, Pool #299161......        41
      63    9.00%, 12/15/05, Pool #299569......        66
      70    7.50%, 2/15/06, Pool #7855.........        72
      82    8.50%, 4/15/06, Pool #307487.......        85
      50    7.50%, 6/15/06, Pool #7855.........        52
      30    8.00%, 10/15/06, Pool #11503.......        31
      72    8.00%, 1/15/07, Pool #14709........        76
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
U.S. GOVERNMENT AGENCY MORTGAGES, CONTINUED:
Government National Mortgage Assoc., continued:
 $    27    7.50%, 4/15/07, Pool #16991........  $     28
     239    7.50%, 5/15/07, Pool #329528.......       246
      71    7.50%, 7/15/07, Pool #17316........        74
     125    7.50%, 8/15/07, Pool #19015........       128
      22    9.00%, 1/15/09, Pool #26076........        23
     125    9.00%, 4/15/09, Pool #30352........       135
      82    8.00%, 5/15/09, Pool #385676.......        86
   4,400    6.50%, 7/15/09, Pool #780316.......     4,449
      24    8.00%, 8/15/09, Pool #372143.......        25
      38    9.50%, 10/15/09, Pool #36582.......        42
     578    8.00%, 10/15/09, Pool #380639......       601
      12    11.00%, 2/15/10, Pool #38993.......        14
   1,390    7.50%, 2/15/12, Pool #393363.......     1,431
   1,915    7.50%, 3/15/12, Pool #399163.......     1,973
   1,443    7.50%, 3/15/12, Pool #441145.......     1,486
      40    10.50%, 2/15/13, Pool #6507........        44
       2    12.00%, 1/15/15, Pool #112920......         2
      71    9.00%, 8/15/16, Pool #164502.......        77
      40    9.50%, 9/15/16, Pool #158201.......        43
      20    9.00%, 9/15/16, Pool #168987.......        21
      46    9.00%, 9/15/16, Pool #179044.......        50
      19    9.00%, 9/15/16, Pool #175362.......        21
      64    9.00%, 12/15/16, Pool #198652......        70
      57    9.50%, 1/15/17, Pool #185619.......        62
     129    8.50%, 1/15/17, Pool #203625.......       138
      38    9.00%, 3/15/17, Pool #180330.......        42
       9    8.50%, 3/15/17, Pool #196700.......        10
     212    8.50%, 5/15/17, Pool #217536.......       226
      10    8.50%, 6/15/17, Pool #188545.......        11
   2,560    8.50%, 11/15/17, Pool #780086......     2,738
     193    9.00%, 7/15/18, Pool #226769.......       210
       8    9.50%, 9/15/18, Pool #258627.......         9
      40    9.50%, 12/15/18, Pool #229531......        44
      37    9.50%, 10/15/19, Pool # 279630.....        40
      61    9.00%, 11/15/19, Pool #279649......        66
     130    9.50%, 2/15/20, Pool #281655.......       141
      45    9.00%, 2/15/20, Pool #286315.......        48
      12    7.50%, 7/20/20, Series 1996-25.....        12
      55    9.50%, 9/15/20, Pool #292918.......        60
      70    9.00%, 7/15/21, Pool #311256.......        76
     185    8.00%, 4/15/22, Pool #325461.......       193
     264    8.00%, 5/15/22, Pool #317346.......       276
      15    8.00%, 5/15/22, Pool #317358.......        16
     104    8.00%, 5/15/22, Pool #320675.......       109
     419    8.00%, 7/15/22, Pool #183670.......       437
   2,759    8.00%, 7/15/22, Pool #426612.......     2,866
     467    7.50%, 8/15/22, Pool #333881.......       481
   1,700    7.00%, 8/15/23, Pool #352108.......     1,723
   6,751    7.00%, 9/15/23, Pool #363030.......     6,839
   2,373    7.00%, 11/15/23, Pool #352022......     2,405
   8,933    6.50%, 1/15/24, Pool #366706.......     8,905
  11,032    7.00%, 2/15/24, Pool #371281.......    11,174
   3,492    9.00% 11/15/24, Pool #780029.......     3,791
   1,884    7.50%, 1/15/26, Pool #416874.......     1,937
   1,829    7.50%, 3/15/26, Pool #422292.......     1,879
   2,825    7.50%, 4/15/26, Pool #426059.......     2,901
</TABLE>
 
Continued
 
                                       15

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Intermediate Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
             U.S. GOVERNMENT AGENCY MORTGAGES, CONTINUED:
          Government National Mortgage Assoc., continued:
 $ 2,496    8.00%, 7/15/26, Pool #428509.......  $  2,592
   2,879    7.50%, 11/15/26, Pool #442119......     2,955
  10,001    7.00%, 6/15/27, Pool #780584.......    10,120
   5,185    7.50%, 7/15/27, Pool #411829.......     5,315
   4,638    7.50%, 7/15/27, Pool #442119.......     4,754
  10,070    6.00%, 10/20/27, Pool #80122, 1
              Year CMT ARM.....................    10,164
                                                 --------
                                                   99,183
                                                 --------
  Total U.S. Government Agency Mortgages          255,064
                                                 --------
U.S. GOVERNMENT AGENCY SECURITIES (0.1%):
Federal Home Loan Bank (0.1%):
     800    7.06%, 2/12/99.....................       811
                                                 --------
  Total U.S. Government Agency Securities             811
                                                 --------
U.S. TREASURY OBLIGATIONS (29.7%):
U.S. Treasury Bonds (6.0%):
   3,000    10.75%, 5/15/03....................     3,683
  10,000    7.50%, 11/15/16 (b)................    11,680
   3,000    8.75%, 5/15/17 (b).................     3,933
  11,000    8.13%, 8/15/19 (b).................    13,762
   8,000    6.25%, 8/15/23 (b).................     8,238
                                                 --------
                                                   41,296
                                                 --------
U.S. Treasury Inflation Protected Bonds (1.4%):
  10,199    3.38%, 1/15/07 (b).................     9,938
                                                 --------
U.S. Treasury Notes (22.3%):
   7,000    7.25%, 2/15/98 (b).................     7,013
   5,000    8.25%, 7/15/98 (b).................     5,072
   4,000    4.75%, 8/31/98 (b).................     3,979
   2,500    7.13%, 10/15/98 (b)................     2,529
   3,000    8.88%, 11/15/98....................     3,082
   3,000    5.875%, 3/31/99....................     3,009
   6,000    8.00%, 8/15/99.....................     6,214
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
U.S. TREASURY OBLIGATIONS, CONTINUED:
U.S. Treasury Notes, continued:
 $10,000    7.50%, 10/31/99 (b)................  $ 10,313
   1,000    7.88%, 11/15/99....................     1,039
   5,000    7.75%, 1/31/00 (b).................     5,202
   6,000    7.13%, 2/29/00 (b).................     6,176
   3,000    6.75%, 4/30/00.....................     3,069
   6,000    5.875%, 6/30/00....................     6,028
   3,000    6.125%, 7/31/00....................     3,031
   1,000    8.75%, 8/15/00.....................     1,073
   5,000    7.75%, 2/15/01.....................     5,289
   5,000    6.25%, 10/31/01....................     5,086
   7,000    7.50%, 11/15/01 (b)................     7,424
   2,000    6.00%, 7/31/02 (b).................     2,021
   4,000    6.25%, 2/15/03.....................     4,093
  11,000    5.75%, 8/15/03 (b).................    11,009
     500    5.88%, 2/15/04.....................       505
  11,000    7.25%, 5/15/04 (b).................    11,875
   1,000    7.25%, 8/15/04.....................     1,082
   4,000    7.88%, 11/15/04 (b)................     4,474
  13,000    6.50%, 5/15/05 (b).................    13,554
  18,000    5.88%, 11/15/05 (b)................    18,101
   1,000    6.50%, 10/15/06....................     1,048
                                                 --------
                                                  152,390
                                                 --------
  Total U.S. Treasury Obligations                 203,624
                                                 --------
REPURCHASE AGREEMENTS (1.8%):
  12,262    Prudential Securities, 6.80%,
              1/02/98 (Collateralized by
              $14,726 U.S. Treasury STRIPS,
              0.00%, 11/15/00, market value
              $12,508).........................    12,262
                                                 --------
                    Total Repurchase Agreements    12,262
                                                 --------
                      Total (Cost $678,639) (a)  $690,056
                                                 ========
</TABLE>
 
- ------------
 
Percentages indicated are based on net assets of $685,583.
 
(a) Represents cost for financial reporting purposes and differs from value by
    net unrealized appreciation of securities as follows
    (amounts in thousands):
 
<TABLE>
                   <S>                                                           <C>
                   Unrealized appreciation.....................................  $ 15,838
                   Unrealized depreciation.....................................    (4,421)
                                                                                 --------
                   Net unrealized appreciation.................................  $ 11,417
                                                                                 ========
</TABLE>
 
(b) A portion of this security was loaned as of December 31, 1997.
 
(c) Amount is less than 1,000.
 
* The interest rate for this variable rate note, which will change periodically,
  is based upon prime rates or an index of market rates. The rate reflected on
  the Schedule of Portfolio of Investments is the rate in effect at December 31,
  1997.
 
<TABLE>
<S>  <C>
CMO  Collateralized Mortgage Obligation
TBA  To be Announced
</TABLE>
 
See notes to financial statements.
 
                                       16

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Government Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
U.S. GOVERNMENT AGENCY MORTGAGES (71.7%):
Federal Home Loan Mortgage Corp. (29.8%):
 $ 8,480    6.00%, 4/15/01, Gold Balloon, Pool
              # G50347.........................  $  8,430
   1,000    7.00%, 10/15/06, Series 1150, Class
              I................................     1,004
   5,181    7.50%, 4/1/09, Gold Pool #E00315...     5,346
  16,500    6.50%, 9/15/09, Series 1838 G,
              CMO..............................    16,546
   4,152    8.50%, 1/1/10, Gold Pool #G10305...     4,312
  30,000    6.50%, 7/1/12......................    30,190
     271    9.00%, 10/1/17, Gold Pool
              #A00756..........................       290
     201    9.00%, 4/1/18, Gold Pool #A01143...       216
      62    9.00%, 10/1/20, Gold Pool
              #A01134..........................        66
      66    9.00%, 1/1/21, Gold Pool #A00948...        71
     500    7.25%, 2/15/21, Series 1464, CMO...       510
      59    9.00%, 4/1/21, Gold Pool #D04193...        63
      99    9.00%, 6/1/21, Gold Pool #A01017...       106
     103    9.00%, 7/1/21, Gold Pool #A01093...       111
      68    9.00%, 9/1/21, Gold Pool #D32271...        72
     102    9.00%, 11/1/21, Gold Pool
              #D11191..........................       109
      53    9.00%, 11/1/21, Gold Pool
              #C00078..........................        56
     108    9.00%, 11/1/21, Gold Pool
              #D11866..........................       115
     216    9.00%, 5/1/22, Gold Pool #D19203...       231
      76    9.00%, 5/1/22, Gold Pool #D19142...        81
     900    7.00%, 8/25/22, Series 13, Class
              PL...............................       916
  10,000    5.50%, 9/15/22, Series 1367--K.....     9,124
   3,845    7.00%, 4/15/23, Pool #348645.......     3,896
   6,680    10.00%, 10/15/23, Series 1591 E,
              CMO..............................     7,593
   8,837    6.00%, 10/15/23, Series 1785A......     8,522
  17,851    5.00%, 11/15/23, Series 1686 PG,
              CMO..............................    16,979
   4,432    8.50%, 5/1/24, Gold Pool #G00229...     4,676
   3,985    8.50%, 7/1/24, Gold Pool #C00354...     4,175
   6,916    7.50%, 9/1/24, Gold Pool #D56307...     7,108
   6,616    8.00%, 11/1/24, Gold Pool
              #C00376..........................     6,870
   2,873    7.50%, 5/1/25, Gold Pool #D59996...     2,952
   5,051    7.50%, 6/1/25, Gold Pool #C80321...     5,192
   4,001    7.50%, 8/1/25, Gold Pool #C00414...     4,111
   3,996    7.50%, 8/1/25, Gold Pool #C80334...     4,106
   4,348    7.00%, 8/1/25, Gold Pool #C00418...     4,404
   4,080    8.00%, 9/1/25, Gold Pool #D63705...     4,233
   4,270    7.00%, 9/1/25, Gold Pool #D63303...     4,324
   8,267    7.50%, 10/1/25, Gold Pool
              #C80349..........................     8,489
   9,011    6.50%, 2/1/26, Gold Pool #D68098...     8,929
   9,188    6.50%, 3/1/26, Gold Pool #G00453...     9,105
  11,144    7.00%, 4/1/26, Gold Pool #D69811...    11,269
  11,884    7.00%, 4/1/26, Gold Pool #D69810...    12,017
   4,796    6.50%, 6/1/26, Pool #250575........     4,743
  10,000    6.50%, 10/17/26, Series 1985,
              Class PL.........................     9,815
       0    7.00%, 3/1/27, Pool #D78691 (c)....         0
       0    7.00%, 4/1/27, Pool #C00512 (c)....         0
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
U.S. GOVERNMENT AGENCY MORTGAGES, CONTINUED:
Federal Home Loan Mortgage Corp., continued:
 $14,983    6.50%, 11/1/27, Pool #C00568.......  $ 14,810
   9,900    7.00%, 12/1/27.....................     9,974
                                                 --------
                                                  256,257
                                                 --------
Federal National Mortgage Assoc. (22.4%):
   9,333    6.00%, 3/1/01, Pool #50783.........     9,222
   8,275    7.00%, 4/1/03, Pool #303876........     8,386
   1,282    7.50%, 5/1/03, Pool #347175........     1,307
   2,617    7.50%, 7/1/03, Pool #250656........     2,669
   6,703    7.00%, 7/17/05, Series 97-26 Gd....     6,844
  10,000    6.70%, 6/19/07.....................    10,477
   3,769    7.00%, 4/1/08, Pool #211750........     3,824
   8,000    6.00%, 6/25/09, Series 1994-86 PJ,
              CMO..............................     7,802
   3,620    7.00%, 7/1/10, Pool #250326........     3,694
   2,351    6.50%, 12/1/10, Pool #332301.......     2,362
  13,132    6.00%, 3/1/11, Pool #340683........    12,985
     943    6.25%, 2/25/13, Series 1993-2 PC,
              CMO..............................       939
   3,596    6.35%, 8/25/13, Series 1993-225B
              VG, CMO..........................     3,581
   3,815    7.50%, 6/1/14, Pool #250081........     3,918
   3,156    7.50%, 7/1/14, Pool #250082........     3,241
     146    10.00%, 10/1/16, Pool #70110.......       159
   7,109    10.00%, 9/1/17, Pool #303969.......     7,720
     357    10.00%, 10/1/19, Pool #231675......       389
  10,000    7.00%, 5/25/20, Pool #1990-57......    10,103
     252    10.00%, 7/1/20, Pool #050318.......       274
   5,584    6.50%, 5/25/21, Series 1992-205 K,
              CMO..............................     5,539
   5,000    7.00%, 9/25/21, Series G92-64 K,
              CMO..............................     5,057
     528    10.00%, 11/1/21, Pool #208372......       576
     567    10.00%, 11/1/21, Pool #208374......       618
   5,000    6.55%, 12/25/21, Pool #1993-137 PH,
              CMO..............................     5,025
   1,000    7.25%, 5/25/22, Series G93-9, Class
              K................................     1,007
     800    7.50%, 7/25/22, Series G92-35,
              CMO..............................       816
  10,785    6.50%, 2/17/23, Series #G94-12 C,
              CMO..............................    10,424
   5,000    6.50%, 5/25/23, Series 1994-110 H,
              CMO..............................     4,973
   9,094    6.35%, 12/25/23, Series 1994-43 PJ,
              CMO..............................     8,844
   5,042    7.00%, 1/25/24, Series 1994-62 PJ,
              CMO..............................     5,094
   7,998    7.00%, 2/1/24, Pool #190257........     8,085
   3,114    9.00%, 12/1/24, Pool #353898.......     3,313
   3,832    7.50%, 6/1/25, Pool #312899........     3,935
   4,294    7.00%, 8/1/25, Pool #315500........     4,339
   3,656    7.50%, 9/1/25, Pool #322899........     3,751
</TABLE>
 
Continued
 
                                       17

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Government Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
U.S. GOVERNMENT AGENCY MORTGAGES, CONTINUED:
Federal National Mortgage Assoc., continued:
 $   825    7.50%, 9/1/25, Pool #324749........  $    846
  20,000    6.50%, 12/1/27, Pool #406732.......    19,744
                                                 --------
                                                  191,882
                                                 --------
Government National Mortgage Assoc. (19.5%):
      11    10.00%, 9/15/00, Pool #138814......        12
       8    10.00%, 12/15/00, Pool #136214.....         8
      34    8.50%, 6/15/01, Pool #166491.......        35
       4    8.50%, 7/15/01, Pool #161997.......         4
      48    9.50%, 9/15/01, Pool #180786.......        50
       5    9.00%, 9/15/01, Pool #174330.......         5
      66    9.00%, 9/15/01, Pool #166928.......        69
      16    9.50%, 11/15/01, Pool #182995......        17
      63    8.50%, 11/15/01, Pool #179383......        65
      68    9.00%, 12/15/01, Pool #187723......        72
      44    8.50%, 12/15/01, Pool #199837......        46
      69    8.00%, 3/15/02, Pool #205933.......        72
     155    9.00%, 5/15/03, Pool #154134.......       163
     117    9.00%, 6/15/05, Pool #283904.......       123
      43    9.00%, 8/15/05, Pool #291836.......        45
      53    9.00%, 9/15/05, Pool #292898.......        55
      24    9.00%, 9/15/05, Pool #295227.......        25
      62    8.00%, 7/15/06, Pool #11337........        65
      31    7.50%, 7/15/07, Pool #17316........        32
      66    8.00%, 8/15/07, Pool #18539........        69
      76    8.00%, 8/15/07, Pool #18677........        80
     291    7.50%, 12/15/07, Pool #338189......       300
      55    9.00%, 11/15/08, Pool #27932.......        59
      94    9.00%, 4/15/09, Pool #30352........       101
      16    9.00%, 5/15/09, Pool #32214........        18
       6    9.50%, 7/15/09, Pool #34487........         6
     146    9.50%, 9/15/09, Pool #34878........       159
      37    9.50%, 10/15/09, Pool #36804.......        41
      31    11.00%, 11/15/09, Pool #37615......        34
       1    12.00%, 4/15/15, Pool #125262......         2
      13    11.00%, 6/15/15, Pool #130125......        14
      76    9.00%, 5/15/16, Pool #149877.......        82
      84    9.00%, 6/15/16, Pool #166130.......        91
      12    9.50%, 7/15/16, Pool #166772.......        14
      96    9.00%, 7/15/16, Pool #158921.......       105
      75    9.50%, 8/15/16, Pool #177531.......        82
     130    9.00%, 9/15/16, Pool #179044.......       142
      22    9.50%, 1/15/17, Pool #185619.......        23
     343    9.00%, 2/15/17, Pool #195058.......       373
     256    9.00%, 6/15/17, Pool #219079.......       278
      77    9.50%, 8/15/17, Pool #218841.......        84
      43    9.50%, 8/15/17, Pool #224015.......        46
      23    9.00%, 8/15/17, Pool #225825.......        25
     103    9.00%, 6/15/18, Pool #238161.......       112
      66    9.50%, 8/15/18, Pool #248390.......        72
      19    9.00%, 10/15/18, Pool #253188......        21
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
U.S. GOVERNMENT AGENCY MORTGAGES, CONTINUED:
Government National Mortgage Assoc., continued:
 $   119    9.50%, 12/15/18, Pool #263400......  $    130
       3    9.00%, 10/15/19, Pool #267676......         3
      59    9.00%, 11/15/19, Pool #162768......        64
      65    9.00%, 1/15/20, Pool #283138.......        71
      71    9.00%, 2/15/20, Pool #276157.......        77
     123    9.00%, 3/15/20, Pool #285283.......       134
      55    9.50%, 9/15/20, Pool #292918.......        60
      79    9.50%, 12/15/20, Pool #291865......        86
     243    9.00%, 6/15/21, Pool #307120.......       264
  14,334    9.00%, 8/15/21, Pool #306081.......    15,521
   4,205    9.00%, 12/15/21, Pool #780284......     4,512
      32    7.50%, 2/15/22, Pool #324025.......        33
     544    8.00%, 7/15/22, Pool #321560.......       568
     713    7.50%, 8/15/22, Pool #337141.......       735
      34    7.00%, 10/15/22, Pool #337175......        35
     193    7.00%, 11/15/22, Pool #323008......       195
      33    7.00%, 12/15/22, Pool #339969......        33
     235    7.00%, 1/15/23, Pool #346214.......       238
     376    7.00%, 1/15/23, Pool #341536.......       381
     474    7.00%, 1/15/23, Pool #332022.......       480
     391    7.00%, 1/15/23, Pool #342248.......       396
      40    7.00%, 1/15/23, Pool #321675.......        41
      51    7.00%, 3/15/23, Pool #350110.......        52
     698    7.00%, 5/15/23, Pool #351041.......       708
     765    7.00%, 5/15/23, Pool #346572.......       775
     734    7.00%, 5/15/23, Pool #342348.......       744
     620    7.00%, 5/15/23, Pool #221604.......       629
      58    7.00%, 5/15/23, Pool #338005.......        59
     322    6.50%, 5/15/23, Pool #343208.......       321
     378    6.50%, 6/15/23, Pool #348677.......       377
      76    6.50%, 6/15/23, Pool #346624.......        76
      54    6.50%, 6/15/23, Pool #349788.......        54
      53    6.50%, 6/15/23, Pool #358250.......        52
     433    7.00%, 7/15/23, Pool #358382.......       439
     809    7.00%, 7/15/23, Pool #346673.......       820
     174    7.00%, 7/15/23, Pool #357782.......       176
     344    7.00%, 7/15/23, Pool #353569.......       349
      23    7.00%, 7/15/23, Pool #350709.......        23
      30    7.00%, 7/15/23, Pool #354538.......        30
     811    7.00%, 7/15/23, Pool #362982.......       822
     242    7.00%, 7/15/23, Pool #325977.......       246
     544    7.00%, 7/15/23, Pool #360697.......       551
     436    7.00%, 7/15/23, Pool #360889.......       442
     267    6.50%, 7/15/23, Pool #322200.......       266
     444    6.50%, 8/15/23, Pool #353137.......       443
     591    6.50%, 8/15/23, Pool #356717.......       589
     174    6.50%, 8/15/23, Pool #359027.......       173
     310    6.50%, 8/15/23, Pool #344505.......       309
     152    6.50%, 8/15/23, Pool #360713.......       152
     286    6.50%, 8/15/23, Pool #360738.......       285
</TABLE>
 
Continued
 
                                       18

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Government Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
U.S. GOVERNMENT AGENCY MORTGAGES, CONTINUED:
Government National Mortgage Assoc., continued:
 $   764    6.50%, 9/15/23, Pool #345375.......  $    761
      50    6.50%, 9/15/23, Pool #339041.......        50
   3,615    8.00%, 10/15/23, Pool #354681......     3,766
     392    6.00%, 10/15/23, Pool #345389......       382
     454    6.00%, 10/15/23, Pool #364717......       442
      34    6.00%, 10/15/23, Pool #370006......        33
     214    6.50%, 10/15/23, Pool #345391......       213
     611    6.50%, 11/15/23, Pool #369356......       609
      19    6.50%, 11/15/23, Pool #370927......        19
     954    6.50%, 12/15/23, Pool #349265......       951
     140    6.50%, 12/15/23, Pool #349944......       140
     101    6.50%, 12/15/23, Pool #365740......       101
      33    6.50%, 12/15/23, Pool #370289......        33
     603    6.50%, 12/15/23, Pool #369830......       602
     650    6.50%, 1/15/24, Pool #379127.......       648
  21,202    6.50%, 2/15/24, Pool #354747.......    21,140
     166    6.50%, 2/15/24, Pool #380818.......       166
     343    6.50%, 2/15/24, Pool #389200.......       342
   1,177    6.50%, 2/15/24, Pool #362341.......     1,173
     345    6.50%, 2/15/24, Pool #371999.......       344
     282    6.50%, 2/15/24, Pool #370338.......       281
     933    7.00%, 2/16/24, Series 1996-21,
              CMO..............................       935
      79    7.50%, 6/15/24, Pool #389827.......        82
     524    7.50%, 6/15/24, Pool #388747.......       539
     377    8.00%, 9/15/24, Pool #393908.......       393
   3,562    8.00%, 9/15/24, Pool #403212.......     3,711
   8,730    9.00% 11/15/24, Pool #780029.......     9,478
   1,079    7.25%, 12/15/25, Pool #411361......     1,100
   4,461    7.50%, 3/15/26, Pool #422308.......     4,583
  10,842    8.00%, 5/15/26, Pool #422690.......    11,259
   6,627    8.00% 5/15/26, Pool #416233........     6,882
   8,963    8.00%, 7/15/26, Pool #423877.......     9,308
   9,463    8.00%, 7/15/26, Pool #412644.......     9,827
  13,700    8.00%, 12/20/26, G2 Pool #2344.....    14,158
   4,893    6.50%, 7/20/27, Pool #80095........     4,966
   9,852    6.00%, 7/20/27, Pool #80094........     9,975
  10,000    7.00%, 12/15/27, Pool # 449494.....    10,088
                                                 --------
                                                  166,895
                                                 --------
         Total U.S. Government Agency Mortgages   615,034
                                                 --------
U.S. GOVERNMENT AGENCY SECURITIES (14.1%)
Federal Farm Credit Bank (0.6%):
   5,000    6.88%, 5/1/00......................     5,116
                                                 --------
                 Federal Home Loan Bank (2.6%):
   2,000    9.25%, 11/25/98....................     2,054
   2,000    9.30%, 1/25/99.....................     2,073
   3,000    8.60%, 6/25/99.....................     3,119
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
U.S. GOVERNMENT AGENCY SECURITIES, CONTINUED:
Federal Home Loan Bank, continued:
 $10,000    5.91%, 12/23/02....................  $ 10,002
   5,000    6.27%, 1/14/04 (b).................     4,978
                                                 --------
                                                   22,226
                                                 --------
       Federal Home Loan Mortgage Corp. (0.8%):
   2,000    6.44%, 1/28/00.....................     2,025
   4,500    7.13%, 11/18/02....................     4,719
                                                 --------
                                                    6,744
                                                 --------
       Federal National Mortgage Assoc. (4.9%):
   4,000    8.70%, 6/10/99.....................     4,157
   3,000    8.90%, 6/12/00.....................     3,204
   3,000    6.20%, 11/12/03....................     2,979
  15,000    7.16%, 5/11/05.....................    15,974
  10,000    5.88%, 2/2/06 (b)..................     9,901
   5,000    6.67%, 2/6/06, Callable 2/6/98 @
              100..............................     4,981
                                                 --------
                                                   41,196
                                                 --------
Resolution Funding Corp. (2.2%):
  50,000    Principal STRIPS, 7/15/20 (b)......    12,436
  15,000    Principal STRIPS, 10/15/20.........     3,674
  15,000    Principal STRIPS, 4/15/28..........     2,431
   5,000    Principal STRIPS, 4/15/30..........       719
                                                 --------
                                                   19,260
                                                 --------
Tennessee Valley Authority (3.0%):
  25,000    6.24%, 7/15/45, Putable on 7/15/01
              @ 100............................    25,875
                                                 --------
        Total U.S. Government Agency Securities   120,417
                                                 --------
U.S. TREASURY OBLIGATIONS (13.2%):
U.S. Treasury Bonds (4.9%):
  25,000    8.13%, 8/15/19 (b).................    31,278
  10,000    6.13%, 11/15/27 (b)................    10,285
                                                 --------
                                                   41,563
                                                 --------
U.S. Treasury Notes (6.0%):
   1,350    6.75%, 4/30/00.....................     1,381
   1,500    6.25%, 5/31/00.....................     1,519
   4,500    6.13%, 7/31/00.....................     4,547
   2,800    6.25%, 4/30/01(b)..................     2,845
   1,000    7.88%, 8/15/01.....................     1,069
     500    6.38%, 8/15/02.....................       513
  15,000    5.63%, 12/31/02....................    14,945
     250    6.25%, 2/15/03 (b).................       256
   2,500    6.50%, 8/15/05 (b).................     2,609
  20,700    6.50%, 10/15/06 (b)................    21,685
                                                 --------
                                                   51,369
                                                 --------
</TABLE>
 
Continued
 
                                       19

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Government Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
U.S. TREASURY OBLIGATIONS, CONTINUED:
U.S. Treasury STRIPS (2.3%):
 $25,000    7/15/20............................  $  6,218
   5,000    2/15/25 (b)........................     3,855
  50,000    2/15/25 (b)........................     9,956
                                                 --------
                                                   20,029
                                                 --------
                Total U.S. Treasury Obligations   112,961
                                                 --------
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
 
REPURCHASE AGREEMENTS (5.4%):
 $46,298    Prudential Securities, 6.80%,
              1/2/98 (Collateralized by $48,271
              various U.S. Government Agency
              Securities, 6.19% - 7.04%,
              6/1/07 - 10/1/24, market value
              $47,687).........................  $ 46,298
                                                 --------
                    Total Repurchase Agreements    46,298
                                                 --------
                      Total (Cost $866,431) (a)  $894,710
                                                 ========
</TABLE>
 
- ------------
 
Percentages indicated are based on net assets of $856,655.
 
(a) Represents cost for financial reporting purposes and differs from value by
    net unrealized appreciation of securities as follows (amounts in thousands):
 
<TABLE>
                   <S>                                                           <C>
                   Unrealized appreciation.....................................  $28,903
                   Unrealized depreciation.....................................     (624)
                                                                                 -------
                   Net unrealized appreciation.................................  $28,279
                                                                                 =======
</TABLE>
 
(b) A portion of this security was loaned as of December 31, 1997.
 
(c) Amount is less than $1,000.
 
CMO  Collateralized Mortgage Obligation
 
See notes to financial statements.
 
                                       20

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Income Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
ASSET BACKED SECURITIES (8.1%):
 $ 5,000    Advanta Mortgage Loan Trust, 97-2,
              Class A4, 7.60%, 6/25/27.........  $  5,250
   7,500    Advanta Mortgage Loan Trust, Series
              1995-1, Class A5, 8.32%,
              12/25/19.........................     7,884
   5,595    Aircraft Lease Portfolio
              Securitization Ltd., Series 94-1,
              Class A2, 7.15%, 9/15/04.........     5,626
   2,304    Auto Finance Group, Inc., Series
              1997-B, Class C, 7.00%,
              2/15/03..........................     2,266
   2,739    BHN Multibanco S.A., Series 1997-1,
              Class A2, 7.92%, 7/25/09.........     2,592
   2,945    BHN Multibanco S.A., Series 97-2,
              7.54%, 6/30/17...................     2,702
   4,917    Federal Express, Series A-1, 7.85%,
              6/1/24...........................     5,298
   5,000    ML CBO 1996 PM1, 7.87%, 12/17/06...     5,097
   2,205    NAL 96, Class A, 7.10%, 3/15/01,
              Private Placement, 144A..........     2,193
   1,414    NAL, Series 96-4, 6.90%,
              12/15/00.........................     1,387
  11,114    Northwest Air, Series 2, Class A,
              9.25%, 6/21/14...................    13,168
   4,631    Northwest Air, Trust, Series B,
              10.23%, 6/21/14..................     5,580
   4,258    Olympic Automobile Receivables
              Trust, Series 1994-B, Class A2,
              6.85%, 6/15/01...................     4,336
   5,288    Olympic Automobile Receivables
              Trust, Series 1995-B, Class A2,
              7.35%, 10/15/01..................     5,368
                                                 --------
                  Total Asset Backed Securities    68,747
                                                 --------
COMMERCIAL PAPER (1.2%):
Financial Services (1.2%):
  10,000    Broadway Capital, 6.28%, 1/5/98....     9,995
                                                 --------
                         Total Commercial Paper     9,995
                                                 --------
CORPORATE BONDS (50.3%):
Banking, Finance & Insurance (15.7%):
   9,000    Associates Corp., 8.34%,
              11/25/99.........................     9,360
   6,000    Associates Corp., 8.15%, 8/1/09....     6,848
   5,000    BankAmerica Corp., 9.50%, 4/1/01...     5,469
   5,000    Bear Stearns Co., 9.13%, 4/15/98...     5,045
   5,000    Bear Stearns Co., 8.25%, 2/1/02....     5,350
   6,500    Corestates Capital, 8.00%, 12/15/26
              (b)..............................     6,866
   5,000    Cullen Frost Bank Capital Trust,
              8.42%, 2/1/27....................     5,488
   1,500    Dynex Capital, Inc., 7.88%,
              7/15/02..........................     1,523
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
CORPORATE BONDS, CONTINUED:
Banking, Finance & Insurance, continued:
 $ 5,000    First Chicago Capital Trust, 7.95%,
              12/1/26..........................  $  5,200
   2,000    Fleet Financial Group, Inc., 8.13%,
              7/1/04...........................     2,185
   3,500    Ford Capital BV, 10.13%,
              11/15/00.........................     3,863
   1,500    Ford Motor Credit Corp., 6.38%,
              10/6/00..........................     1,511
   3,000    General Motors Acceptance Corp.,
              8.40%, 10/15/99..................     3,116
   8,000    General Motors Acceptance Corp.,
              7.00%, 3/1/00....................     8,150
  10,000    Lehman Brothers Holdings, Inc.,
              8.88%, 3/1/02....................    10,910
   5,000    Lehman Brothers Holdings, Inc.,
              8.80%, 3/1/15....................     5,900
   5,000    Lehman Brothers Holdings, Inc.,
              11.63%, 5/15/05..................     6,450
   6,000    Massachusetts Mutual Life
              Insurance, 7.50%, 3/1/24, 144A...     6,390
   5,000    MIC Financial Trust, 8.38%
              2/1/27...........................     5,381
   5,000    Money Store, Inc., 8.05% 4/15/02...     5,188
   6,000    Morgan Stanley Group, Inc., 6.13%,
              10/1/03..........................     5,978
   5,000    Principal Mutual, 7.88%, 3/1/24....     5,375
   5,000    Security Pacific Corp., 11.00%,
              3/1/01...........................     5,675
   5,000    Sun Life, 8.53%, 5/6/27............     5,538
                                                 --------
                                                  132,759
                                                 --------
Food Products & Services (0.3%):
   2,500    RJR Nabisco Corp., 8.75%,
              8/15/05 (b)......................     2,672
                                                 --------
Industrial Goods & Services (9.5%):
   1,500    Advanced Micro Device, 11.00%,
              8/1/03 (b).......................     1,613
   3,000    Boise Cascade Co., 9.45%,
              11/1/09..........................     3,600
   1,500    Chesapeake Energy, 10.50%,
              6/1/02 (b).......................     1,605
   4,000    Comcast Cable, 8.38%, 5/1/07,
              144A (b).........................     4,450
   1,500    Comcast Cellular, 9.50%, 5/1/07....     1,571
   1,500    D.R. Horton, 8.38%, 6/15/04........     1,519
   2,356    EES Coke Battery, 7.13%, 4/15/02,
              144A.............................     2,381
   5,000    Excel Paralubes Funding, 7.13%,
              11/1/11..........................     5,160
   2,000    Freeport McMoran, Copper & Gold,
              7.50%, 11/15/06..................     2,008
   5,000    General Motors Corp., 9.13%,
              7/15/01..........................     5,456
   3,000    Golden State Petroleum, 8.04%,
              2/1/19, 144A.....................     3,281
</TABLE>
 
Continued
 
                                       21

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Income Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
CORPORATE BONDS, CONTINUED:
Industrial Goods & Services, continued:
 $ 5,000    Hilton Hotels Corp., 7.95%,
              4/15/07..........................  $  5,319
   5,000    Hyundai Semiconductor, 8.63%,
              5/15/07..........................     3,275
   2,500    Mississippi Chemical, 7.25%,
              11/15/17.........................     2,509
   4,640    Newmont Mining Co., 8.91%,
              1/5/09...........................     5,133
   1,500    Nine West Group, Inc., 8.38%,
              8/15/05..........................     1,455
   2,500    Northrop Grumman, 7.00%, 3/1/06....     2,588
   4,703    Oslo Seismic Service, 8.28%,
              6/1/11, 144A.....................     5,095
   9,000    Penske Truck Leasing, 8.25%,
              11/1/99 (b)......................     9,349
   1,500    Pride Petroleum Services, Inc.,
              9.38%,
              5/1/07...........................     1,616
   1,500    Tenet Healthcare, 8.00%, 1/15/05...     1,528
   4,000    Tenneco Inc., 8.20%, 11/15/99......     4,145
   1,500    Terra Industries, 10.50%, 6/15/05,
              Callable 6/15/00 @ 105.25........     1,616
   2,000    Trico Marine, 8.50%, 8/1/05........     1,511
   2,000    Wyman-Gordon Co., 8.00%,
              12/15/07.........................     2,028
                                                 --------
                                                   79,811
                                                 --------
Real Estate (5.9%):
   2,000    American Health Properties, 7.50%,
              1/15/07..........................     2,123
   2,000    Avalon Properties, 7.38%,
              9/15/02..........................     2,065
   4,750    Meditrust, 7.77%, 8/16/02..........     4,934
   3,000    Meditrust, 7.82% 9/10/26...........     3,379
   3,500    MEPC Finance, Inc., 7.50%,
              5/1/03...........................     3,714
   5,000    Security Capital Pacific Trust,
              6.95%, 10/15/02..................     5,088
   2,500    Security Capital Pacific Trust,
              7.15%, 10/15/03..................     2,563
   5,000    Spieker Properties, 6.65%,
              12/15/00.........................     5,025
   4,000    Spieker Properties, 8.00%,
              7/19/05..........................     4,260
   8,000    Taubman Realty Group, 7.00%,
              10/1/03..........................     8,048
   3,000    Wellsford Residential Property,
              7.25%, 8/15/00...................     3,064
   5,000    Western Banktrust REIT, 7.88%,
              2/15/04..........................     5,275
                                                 --------
                                                   49,538
                                                 --------
Transportation & Shipping (0.2%):
   1,500    Viking Star Shipping, 9.63%
              7/15/03..........................     1,573
                                                 --------
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
CORPORATE BONDS, CONTINUED:
Utilities (1.3%):
 $ 7,000    NRG Energy Corp., 7.63%, 2/1/06....  $  7,350
   3,764    Salton Sea Funding Corp., 6.69%,
              5/30/00..........................     3,797
                                                 --------
                                                   11,147
                                                 --------
Yankee & Eurodollar (17.4%):
   1,500    AES China Generating Co., 10.13%,
              12/15/06.........................     1,459
   1,500    APP International Finance, 11.75%,
              10/1/05 (b)......................     1,425
   5,000    Bangkok Bank Public Co. Ltd.,
              7.25%, 9/15/05, 144A (b).........     3,569
  10,000    Bank Nagrara Indonesia, 7.63%,
              2/5/07...........................     7,300
   5,000    BCH Cayman Islands, 8.25%,
              6/15/04..........................     5,388
   4,000    BCH Cayman Islands, 7.50%,
              6/15/05..........................     4,175
   5,000    Celulosa Arauco, 6.75%, 12/15/03...     4,975
  12,548    Centra Gas, 10.65%, 12/1/10,
              144A.............................    12,857
   5,000    China International Trust &
              Investing, 9.00%, 10/15/06 (b)...     5,350
   5,000    China Light & Power, 7.50%,
              4/15/06..........................     4,963
   3,500    Citra Marga Finance, 7.25%,
              2/20/02..........................     2,765
   5,000    Coca Cola Femsa, 8.95%, 11/1/06....     5,225
   4,000    Dao Heng Bank, 7.75%, 1/24/07,
              Private Placement................     3,525
   1,500    DGS International Finance, 10.00%,
              6/1/07...........................     1,163
   9,000    Financiera Energy, 9.38%,
              6/15/06..........................     9,135
   1,500    Greater Beijing, 9.50%, 6/15/07....     1,215
   3,000    Guangdong Enterprises, 8.88%,
              5/22/07..........................     2,756
   5,000    Guangdong International, 6.75%,
              11/15/03.........................     4,500
   6,000    Honam Oil Refinery Co., 7.13%,
              10/15/05, 144A...................     4,440
   5,000    Industrial Bank of Korea, 7.10%,
              10/15/01.........................     4,000
   4,000    Industrial Finance Corp., Thailand,
              7.38%, 1/14/07 (b)...............     3,040
   2,449    Jasmine Submarine, 8.48%, 5/30/11,
              Private Placement................     1,935
   2,000    Kansalis-Osake Pankki, 9.75%,
              12/15/98.........................     2,063
   6,000    Peoples Democratic Republic of
              Poland, 3.75%, 10/27/14..........     5,190
   1,500    Philippine Long Distance Telephone,
              7.85%, 3/6/07....................     1,309
     500    Philippine Long Distance Telephone,
              9.38%, 7/30/07...................       355
</TABLE>
 
Continued
 
                                       22

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Income Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
CORPORATE BONDS, CONTINUED:
Yankee & Eurodollar, continued:
 $ 1,000    Polysindo International Finance,
              9.38%, 7/30/07...................  $    710
   4,250    Ras Laffan Gas, 7.63%, 9/15/06,
              144A.............................     4,123
   2,500    Republic of Indonesia, 7.75%,
              8/1/06 (b).......................     1,963
   5,000    Republic of South Africa, 8.50%,
              6/23/17 (b)......................     4,925
   5,000    Scotland International Finance,
              8.80%, 1/27/04, 144A.............     5,556
   4,000    Scotland International Finance,
              8.85%, 11/1/06, 144A.............     4,580
   5,000    Taegu City, 7.38% 10/15/07.........     4,675
   5,000    Tenaga Nasional Berhad, 7.88%,
              6/15/04, 144A (b)................     4,813
   4,000    Termoemcali, 10.13%, 12/15/14,
              144A.............................     4,273
   1,500    Tjiwi Kimia Finance, 10.00%,
              8/1/04 (b).......................     1,245
   2,500    Total Access, 8.38%, 11/4/06,
              144A.............................     1,650
   2,450    Yanacocha, 8.40%, 5/15/04..........     2,474
   2,662    Ypf Sociedad Anomima, 7.00%,
              10/26/02.........................     2,722
                                                 --------
                                                  147,786
                                                 --------
                          Total Corporate Bonds   425,286
                                                 --------
OTHER MORTGAGED BACKED SECURITIES (0.6%):
   5,000    Residential Funding Corp., Series
              96-H52, Class A4, 7.55%,
              9/25/12..........................     5,175
                                                 --------
        Total Other Mortgaged Backed Securities     5,175
                                                 --------
U.S. GOVERNMENT AGENCY MORTGAGES (17.1%):
Federal Home Loan Mortgage Corp. (9.4%):
   5,000    7.13%, 7/21/99.....................     5,100
  18,000    0.00%, 8/15/02 (b).................    13,729
   4,147    7.00%, 6/1/09, Pool #E00313........     4,233
   8,246    7.50%, 5/1/11, Pool #E00438........     8,509
   7,742    7.00%, 5/1/11, Gold Pool #E00434...     7,875
   6,957    7.00%, 6/1/11, Gold Pool #E64220...     7,077
   1,148    7.50%, 6/1/24, Pool #C80161........     1,180
  14,881    7.00%, 9/1/24, Pool #G00271........    15,073
   6,868    7.50%, 10/1/24, Pool #C80245.......     7,059
   9,180    7.00%, 12/1/24, Pool #G00278.......     9,297
                                                 --------
                                                   79,132
                                                 --------
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
U.S. GOVERNMENT AGENCY MORTGAGES, CONTINUED:
Federal National Mortgage Assoc. (5.1%):
 $   500    8.15%, 5/11/98.....................  $    504
   8,275    7.00%, 4/1/03, Pool #303865........     8,386
     500    6.53%, 4/10/03.....................       500
  19,206    8.00%, 12/1/09, Pool #250168.......    19,879
   2,000    8.20%, 3/10/16 (b).................     2,383
  11,103    7.50%, 9/1/25, Pool #324179........    11,391
                                                 --------
                                                   43,043
                                                 --------
Government National Mortgage Assoc. (2.6%):
   3,056    9.00%, 11/15/24, Pool #780029......     3,317
   8,645    7.50%, 7/15/26, Pool #430999.......     8,877
   9,679    7.50%, 7/20/27, Pool #2457.........     9,882
                                                 --------
                                                   22,076
                                                 --------
         Total U.S. Government Agency Mortgages   144,251
                                                 --------
U.S. GOVERNMENT AGENCY SECURITIES (1.9%):
Federal Home Loan Bank (1.2%):
  10,000    7.10%, 3/16/98 (b).................    10,028
                                                 --------
Government Trust Certificate (0.3%):
   2,037    Israel, 9.40%, 5/15/02.............     2,139
                                                 --------
Tennessee Valley Authority (0.4%):
   3,200    8.63%, 11/15/29....................     3,548
                                                 --------
        Total U.S. Government Agency Securities    15,715
                                                 --------
U.S. TREASURY OBLIGATIONS (19.3%):
U.S. Treasury Bonds (9.8%):
  10,250    13.38%, 8/15/01 (b)................    12,808
   9,600    11.88%, 11/15/03 (b)...............    12,493
  14,000    9.00%, 11/15/18....................    18,918
  11,250    8.13%, 8/15/21 (b).................    14,196
   3,000    8.00%, 11/15/21 (b)................     3,742
  17,600    7.13%, 2/15/23 (b).................    20,101
                                                 --------
                                                   82,258
                                                 --------
U.S. Treasury Notes (7.5%):
  15,000    6.25%, 8/31/00 (b).................    15,203
  25,300    6.63%, 6/30/01 (b).................    26,008
  11,500    6.25%, 2/15/07 (b).................    11,800
  10,000    6.63%, 5/15/07 (b).................    10,589
                                                 --------
                                                   63,600
                                                 --------
</TABLE>
 
Continued
 
                                       23

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Income Bond Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS, CONTINUED                   DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
U.S. TREASURY OBLIGATIONS, CONTINUED:
U.S. Treasury STRIPS (2.0%):
 $65,000    0.00%, 10/15/19....................  $ 16,970
                                                 --------
  Total U.S. Treasury Obligations                 162,828
                                                 --------
</TABLE>
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
 
REPURCHASE AGREEMENTS (0.6%)
 $ 4,776    Prudential Securities, 6.80%,
              1/2/98 (Collateralized by $5,000
              U.S. Treasury Bills, 6/25/98,
              market value $4,872).............  $  4,776
                                                 --------
                    Total Repurchase Agreements     4,776
                                                 --------
                      Total (Cost $808,735) (a)  $836,773
                                                 ========
</TABLE>
 
- ------------
 
Percentages indicated are based on net assets of $844,257.
 
(a) Represents cost for financial reporting purposes and differs from value by
    net unrealized appreciation of securities as follows
    (amounts in thousands):
 
<TABLE>
                   <S>                                                           <C>
                   Unrealized appreciation.....................................  $ 43,379
                   Unrealized depreciation.....................................   (15,341)
                                                                                 --------
                   Net unrealized appreciation.................................  $ 28,038
                                                                                 ========
</TABLE>
 
(b) A portion of this security was loaned as of December 31, 1997.
 
<TABLE>
<S>  <C>
REIT Real Estate Investment Trust
</TABLE>
 
See notes to financial statements.
 
                                       24

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
Treasury & Agency Fund
- --------------------------------------------------------------------------------
SCHEDULE OF PORTFOLIO INVESTMENTS                              DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
PRINCIPAL                                         MARKET
 AMOUNT            SECURITY DESCRIPTION           VALUE
- ---------   -----------------------------------  --------
<C>         <S>                                  <C>
U.S. GOVERNMENT AGENCY (31.1%):
Federal Farm Credit Bank (6.8%):
 $7,000     7.16%, 5/15/06.....................  $  7,499
                                                 --------
Federal Home Loan Bank (9.8%):
  3,800     5.70%, 3/11/99.....................     3,791
  5,000     6.66%, 6/3/03......................     5,012
  2,000     6.26%, 11/26/03....................     1,997
                                                 --------
                                                   10,800
                                                 --------
Other U.S. Agencies (14.5%):
  6,000     Student Loan Marketing Association,
              6.00%, 3/5/01....................     5,980
 10,000     Tennessee Valley Authority, 6.13%,
              7/15/03..........................     9,987
                                                 --------
                                                   15,967
                                                 --------
                   Total U.S. Government Agency    34,266
                                                 --------
U.S. TREASURY OBLIGATIONS (65.9%):
U.S. Treasury Inflation Protected Bonds (4.5%):
  5,099     3.38%, 1/15/07.....................     4,969
                                                 --------
U.S. Treasury Notes (61.4%):
  4,500     5.88%, 10/31/98 (b)................     4,509
 27,000     7.75%, 11/30/99 (b)................    28,011
 32,000     6.63%, 6/30/01 (b).................    32,895
  2,000     6.88%, 5/15/06.....................     2,141
                                                 --------
                                                   67,556
                                                 --------
                Total U.S. Treasury Obligations    72,525
                                                 --------
INVESTMENT COMPANIES (2.7%):
  2,962     The One Group Treasury Only Money
              Market Fund Fiduciary Class......     2,962
                                                 --------
                     Total Investment Companies     2,962
                                                 --------
                      Total (Cost $107,135) (a)  $109,753
                                                 ========
</TABLE>
 
- ------------
 
Percentages indicated are based on net assets of $110,087.
 
(a) Represents cost for financial reporting purposes and differs from value by
    net unrealized appreciation of securities as follows (amounts in thousands):
 
<TABLE>
                   <S>                                                           <C>
                   Unrealized appreciation.....................................  $2,647
                   Unrealized depreciation.....................................     (29)
                                                                                 ------
                   Net unrealized appreciation.................................  $2,618
                                                                                 ======
</TABLE>
 
(b) A portion of this security was loaned as of December 31, 1997.
 
See notes to financial statements.
 
                                       25

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                           DECEMBER 31, 1997
(Amounts in Thousands, except per share amounts)
(Unaudited)
 
<TABLE>
<CAPTION>
                                                              ULTRA SHORT-   LIMITED VOLATILITY   INTERMEDIATE
                                                              TERM INCOME           BOND              BOND
                                                                  FUND              FUND              FUND
                                                              ------------   ------------------   ------------
<S>                                                           <C>            <C>                  <C>
ASSETS
Investments, at value.......................................    $204,521          $598,135          $677,794
Repurchase agreements, at cost..............................       1,601               892            12,262
                                                                --------          --------          --------
Total (cost $205,155; $593,578; $678,639, respectively).....     206,122           599,027           690,056
Cash........................................................          --                 1                55
Interest receivable.........................................       1,294             6,695             7,362
Receivable from brokers for investments sold................         195                11                 5
Receivable for capital shares issued........................          27                11               435
Prepaid expenses and other assets...........................           3                 9                 8
                                                                --------          --------          --------
TOTAL ASSETS................................................     207,641           605,754           697,921
                                                                --------          --------          --------
LIABILITIES
Cash overdrafts.............................................           6                --                --
Dividends payable...........................................       1,071             2,964             3,756
Payable to brokers for investments purchased................          --                --             8,159
Payable for capital shares redeemed.........................         458                40                95
Payable for variation margin on futures contracts...........          36                --                --
Accrued expenses and other payables:
  Investment advisory fees..................................          37               157               186
  Administration fees.......................................          --                85                93
  12b-1 fees................................................          11                 8                17
  Other.....................................................          19                60                32
                                                                --------          --------          --------
TOTAL LIABILITIES...........................................       1,638             3,314            12,338
                                                                --------          --------          --------
NET ASSETS
Capital.....................................................     209,547           608,782           680,391
Undistributed (distributions in excess of) net investment
  income....................................................        (181)             (246)               69
Accumulated undistributed net realized gains (losses) from
  investment and
  futures transactions......................................      (4,278)          (11,545)           (6,294)
Net unrealized appreciation (depreciation) from investments
  and futures...............................................         915             5,449            11,417
                                                                --------          --------          --------
Net Assets..................................................    $206,003          $602,440          $685,583
                                                                ========          ========          ========
Net Assets
    Fiduciary...............................................    $163,219          $579,814          $638,657
    Class A.................................................      39,304            17,792            32,298
    Class B.................................................       3,480             4,834            14,438
    Class C.................................................          --                --               190
                                                                --------          --------          --------
Total.......................................................    $206,003          $602,440          $685,583
                                                                ========          ========          ========
Outstanding units of beneficial interest (shares)
    Fiduciary...............................................      16,510            55,345            63,498
    Class A.................................................       3,976             1,700             3,202
    Class B.................................................         354               458             1,435
    Class C.................................................          --                --                19
                                                                --------          --------          --------
Total.......................................................      20,840            57,503            68,154
                                                                ========          ========          ========
Net asset value
    Fiduciary
        Offering and redemption price per share.............    $   9.89          $  10.48          $  10.06
                                                                ========          ========          ========
    Class A
        Redemption price per share..........................    $   9.88          $  10.47          $  10.09
                                                                ========          ========          ========
        Maximum sales charge................................        3.00%             3.00%             4.50%
                                                                ========          ========          ========
        Maximum offering price (100%/(100%--maximum sales
          charge) of net asset value adjusted to nearest
          cent) per share...................................    $  10.19          $  10.79          $  10.57
                                                                ========          ========          ========
    Class B
        Offering price per share (a)........................    $   9.83          $  10.54          $  10.06
                                                                ========          ========          ========
    Class C
        Offering price per share (a)........................    $     --          $     --          $  10.06
                                                                ========          ========          ========
</TABLE>
 
- ------------
 
(a) Redemption price per Class B and Class C shares varies based on length of
    time shares are held.
 
See notes to financial statements.
 
                                       26

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF ASSETS AND LIABILITIES                           DECEMBER 31, 1997
(Amounts in Thousands, except per share amounts)
(Unaudited)
 
<TABLE>
<CAPTION>
                                                              GOVERNMENT          INCOME          TREASURY &
                                                                 BOND              BOND             AGENCY
                                                                 FUND              FUND              FUND
                                                              ----------         --------         ----------
<S>                                                           <C>                <C>              <C>
ASSETS
Investments, at value.......................................   $848,412          $831,997          $109,753
Repurchase agreements, at cost..............................     46,298             4,776                --
                                                               --------          --------          --------
Total (cost $866,431; $808,735; $107,135, respectively).....    894,710           836,773           109,753
Cash........................................................         --                --                --
Interest receivable.........................................      6,501            12,888               989
Receivable for capital shares issued........................         78                --                --
Deferred organization costs.................................         --                --                 2
Prepaid expenses and other assets...........................         10                11                 1
                                                               --------          --------          --------
TOTAL ASSETS................................................    901,299           849,672           110,745
                                                               --------          --------          --------
LIABILITIES
Dividends payable...........................................      4,189             4,894               583
Payable to brokers for investments purchased................     39,862                --                --
Payable for capital shares redeemed.........................          3                15                 1
Accrued expenses and other payables:
  Investment advisory fees..................................        317               286                19
  Administration fees.......................................         87               123                 7
  12b-1 fees................................................         18                14                 3
  Other.....................................................        168                83                45
                                                               --------          --------          --------
TOTAL LIABILITIES...........................................     44,644             5,415               658
                                                               --------          --------          --------
NET ASSETS
Capital.....................................................    845,755           870,547           107,396
Undistributed (distributions in excess of) net investment
  income....................................................       (101)              288                --
Accumulated undistributed net realized gains (losses) from
  investment and
  futures transactions......................................    (17,278)          (54,616)               73
Net unrealized appreciation (depreciation) from investments
  and futures...............................................     28,279            28,038             2,618
                                                               --------          --------          --------
Net Assets..................................................   $856,655          $844,257          $110,087
                                                               ========          ========          ========
Net Assets
    Fiduciary...............................................   $809,738          $815,669          $ 99,552
    Class A.................................................     32,295            14,522             7,671
    Class B.................................................     14,622            14,066             2,864
                                                               --------          --------          --------
Total.......................................................   $856,655          $844,257          $110,087
                                                               ========          ========          ========
Outstanding units of beneficial interest (shares)
    Fiduciary...............................................     80,877            86,057             9,885
    Class A.................................................      3,225             1,533               761
    Class B.................................................      1,461             1,472               284
                                                               --------          --------          --------
Total.......................................................     85,563            89,062            10,930
                                                               ========          ========          ========
Net asset value
    Fiduciary
        Offering and redemption price per share.............   $  10.01          $   9.48          $  10.07
                                                               ========          ========          ========
    Class A
        Redemption price per share..........................   $  10.01          $   9.47          $  10.07
                                                               ========          ========          ========
        Maximum sales charge................................       4.50%             4.50%             3.00%
                                                               ========          ========          ========
        Maximum offering price (100%/(100%--maximum sales
          charge) of net asset value adjusted to nearest
          cent) per share...................................   $  10.48          $   9.92          $  10.38
                                                               ========          ========          ========
    Class B
        Offering price per share (a)........................   $  10.01          $   9.55          $  10.07
                                                               ========          ========          ========
</TABLE>
 
- ------------
 
(a) Redemption price per Class B shares varies based on length of time shares
    are held.
 
See notes to financial statements.
 
                                       27

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS              FOR THE SIX MONTHS ENDED DECEMBER 31, 1997
(Amounts in Thousands)
(Unaudited)
 
<TABLE>
<CAPTION>
                                                             ULTRA SHORT-   LIMITED VOLATILITY   INTERMEDIATE
                                                             TERM INCOME           BOND              BOND
                                                                 FUND              FUND              FUND
                                                             ------------   ------------------   ------------
<S>                                                          <C>            <C>                  <C>
INVESTMENT INCOME
Interest income............................................     $5,922           $19,341           $21,155
Dividend income............................................         --                --                --
Income from securities lending.............................         --                72               107
                                                                ------           -------           -------
Total Income...............................................      5,922            19,413            21,262
                                                                ------           -------           -------
EXPENSES
Investment advisory fees...................................        525             1,764             1,809
Administration fees........................................        157               483               495
12b-1 fees (Class A).......................................         63                34                45
12b-1 fees (Class B).......................................         15                24                62
Custodian and accounting fees..............................         14                45                50
Legal and audit fees.......................................         --                13                10
Organization costs.........................................          2                --                --
Trustees' fees and expenses................................          1                 4                 4
Transfer agent fees........................................         24                46                38
Registration and filing fees...............................         30                19                66
Printing costs.............................................         13                24                14
Other......................................................          4                16                 4
                                                                ------           -------           -------
Total expenses before waivers..............................        848             2,472             2,597
Less waivers...............................................       (507)             (869)             (817)
                                                                ------           -------           -------
  Net Expenses.............................................        341             1,603             1,780
                                                                ------           -------           -------
Net Investment Income......................................      5,581            17,810            19,482
                                                                ------           -------           -------
REALIZED / UNREALIZED GAINS (LOSSES) FROM INVESTMENTS AND
  FUTURES
Net realized gains (losses) from investment and futures
  transactions.............................................       (236)             (363)           (1,013)
Net change in unrealized appreciation (depreciation) from
  investments and futures..................................        387               748             8,434
                                                                ------           -------           -------
Net realized/unrealized gains (losses) from investments and
  futures..................................................        151               385             7,421
                                                                ------           -------           -------
Change in net assets resulting from operations.............     $5,732           $18,195           $26,903
                                                                ======           =======           =======
</TABLE>
 
See notes to financial statements.
 
                                       28

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS              FOR THE SIX MONTHS ENDED DECEMBER 31, 1997
(Unaudited)
 
<TABLE>
<CAPTION>
                                                              GOVERNMENT   INCOME     TREASURY &
                                                                 BOND       BOND        AGENCY
                                                                 FUND       FUND         FUND
                                                              ----------   -------   ------------
<S>                                                           <C>          <C>       <C>
INVESTMENT INCOME
Interest income.............................................   $27,398     $30,108      $3,573
Dividend income.............................................        --          --          89
Income from securities lending..............................        41         105           7
                                                               -------     -------      ------
Total Income................................................    27,439      30,213       3,669
                                                               -------     -------      ------
EXPENSES
Investment advisory fees....................................     1,835       2,436         221
Administration fees.........................................       670         667          91
12b-1 fees (Class A)........................................        59          26           5
12b-1 fees (Class B)........................................        65          63           8
Custodian and accounting fees...............................        62          40           1
Legal and audit fees........................................        16           7           1
Organization costs..........................................         2          --          --
Trustees' fees and expenses.................................         9           7           1
Transfer agent fees.........................................        81          46          30
Registration and filing fees................................        47          62          33
Printing costs..............................................        37          15           2
Other.......................................................        34           8           3
                                                               -------     -------      ------
Total expenses before waivers...............................     2,917       3,377         396
Less waivers................................................      (284)       (826)       (178)
                                                               -------     -------      ------
  Net Expenses..............................................     2,633       2,551         218
                                                               -------     -------      ------
Net Investment Income.......................................    24,806      27,662       3,451
                                                               -------     -------      ------
REALIZED / UNREALIZED GAINS (LOSSES) FROM INVESTMENTS AND
  FUTURES
Net realized gains (losses) from investment and futures
  transactions..............................................     3,886          89         413
Net change in unrealized appreciation (depreciation) from
  investments and futures...................................    22,155       4,148       1,050
                                                               -------     -------      ------
Net realized/unrealized gains (losses) from investments and
  futures...................................................    26,041       4,237       1,463
                                                               -------     -------      ------
Change in net assets resulting from operations..............   $50,847     $31,899      $4,914
                                                               =======     =======      ======
</TABLE>
 
See notes to financial statements.
 
                                       29

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
(Amounts in Thousands)
 
<TABLE>
<CAPTION>
                                                                  ULTRA SHORT-TERM           LIMITED VOLATILITY
                                                                     INCOME FUND                  BOND FUND
                                                              -------------------------   -------------------------
                                                               SIX MONTHS                  SIX MONTHS
                                                                 ENDED       YEAR ENDED      ENDED       YEAR ENDED
                                                              DECEMBER 31,    JUNE 30,    DECEMBER 31,    JUNE 30,
                                                                  1997          1997          1997          1997
                                                              ------------   ----------   ------------   ----------
                                                              (UNAUDITED)                 (UNAUDITED)
<S>                                                           <C>            <C>          <C>            <C>
FROM INVESTMENT ACTIVITIES:
OPERATIONS:
  Net investment income.....................................    $  5,581      $  5,647      $ 17,810     $  36,887
  Net realized gains (losses) from investment and futures
    transactions............................................        (236)         (269)         (363)       (2,851)
  Net change in unrealized appreciation (depreciation) from
    investments and futures.................................         387         1,032           748         5,502
                                                                --------      --------      --------     ---------
Change in net assets resulting from operations..............       5,732         6,410        18,195        39,538
                                                                --------      --------      --------     ---------
DISTRIBUTIONS TO FIDUCIARY SHAREHOLDERS:
  From net investment income................................      (4,456)       (4,769)      (17,108)      (35,406)
  From net realized gains from investment transactions......          --            --            --            --
DISTRIBUTIONS TO CLASS A SHAREHOLDERS:
  From net investment income................................      (1,024)         (761)         (563)       (1,219)
  From net realized gains from investment transactions......          --            --            --            --
DISTRIBUTIONS TO CLASS B SHAREHOLDERS:
  From net investment income................................         (81)          (94)         (139)         (262)
  From net realized gains from investment transactions......          --            --            --            --
                                                                --------      --------      --------     ---------
  Change in net assets from shareholder distributions.......          --            --            --            --
                                                                --------      --------      --------     ---------
DISTRIBUTIONS TO CLASS C SHAREHOLDERS:
  From net investment income................................          --            --            --            --
                                                                --------      --------      --------     ---------
Change in net assets from shareholder distributions.........      (5,561)       (5,624)      (17,810)      (36,887)
                                                                --------      --------      --------     ---------
CAPITAL TRANSACTIONS:
  Proceeds from shares issued...............................     120,876       109,550        51,748       117,648
  Proceeds from shares issued in connection with
    conversion..............................................       1,303            --        41,843            --
  Dividends reinvested......................................         957           790         1,114         3,251
  Cost of shares redeemed...................................     (64,178)      (26,641)      (81,604)     (165,778)
                                                                --------      --------      --------     ---------
Change in net assets from share transactions................      58,958        83,699        13,101       (44,879)
                                                                --------      --------      --------     ---------
Change in net assets........................................      59,129        84,485        13,486       (42,228)
NET ASSETS:
  Beginning of period.......................................     146,874        62,389       588,954       631,182
                                                                --------      --------      --------     ---------
  End of period.............................................    $206,003      $146,874      $602,440     $ 588,954
                                                                ========      ========      ========     =========
SHARE TRANSACTIONS:
  Issued....................................................      12,223        11,129         4,914        11,253
  Issued in conversion......................................         132            --         3,970            --
  Reinvested................................................          97            81           107           311
  Redeemed..................................................      (6,490)       (2,708)       (7,747)      (15,866)
                                                                --------      --------      --------     ---------
Change in shares............................................       5,962         8,502         1,244        (4,302)
                                                                ========      ========      ========     =========
Undistributed (distributions in excess of) net investment
  income included in net assets:
End of period...............................................    $   (181)     $   (201)     $   (246)    $    (246)
                                                                ========      ========      ========     =========
</TABLE>
 
- ------------
 
(a) Period from commencement of operations.
(b) Amount is less than 1,000.
 
See notes to financial statements.
 
                                       30

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS
(Amounts in Thousands)
 
<TABLE>
<CAPTION>
 INTERMEDIATE BOND FUND        GOVERNMENT BOND FUND           INCOME BOND FUND             TREASURY & AGENCY FUND
- -------------------------    -------------------------    -------------------------    -------------------------------
 SIX MONTHS                   SIX MONTHS                   SIX MONTHS                   SIX MONTHS    JANUARY 20, 1997
   ENDED       YEAR ENDED       ENDED       YEAR ENDED       ENDED       YEAR ENDED       ENDED           THROUGH
DECEMBER 31,    JUNE 30,     DECEMBER 31,    JUNE 30,     DECEMBER 31,    JUNE 30,     DECEMBER 31,       JUNE 30,
    1997          1996           1997          1997           1997          1997           1997           1997(a)
- ------------   ----------    ------------   ----------    ------------   ----------    ------------   ----------------
(UNAUDITED)                  (UNAUDITED)                  (UNAUDITED)                  (UNAUDITED)
<S>            <C>           <C>            <C>           <C>            <C>           <C>            <C>
  $ 19,482      $ 26,017       $ 24,806     $  46,994       $ 27,662     $  44,089       $  3,451         $  3,196
    (1,013)         (935)         3,886          (894)            89          (280)           413              178
     8,434         3,378         22,155        10,875          4,148         6,049          1,050             (341)
- ----------      --------       --------     ---------       --------     ---------       --------         --------
    26,903        28,460         50,847        56,975         31,899        49,858          4,914            3,033
- ----------      --------       --------     ---------       --------     ---------       --------         --------
   (18,334)      (24,622)       (23,475)      (44,081)       (26,803)      (42,737)        (3,321)          (3,196)
        --            --             --            --             --            --           (474)              --
      (801)         (940)          (994)       (2,290)          (483)         (828)           (88)              --(b)
        --            --             --            --             --            --            (32)              --
      (346)         (455)          (337)         (623)          (376)         (524)           (42)              --(b)
        --            --             --            --             --            --            (12)              --
- ----------      --------       --------     ---------       --------     ---------       --------         --------
        --            --        (24,806)      (46,994)       (27,662)      (44,089)        (3,969)          (3,196)
- ----------      --------       --------     ---------       --------     ---------       --------         --------
        (1)           --             --            --             --            --             --               --
- ----------      --------       --------     ---------       --------     ---------       --------         --------
   (19,482)      (26,017)            --            --             --            --             --               --
- ----------      --------       --------     ---------       --------     ---------       --------         --------
   128,318       187,226        130,965       229,453        150,907       224,558         13,316            6,409
    55,814       207,582         26,687            --             --       132,470             --          113,243
     1,216         1,664          1,322         3,881          1,382         4,757            440             --(b)
   (58,524)      (98,172)       (99,239)     (199,344)       (68,221)     (148,078)       (14,872)          (9,231)
- ----------      --------       --------     ---------       --------     ---------       --------         --------
   126,824       298,300         59,735        33,990         84,068       213,707         (1,116)         110,421
- ----------      --------       --------     ---------       --------     ---------       --------         --------
   134,245       300,743         85,776        43,971         88,305       219,476           (171)         110,258
   551,338       250,595        770,879       726,908        755,952       536,476        110,258               --
- ----------      --------       --------     ---------       --------     ---------       --------         --------
  $685,583      $551,338       $856,655     $ 770,879       $844,257     $ 755,952       $110,087          110,258
- ----------      ========       ========     =========       ========     =========       ========         ========
- ----------
    12,764        18,923         13,262        23,794         15,811        23,912          1,320              644
     5,521        20,926           2663            --             --        14,063             --           11,324
       121           169            134           404            145           508             44               --(b)
    (5,821)       (9,913)       (10,040)      (20,680)        (7,150)      (15,750)        (1,475)            (927)
- ----------      --------       --------     ---------       --------     ---------       --------         --------
    12,585        30,105          6,019         3,518          8,806        22,733           (111)          11,041
==========      ========       ========     =========       ========     =========       ========         ========
  $     69      $     69       $   (101)    $    (101)      $    288     $     288       $     --         $     --
==========      ========       ========     =========       ========     =========       ========         ========
</TABLE>
 
                                       31

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS                                   DECEMBER 31,1997
(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 accompanying financial
   statements and financial highlights are those of the Ultra Short-Term Income
   Fund, the Limited Volatility Bond Fund, the Intermediate Bond Fund, the
   Government Bond Fund, the Income Bond Fund, and the Treasury & Agency Fund
   (individually a "Fund", collectively the "Funds") only. Each Fund is a
   diversified mutual fund.
 
   The Funds' investment objectives are as follows:
 
<TABLE>
<CAPTION>
               FUND                                            OBJECTIVE
               ----                                            ---------
   <S>                                <C>
   Ultra Short-Term Income Fund       A high level of current income consistent with low
                                       volatility of principal by investing in a diversified
                                       portfolio of short-term investment grade securities.
 
   Limited Volatility Bond Fund       Current income consistent with the preservation of capital
                                       through investment in high and medium-grade fixed-income
                                       securities.
 
   Intermediate Bond Fund             Current income consistent with the preservation of capital
                                       through investments in high and medium-grade fixed-income
                                       securities with intermediate maturities.
 
   Government Bond Fund               A high level of current income with liquidity and safety of
                                       principal.
 
   Income Bond Fund                   A high level of current income by investing primarily in a
                                       diversified portfolio of high, medium and low grade debt
                                       securities.
 
   Treasury & Agency Fund             A high level of current income by investing in U.S. Treasury
                                       and other U.S. Agency obligations with a primary, but not
                                       exclusive, focus on issues that produce income exempt from
                                       state income taxes.
</TABLE>
 
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. 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.
 
       SECURITY VALUATION
 
       Debt securities (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 carried at fair value as determined by the Fair
   Value Committee which is
 
Continued
 
                                       32

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                        DECEMBER 31,1997
(Unaudited)
 
   comprised of members from Banc One Investment Advisors Corporation (the
   "Advisor") and The One Group Services Company (the "Administrator") under the
   direction of the Board of Trustees.
 
       REPURCHASE AGREEMENTS
 
   The Funds (except for the Treasury & Agency Fund) may invest in repurchase
   agreements with institutions that are deemed by the Advisor to be of good
   standing and creditworthy under guidelines established by the Board of
   Trustees. Each repurchase agreement is recorded at cost. The Fund requires
   that the securities purchased in a repurchase agreement 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. Repurchase agreements are considered to be loans by a fund under
   the 1940 Act.
 
       WRITTEN OPTIONS
 
   The Funds (except for the Limited Volatility Fund and the Treasury & Agency
   Fund) may write covered call or secured 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 (except for the Limited Volatility Fund and the Treasury & Agency
   Fund) 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 (except for the Limited Volatility Fund and the Treasury & Agency
   Fund) 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 (except for the Treasury & Agency Fund) 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 or the difference between
   the current sales price and the lower forward price for the future purchase.
 
Continued
 
                                       33

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                        DECEMBER 31,1997
(Unaudited)
 
   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 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
   Advisor to be of good standing and creditworthy under guidelines established
   by the Board of Trustees and when, in the judgment of the Advisor, the
   consideration which can be earned currently from such securities loans
   justifies the attendant risks. 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, 1997, the following Funds had
   securities with the following market values on loan (amounts in thousands):
 
<TABLE>
<CAPTION>
                                                                MARKET VALUE
                                                                 OF LOANED
                                                                 SECURITIES
                                                                ------------
  <S>                                                           <C>
  Limited Volatility Bond Fund................................    $140,219
  Intermediate Bond Fund......................................     139,464
  Government Bond Fund........................................      84,041
  Income Bond Fund............................................     176,022
  Treasury & Agency Fund......................................      35,454
</TABLE>
 
       The loaned securities were fully collateralized by cash, U.S. Government
       securities, and commercial paper as of December 31, 1997.
 
       SECURITY TRANSACTIONS AND RELATED INCOME
 
       Security transactions are accounted for on a trade date basis. Net
       realized gains or losses from 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 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 due to differences in separate class expenses.
 
Continued
 
                                       34

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                        DECEMBER 31,1997
(Unaudited)
 
       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 mortgage-backed securities,
       expiring capital loss carryforwards, and deferrals of certain losses.
       Permanent book and tax basis differences have been reclassified among the
       components of net assets.
 
       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 of the Trust, have been allocated
       among the respective funds 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
       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.
 
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. The Trust is registered to offer forty
   series and five classes of shares: Fiduciary Class, Class A, Class B, Class C
   and Service Class. Currently, the Trust consists of thirty-three active
   funds. The Funds are each authorized to issue Fiduciary Class, Class A, Class
   B and Class C Shares. Class A Shares are subject to initial sales charges,
   imposed at the time of purchase, in accordance with the Funds' prospectus.
   Certain redemptions of Class B and Class C Shares are subject to contingent
   deferred sales charges in accordance with the Funds' prospectus. As of
   December 31, 1997, no shareholders were in Class C of the Funds except for
   the Intermediate Bond Fund. 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 ending December 31, 1997 and June
   30, 1997.
 
Continued
 
                                       35

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                        DECEMBER 31,1997
(Amounts in Thousands)
 
<TABLE>
<CAPTION>
                                                              ULTRA SHORT-TERM INCOME FUND   LIMITED VOLATILITY BOND FUND
                                                              ----------------------------   ----------------------------
                                                               SIX MONTHS                     SIX MONTHS
                                                                  ENDED        YEAR ENDED        ENDED        YEAR ENDED
                                                              DECEMBER 31,      JUNE 30,     DECEMBER 31,      JUNE 30,
                                                                  1997            1997           1997            1997
                                                              -------------   ------------   -------------   ------------
                                                               (UNAUDITED)                    (UNAUDITED)
<S>                                                           <C>             <C>            <C>             <C>
CAPITAL TRANSACTIONS:
 
FIDUCIARY SHARES:
  Proceeds from shares issued...............................    $107,365        $ 77,614       $ 50,391       $ 111,732
  Proceeds from shares issued in conversion.................       1,303              --         41,843              --
  Dividends reinvested......................................           7             148            596           2,151
  Cost of shares redeemed...................................     (60,002)        (21,314)       (77,356)       (157,344)
                                                                --------        --------       --------       ---------
  Change in net assets from Fiduciary Share transactions....    $ 48,673        $ 56,448       $ 15,474       $ (43,461)
                                                                ========        ========       ========       =========
CLASS A SHARES:
  Proceeds from shares issued...............................    $ 12,481        $ 29,729       $  1,011       $   5,026
  Dividends reinvested......................................         891             578            395             870
  Cost of shares redeemed...................................      (3,749)         (4,720)        (3,697)         (7,282)
                                                                --------        --------       --------       ---------
  Change in net assets from Class A Share transactions......    $  9,623        $ 25,587       $ (2,291)      $  (1,386)
                                                                ========        ========       ========       =========
CLASS B SHARES:
  Proceeds from shares issued...............................    $  1,030        $  2,207       $    346       $     890
  Dividends reinvested......................................          59              64            123             230
  Cost of shares redeemed...................................        (427)           (607)          (551)         (1,152)
                                                                --------        --------       --------       ---------
  Change in net assets from Class B Share transactions......    $    662        $  1,664       $    (82)      $     (32)
                                                                ========        ========       ========       =========
CLASS C SHARES:
  Proceeds from shares issued...............................    $     --        $     --       $     --       $      --
  Dividends reinvested......................................          --              --             --              --
  Cost of shares redeemed...................................          --              --             --              --
                                                                --------        --------       --------       ---------
  Change in net assets from Class C Share transactions......    $     --        $     --       $     --       $      --
                                                                ========        ========       ========       =========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
  Issued....................................................      10,857           7,886          4,784          10,686
  Issued in conversion......................................         132              --          3,970              --
  Reinvested................................................           1              15             57             206
  Redeemed..................................................      (6,068)         (2,166)        (7,342)        (15,059)
                                                                --------        --------       --------       ---------
  Change in Fiduciary Shares................................       4,922           5,735          1,469          (4,167)
                                                                ========        ========       ========       =========
CLASS A SHARES:
  Issued....................................................       1,262           3,018             97             482
  Reinvested................................................          90              59             38              83
  Redeemed..................................................        (379)           (480)          (352)           (697)
                                                                --------        --------       --------       ---------
  Change in Class A Shares..................................         973           2,597           (217)           (132)
                                                                ========        ========       ========       =========
CLASS B SHARES:
  Issued....................................................         104             225             33              85
  Reinvested................................................           6               7             12              22
  Redeemed..................................................         (43)            (62)           (53)           (110)
                                                                --------        --------       --------       ---------
  Change in Class B Shares..................................          67             170             (8)             (3)
                                                                ========        ========       ========       =========
CLASS C SHARES:
  Issued....................................................          --              --             --              --
  Reinvested................................................          --              --             --              --
  Redeemed..................................................          --              --             --              --
                                                                --------        --------       --------       ---------
  Change in Class C Shares..................................          --              --             --              --
                                                                ========        ========       ========       =========
</TABLE>
 
Continued
 
                                       36

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                        DECEMBER 31,1997
(Amounts in Thousands)
 
<TABLE>
<CAPTION>
                                                                 INTERMEDIATE BOND FUND          GOVERNMENT BOND FUND
                                                              ----------------------------   ----------------------------
                                                               SIX MONTHS                     SIX MONTHS
                                                                  ENDED        YEAR ENDED        ENDED        YEAR ENDED
                                                              DECEMBER 31,      JUNE 30,     DECEMBER 31,      JUNE 30,
                                                                  1997            1997           1997            1997
                                                              -------------   ------------   -------------   ------------
                                                               (UNAUDITED)                    (UNAUDITED)
<S>                                                           <C>             <C>            <C>             <C>
CAPITAL TRANSACTIONS:
 
FIDUCIARY SHARES:
  Proceeds from shares issued...............................    $107,864        $172,698       $125,700       $ 217,351
  Proceeds from shares issued in conversion.................      55,814         207,582         26,687              --
  Dividends reinvested......................................         352             661            363           1,826
  Cost of shares redeemed...................................     (54,804)        (91,579)       (91,959)       (181,374)
                                                                --------        --------       --------       ---------
  Change in net assets from Fiduciary Share transactions....    $109,226        $289,362       $ 60,791       $  37,803
                                                                ========        ========       ========       =========
CLASS A SHARES:
  Proceeds from shares issued...............................    $ 15,541        $  9,430       $  2,015       $   9,184
  Dividends reinvested......................................         600             671            701           1,575
  Cost of shares redeemed...................................      (2,876)         (5,173)        (6,251)        (15,371)
                                                                --------        --------       --------       ---------
  Change in net assets from Class A Share transactions......    $ 13,265        $  4,928       $ (3,535)      $  (4,612)
                                                                ========        ========       ========       =========
CLASS B SHARES:
  Proceeds from shares issued...............................    $  4,723        $  5,098       $  3,250       $   2,918
  Dividends reinvested......................................         264             332            258             480
  Cost of shares redeemed...................................        (844)         (1,420)        (1,029)         (2,599)
                                                                --------        --------       --------       ---------
  Change in net assets from Class B Share transactions......    $  4,143        $  4,010       $  2,479       $     799
                                                                ========        ========       ========       =========
CLASS C SHARES:
  Proceeds from shares issued...............................    $    190        $     --       $     --       $      --
  Dividends reinvested......................................          --(a)           --             --              --
  Cost of shares redeemed...................................          --              --             --              --
                                                                --------        --------       --------       ---------
  Change in net assets from Class C Share transactions......    $    190        $     --             --              --
                                                                ========        ========       ========       =========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
  Issued....................................................      10,734          17,457         12,729          22,536
  Issued in connection with conversion......................       5,521          20,926          2,663              --
  Reinvested................................................          35              67             37             190
  Redeemed..................................................      (5,452)         (9,247)        (9,303)        (18,817)
                                                                --------        --------       --------       ---------
  Change in Fiduciary Shares................................      10,838          29,203          6,126           3,909
                                                                ========        ========       ========       =========
CLASS A SHARES:
  Issued....................................................       1,541             951            204             956
  Reinvested................................................          60              68             71             164
  Redeemed..................................................        (285)           (522)          (633)         (1,593)
                                                                --------        --------       --------       ---------
  Change in Class A Shares..................................       1,316             497           (358)           (473)
                                                                ========        ========       ========       =========
CLASS B SHARES:
  Issued....................................................         470             515            329             302
  Reinvested................................................          26              34             26              50
  Redeemed..................................................         (84)           (144)          (104)           (270)
                                                                --------        --------       --------       ---------
  Change in Class B Shares..................................         412             405            251              82
                                                                ========        ========       ========       =========
CLASS C SHARES:
  Issued....................................................          19              --             --              --
  Reinvested................................................          --(a)           --             --              --
  Redeemed..................................................          --              --             --              --
                                                                --------        --------       --------       ---------
  Change in Class C Shares..................................          19              --             --              --
                                                                ========        ========       ========       =========
</TABLE>
 
- ------------
 
(a) Amounts are less than 1,000.
 
Continued
 
                                       37

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                        DECEMBER 31,1997
(Amounts in Thousands)
 
<TABLE>
<CAPTION>
                                                                     INCOME BOND FUND                TREASURY & AGENCY FUND
                                                                ---------------------------    ----------------------------------
                                                                 SIX MONTHS                     SIX MONTHS
                                                                    ENDED        YEAR ENDED        ENDED        JANUARY 20, 1997
                                                                DECEMBER 31,      JUNE 30,     DECEMBER 31,     THROUGH JUNE 30,
                                                                    1997            1997           1997              1997(a)
                                                                -------------    ----------    -------------    -----------------
                                                                 (UNAUDITED)                    (UNAUDITED)
<S>                                                             <C>              <C>           <C>              <C>
CAPITAL TRANSACTIONS:
FIDUCIARY SHARES:
  Proceeds from shares issued...............................      $143,576       $ 210,985       $  2,900           $  6,235
  Proceeds from shares issued in conversion.................            --         132,470             --            113,243
  Dividends reinvested......................................           727           3,766            373                 --(b)
  Cost of shares redeemed...................................       (63,486)       (142,285)       (14,762)            (9,231)
                                                                  --------       ---------       --------           --------
  Change in net assets from Fiduciary Share transactions....      $ 80,817       $ 204,936       $(11,489)          $110,247
                                                                  ========       =========       ========           ========
CLASS A SHARES:
  Proceeds from shares issued...............................      $  3,210       $   7,637       $  7,640           $     94
  Dividends reinvested......................................           387             647             46                 --(b)
  Cost of shares redeemed...................................        (3,491)         (4,192)           (97)                --
                                                                  --------       ---------       --------           --------
  Change in net assets from Class A Share transactions......      $    106       $   4,092       $  7,589           $     94
                                                                  ========       =========       ========           ========
CLASS B SHARES:
  Proceeds from shares issued...............................      $  4,121       $   5,936       $  2,776           $     80
  Dividends reinvested......................................           268             344             21                 --(b)
  Cost of shares redeemed...................................        (1,244)         (1,601)           (13)                --(b)
                                                                  --------       ---------       --------           --------
  Change in net assets from Class B Share transactions......      $  3,145       $   4,679       $  2,784           $     80
                                                                  ========       =========       ========           ========
SHARE TRANSACTIONS:
FIDUCIARY SHARES:
  Issued....................................................        15,046          22,470            288                627
  Issued in connection with conversion......................            --          14,063             --             11,324
  Reinvested................................................            76             403             37                 --(b)
  Redeemed..................................................        (6,654)        (15,133)        (1,464)              (927)
                                                                  --------       ---------       --------           --------
  Change in Fiduciary Shares................................         8,468          21,803         (1,139)            11,024
                                                                  ========       =========       ========           ========
CLASS A SHARES:
  Issued....................................................           337             814            757                  9
  Reinvested................................................            41              69              5                 --(b)
  Redeemed..................................................          (367)           (448)           (10)                --
                                                                  --------       ---------       --------           --------
  Change in Class A Shares..................................            11             435            752                  9
                                                                  ========       =========       ========           ========
CLASS B SHARES:
  Issued....................................................           428             628            275                  8
  Reinvested................................................            28              36              2                 --(b)
  Redeemed..................................................          (129)           (169)            (1)                --(b)
                                                                  --------       ---------       --------           --------
  Change in Class B Shares..................................           327             495            276                  8
                                                                  ========       =========       ========           ========
</TABLE>
 
- ------------
 
(a) Period from commencement of operations.
(b) Amounts are less than 1,000.
 
Continued
 
                                       38

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                        DECEMBER 31,1997
(Unaudited)
 
4. INVESTMENT ADVISORY, ADMINISTRATIVE, AND DISTRIBUTION AGREEMENTS:
 
   The Trust and 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
   net assets: 0.60% of the Income Bond Fund, the Intermediate Bond Fund and the
   Limited Volatility Bond Fund; 0.55% of the Ultra Short-Term Income Fund;
   0.45% of the Government Bond Fund; and 0.40% of the Treasury & Agency Fund.
 
   The Trust and the Administrator, a wholly-owned subsidiary of The BISYS
   Group, Inc., are parties to an administrative agreement under which the
   Administrator provides services for a fee that is computed daily and paid
   monthly, at an annual rate of 0.20% on the first $1.5 billion of Trust net
   assets (excluding the Investor Growth Fund, the Investor Growth & Income
   Fund, the Investor Conservative Growth Fund and the Investor Balanced Fund
   (the "Investor Funds") and 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 Investor Funds
   and the Institutional Money Market Funds); and 0.16% of Trust net assets
   (excluding the Investor Funds and the Institutional Money Market Funds) over
   $2 billion. The Advisor also serves as Sub-Administrator to each fund of the
   Trust, pursuant to an agreement between the Administrator and the Advisor.
   Pursuant to this agreement, the Advisor performs many of the Administrator's
   duties, for which the Advisor receives a fee paid by the Administrator.
 
   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, Class B, and Class C Shares are subject to a
   distribution and shareholder services plan (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
   and Class C 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, 0.75% of average daily
   net assets of the Class B Shares of the Ultra Short-Term Income Fund, the
   Limited Volatility Bond Fund and the Treasury & Agency Fund, 0.90% of average
   daily net assets of the Class B Shares of the Intermediate Bond Fund, the
   Government Bond Fund and the Income Bond Fund and 0.90% of the average daily
   net assets of the Class C Shares of the Intermediate Bond 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 Plans 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 Advisor), 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. For the six months ended December 31,
   1997, the Distributor received $666,025 from commissions earned on sales of
   Class A Shares and redemptions of Class B and Class C Shares, of which the
   Distributor re-allowed $662,333 to affiliated broker-dealers of the Funds.
 
   Certain officers of the Trust are affiliated with the Administrator. Such
   officers receive no compensation from the Funds for serving in their
   respective roles.
 
Continued
 
                                       39

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                        DECEMBER 31,1997
(Unaudited)
 
   The Advisor, the Administrator and the Distributor voluntarily agreed to
   waive a portion of their fees. For the six months ended December 31, 1997,
   fees in the following amounts were waived (amounts in thousands):
 
<TABLE>
<CAPTION>
                                                            INVESTMENT                         12B-1 FEES
                                                             ADVISORY                            WAIVED
                                                               FEES        ADMINISTRATION   -----------------
                                                              WAIVED        FEES WAIVED     CLASS A   CLASS B
                                                              ------        -----------     -------   -------
    <S>                                                    <C>             <C>              <C>       <C>
    Ultra Short-Term Income Fund.........................     $  329            $156          $18       $ 4
    Limited Volatility Bond Fund.........................        853              --           10         6
    Intermediate Bond Fund...............................        798              --           13         6
    Government Bond Fund.................................         80             181           17         6
    Income Bond Fund.....................................        812              --            8         6
    Treasury & Agency Fund...............................        111              64            1         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, 1997 were as follows (amounts in thousands):
 
<TABLE>
<CAPTION>
                                                                U.S. GOVERNMENT
                                                                   SECURITIES          OTHER SECURITIES
                                                              --------------------   --------------------
                                                              PURCHASES    SALES     PURCHASES    SALES
                                                              ---------   --------   ---------   --------
    <S>                                                       <C>         <C>        <C>         <C>
    Ultra Short-Term Income Bond Fund.......................  $ 53,519    $ 22,344   $ 41,679    $  9,543
    Limited Volatility Bond Fund............................   111,628     108,321     19,803      44,684
    Intermediate Bond Fund..................................   186,744     130,068     69,000      43,955
    Government Bond Fund....................................   515,969     496,299         --          --
    Income Bond Fund........................................    83,191      29,168     56,801      21,456
    Treasury & Agency.......................................    27,463      30,683         --          --
</TABLE>
 
6. FINANCIAL INSTRUMENTS:
 
   Investing in financial instruments such as written options, futures,
   structured notes and indexed securities involves risks 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
 
                                       40

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS, CONTINUED                        DECEMBER 31,1997
(Unaudited)
 
7. CONVERSION OF COMMON TRUST FUNDS:
 
   On December 19, 1997, the net assets of certain common trust funds managed by
   the Advisor were exchanged in a tax-free conversion for shares of the
   corresponding One Group Funds. The transaction was accounted for by a method
   followed for tax purposes in a tax-free business combination. The following
   is a summary of shares issued, net assets converted, net asset value per
   share issued and unrealized appreciation of assets acquired as of the
   conversion date (amounts in thousands except per share amounts):
 
<TABLE>
<CAPTION>
                                                                                   NET ASSET
                                                                                     VALUE
                                                             SHARES   NET ASSETS   PER SHARE     UNREALIZED
                                                             ISSUED   CONVERTED      ISSUED     APPRECIATION
                                                             ------   ----------   ----------   ------------
    <S>                                                      <C>      <C>          <C>          <C>
    Ultra Short-Term Income Fund...........................     132    $  1,303      $ 9.89        $    0
    Limited Volatility Bond Fund...........................   3,970      41,843       10.54           254
    Intermediate Bond Fund.................................   5,521      55,814       10.11           639
    Government Bond Fund...................................   2,663      26,687       10.02           127
</TABLE>
 
  On January 20, 1997, the net assets of certain common trust funds managed by
  the Advisor were exchanged in a tax-free conversion for shares of the
  corresponding One Group Funds. The transaction was accounted for by a method
  followed for tax purposes in a tax-free business combination. The following is
  a summary of shares issued, net assets converted, net asset value per share
  issued and unrealized appreciation of assets acquired as of the conversion
  date (amounts in thousands except per share amounts):
 
<TABLE>
<CAPTION>
                                                                                   NET ASSET
                                                                                     VALUE
                                                             SHARES   NET ASSETS   PER SHARE     UNREALIZED
                                                             ISSUED   CONVERTED      ISSUED     APPRECIATION
                                                             ------   ----------   ----------   ------------
    <S>                                                      <C>      <C>          <C>          <C>
    Income Bond Fund.......................................  14,063    $132,470      $ 9.42        $4,511
    Intermediate Bond Fund.................................  20,926     207,582        9.92         1,740
    Treasury & Agency Fund.................................  11,324     113,243       10.00         1,909
</TABLE>
 
Continued
 
                                       41

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                       ULTRA SHORT-TERM INCOME FUND
                                                   ---------------------------------------------------------------------
                                                                                 FIDUCIARY
                                                   ---------------------------------------------------------------------
                                                   SIX MONTHS
                                                      ENDED                        YEAR ENDED JUNE 30,
                                                   DECEMBER 31    ------------------------------------------------------
                                                      1997          1997       1996       1995        1994      1993(a)
                                                   -----------    --------    -------    -------    --------    --------
                                                   (UNAUDITED)
<S>                                                <C>            <C>         <C>        <C>        <C>         <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD..........................     $   9.87      $   9.79    $  9.84    $  9.85    $  10.03    $  10.00
                                                    --------      --------    -------    -------    --------    --------
Investment Activities
  Net investment income........................         0.30          0.62       0.62       0.55        0.36        0.17
  Net realized and unrealized gains (losses)
    from investments and futures...............         0.01          0.05      (0.07)     (0.05)      (0.15)       0.03
                                                    --------      --------    -------    -------    --------    --------
    Total from Investment Activities...........         0.31          0.67       0.55       0.50        0.21        0.20
                                                    --------      --------    -------    -------    --------    --------
Distributions
  Net investment income........................        (0.29)        (0.59)     (0.60)     (0.48)      (0.37)      (0.17)
  In excess of net investment income...........           --            --         --      (0.03)      (0.02)         --
                                                    --------      --------    -------    -------    --------    --------
    Total Distributions........................        (0.29)        (0.59)     (0.60)     (0.51)      (0.39)      (0.17)
                                                    --------      --------    -------    -------    --------    --------
NET ASSET VALUE,
  END OF PERIOD................................     $   9.89      $   9.87    $  9.79    $  9.84    $   9.85    $  10.03
                                                    ========      ========    =======    =======    ========    ========
Total Return...................................         3.21%(b)      7.14%      5.71%      5.14%       2.16%       4.93%(c)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)............     $163,219      $114,413    $57,276    $51,050    $139,593    $154,413
  Ratio of expenses to average net assets......         0.30%(c)      0.35%      0.45%      0.61%       0.65%       0.58%(c)
  Ratio of net investment income to average net
    assets.....................................         5.91%(c)      6.02%      6.20%      5.18%       3.70%       4.71%(c)
  Ratio of expenses to average net assets *....         0.78%(c)      0.81%      1.06%      1.01%       0.81%       1.03%(c)
  Ratio of net investment income to average net
    assets *...................................         5.42%(c)      5.56%      5.59%      4.78%       3.54%       4.26%(c)
  Portfolio Turnover (d).......................        17.93%        70.36%     67.65%      2.91%     242.20%     109.96%
</TABLE>
 
- ------------
 
 *  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 2, 1993.
(b) Not annualized.
(c) Annualized.
(d) 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.
 
                                       42

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                          ULTRA SHORT-TERM INCOME FUND
                                                        -----------------------------------------------------------------
                                                                                     CLASS A
                                                        -----------------------------------------------------------------
                                                        SIX MONTHS
                                                           ENDED                      YEAR ENDED JUNE 30,
                                                        DECEMBER 31    --------------------------------------------------
                                                           1997         1997       1996      1995      1994      1993(a)
                                                        -----------    -------    ------    ------    -------    --------
                                                        (UNAUDITED)
<S>                                                     <C>            <C>        <C>       <C>       <C>        <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD...............................      $  9.87      $  9.78    $ 9.83    $ 9.84    $ 10.03     $10.00
                                                          -------      -------    ------    ------    -------     ------
Investment Activities
  Net investment income.............................         0.29         0.58      0.58      0.52       0.36       0.14
  Net realized and unrealized gains (losses) from
    investments and futures.........................         0.00         0.09     (0.06)    (0.06)     (0.17)      0.03
                                                          -------      -------    ------    ------    -------     ------
    Total from Investment Activities................         0.29         0.67      0.52      0.46       0.19       0.17
                                                          -------      -------    ------    ------    -------     ------
Distributions
  Net investment income.............................        (0.28)       (0.58)    (0.57)    (0.46)     (0.34)     (0.14)
  In excess of net investment income................           --           --        --     (0.01)     (0.04)        --
                                                          -------      -------    ------    ------    -------     ------
    Total Distributions.............................        (0.28)       (0.58)    (0.57)    (0.47)     (0.38)     (0.14)
                                                          -------      -------    ------    ------    -------     ------
NET ASSET VALUE,
  END OF PERIOD.....................................      $  9.88      $  9.87    $ 9.78    $ 9.83    $  9.84     $10.03
                                                          =======      =======    ======    ======    =======     ======
Total Return (Excludes Sales Charge)................         3.00%(b)     7.00%     5.42%     4.84%      1.95%      4.78%(c)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).................      $39,304      $29,643    $3,969    $4,631    $19,053     $3,106
  Ratio of expenses to average net assets...........         0.55%(c)     0.61%     0.70%     0.86%      0.89%      0.81%(c)
  Ratio of net investment income to average net
    assets..........................................         5.65%(c)     5.78%     5.95%     4.88%      3.54%      4.47%(c)
  Ratio of expenses to average net assets *.........         1.13%(c)     1.17%     1.41%     1.36%      1.14%      1.34%(c)
  Ratio of net investment income to average net
    assets *........................................         5.07%(c)     5.22%     5.24%     4.38%      3.29%      3.95%(c)
  Portfolio Turnover (d)............................        17.93%       70.36%    67.65%     2.91%    242.20%    109.96%
</TABLE>
 
- ------------
 
 *  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 offering on March 10, 1993.
(b) Not annualized.
(c) Annualized.
(d) 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.
 
                                       43

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                            ULTRA SHORT-TERM INCOME FUND
                                                                -----------------------------------------------------
                                                                                       CLASS B
                                                                -----------------------------------------------------
                                                                SIX MONTHS
                                                                   ENDED                YEAR ENDED JUNE 30,
                                                                DECEMBER 31    --------------------------------------
                                                                   1997         1997      1996      1995     1994(a)
                                                                -----------    ------    ------    ------    --------
                                                                (UNAUDITED)
<S>                                                             <C>            <C>       <C>       <C>       <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.......................................      $ 9.81       $ 9.76    $ 9.84    $ 9.86    $  9.98
                                                                  ------       ------    ------    ------    -------
Investment Activities
  Net investment income.....................................        0.27         0.54      0.52      0.47       0.12
  Net realized and unrealized gains (losses) from
    investments and futures.................................        0.01         0.05     (0.07)    (0.04)     (0.11)
                                                                  ------       ------    ------    ------    -------
    Total from Investment Activities........................        0.28         0.59      0.45      0.43       0.01
                                                                  ------       ------    ------    ------    -------
Distributions
  Net investment income.....................................       (0.26)       (0.54)    (0.53)    (0.45)     (0.12)
  In excess of net investment income........................          --           --        --        --      (0.01)
                                                                  ------       ------    ------    ------    -------
    Total Distributions.....................................       (0.26)       (0.54)    (0.53)    (0.45)     (0.13)
                                                                  ------       ------    ------    ------    -------
NET ASSET VALUE,
  END OF PERIOD.............................................      $ 9.83       $ 9.81    $ 9.76    $ 9.84    $  9.86
                                                                  ======       ======    ======    ======    =======
Total Return (Excludes Sales Charge)........................        2.91%(b)     6.22%     4.63%     4.77%     (0.09)%(c)
RATIOS/SUPPLEMENTARY DATA:
Net Assets at end of period (000)...........................      $3,480       $2,818    $1,144    $  160    $    15
  Ratio of expenses to average net assets...................        1.05%(c)     1.07%     1.20%     1.31%      1.41%(c)
  Ratio of net investment income to average net assets......        5.15%(c)     5.18%     5.45%     4.91%      3.49%(c)
  Ratio of expenses to average net assets *.................        1.53%(c)     1.81%     2.06%     1.96%      1.83%(c)
  Ratio of net investment income to average net assets *....        4.67%(c)     4.44%     4.59%     4.26%      3.07%(c)
  Portfolio Turnover (d)....................................       17.93%       70.36%    67.65%     2.91%    242.20%
</TABLE>
 
- ------------
 
 *  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 offering on January 14, 1994.
(b) Not annualized.
(c) Annualized.
(d) 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.
 
                                       44

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                       LIMITED VOLATILITY BOND FUND
                                                 ------------------------------------------------------------------------
                                                                                FIDUCIARY
                                                 ------------------------------------------------------------------------
                                                  SIX MONTHS
                                                    ENDED                          YEAR ENDED JUNE 30,
                                                 DECEMBER 31,    --------------------------------------------------------
                                                     1997          1997        1996        1995        1994        1993
                                                 ------------    --------    --------    --------    --------    --------
                                                 (UNAUDITED)
<S>                                              <C>             <C>         <C>         <C>         <C>         <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD........................      $  10.47      $  10.42    $  10.53    $  10.33    $  10.87    $  10.72
                                                   --------      --------    --------    --------    --------    --------
Investment Activities
  Net investment income......................          0.32          0.63        0.64        0.60        0.54        0.61
  Net realized and unrealized gains (losses)
    from investments and futures.............          0.01          0.05       (0.11)       0.19       (0.45)       0.25
                                                   --------      --------    --------    --------    --------    --------
    Total from Investment Activities.........          0.33          0.68        0.53        0.79        0.09        0.86
                                                   --------      --------    --------    --------    --------    --------
Distributions
  Net investment income......................         (0.32)        (0.63)      (0.64)      (0.59)      (0.55)      (0.62)
  In excess of net investment income.........            --            --          --          --       (0.02)         --
  Net realized gains.........................            --            --          --          --       (0.06)      (0.09)
                                                   --------      --------    --------    --------    --------    --------
    Total Distributions......................         (0.32)        (0.63)      (0.64)      (0.59)      (0.63)      (0.71)
                                                   --------      --------    --------    --------    --------    --------
NET ASSET VALUE,
  END OF PERIOD..............................      $  10.48      $  10.47    $  10.42    $  10.53    $  10.33    $  10.87
                                                   ========      ========    ========    ========    ========    ========
Total Return.................................          3.20%(a)      6.75%       5.13%       7.96%       0.79%       8.27%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)..........      $579,814      $563,979    $604,916    $410,746    $447,394    $397,820
  Ratio of expenses to average net assets....          0.53%(b)      0.51%       0.51%       0.52%       0.50%       0.56%
  Ratio of net investment income to average
    net assets...............................          6.07%(b)      6.06%       6.06%       5.82%       5.10%       5.70%
  Ratio of expenses to average net assets
    *........................................          0.81%(b)      0.81%       0.82%       0.85%       0.85%       0.90%
  Ratio of net investment income to average
    net assets *.............................          5.79%(b)      5.76%       5.75%       5.49%       4.75%       5.36%
  Portfolio Turnover (c).....................         22.72%        66.61%      75.20%      76.43%      30.61%      40.28%
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Not annualized.
(b) Annualized.
(c) 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.
 
                                       45

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                         LIMITED VOLATILITY BOND FUND
                                                      -------------------------------------------------------------------
                                                                                    CLASS A
                                                      -------------------------------------------------------------------
                                                       SIX MONTHS
                                                         ENDED                        YEAR ENDED JUNE 30,
                                                      DECEMBER 31,    ---------------------------------------------------
                                                          1997         1997       1996       1995       1994       1993
                                                      ------------    -------    -------    -------    -------    -------
                                                      (UNAUDITED)
<S>                                                   <C>             <C>        <C>        <C>        <C>        <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.............................      $ 10.46       $ 10.41    $ 10.52    $ 10.32    $ 10.87    $ 10.72
                                                        -------       -------    -------    -------    -------    -------
Investment Activities
  Net investment income...........................         0.31          0.61       0.63       0.56       0.52       0.59
  Net realized and unrealized gains (losses) from
    investments and futures.......................         0.01          0.05      (0.13)      0.21      (0.46)      0.24
                                                        -------       -------    -------    -------    -------    -------
    Total from Investment Activities..............         0.32          0.66       0.50       0.77       0.06       0.83
                                                        -------       -------    -------    -------    -------    -------
Distributions
  Net investment income...........................        (0.31)        (0.61)     (0.61)     (0.56)     (0.51)     (0.59)
  In excess of net investment income..............           --            --         --      (0.01)     (0.04)        --
  Net realized gains..............................           --            --         --         --      (0.06)     (0.09)
                                                        -------       -------    -------    -------    -------    -------
    Total Distributions...........................        (0.31)        (0.61)     (0.61)     (0.57)     (0.61)     (0.68)
                                                        -------       -------    -------    -------    -------    -------
NET ASSET VALUE,
  END OF PERIOD...................................      $ 10.47       $ 10.46    $ 10.41    $ 10.52    $ 10.32    $ 10.87
                                                        =======       =======    =======    =======    =======    =======
Total Return (Excludes Sales Charge)..............         3.06%(a)      6.47%      4.86%      7.67%      0.49%      8.04%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...............      $17,792       $20,055    $21,343    $12,516    $15,216    $15,719
  Ratio of expenses to average net assets.........         0.78%(b)      0.76%      0.76%      0.77%      0.75%      0.76%
  Ratio of net investment income to average net
    assets........................................         5.82%(b)      5.81%      5.81%      5.57%      4.92%      5.35%
  Ratio of expenses to average net assets *.......         1.16%(b)      1.16%      1.17%      1.20%      1.20%      1.27%
  Ratio of net investment income to average
    net assets *..................................         5.44%(b)      5.41%      5.40%      5.14%      4.47%      4.84%
  Portfolio Turnover (c)..........................        22.72%        66.61%     75.20%     76.43%     30.61%     40.28%
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Not annualized.
(b) Annualized.
(c) 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.
 
                                       46

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                            LIMITED VOLATILITY BOND FUND
                                                                -----------------------------------------------------
                                                                                       CLASS B
                                                                -----------------------------------------------------
                                                                 SIX MONTHS
                                                                   ENDED                 YEAR ENDED JUNE 30,
                                                                DECEMBER 31,    -------------------------------------
                                                                    1997         1997      1996      1995     1994(a)
                                                                ------------    ------    ------    ------    -------
                                                                (UNAUDITED)
<S>                                                             <C>             <C>       <C>       <C>       <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.......................................       $10.53       $10.49    $10.60    $10.40    $10.78
                                                                   ------       ------    ------    ------    ------
Investment Activities
  Net investment income.....................................         0.30         0.55      0.55      0.53      0.17
  Net realized and unrealized gains (losses) from
    investments
    and futures.............................................         0.01         0.04     (0.10)     0.19     (0.37)
                                                                   ------       ------    ------    ------    ------
    Total from Investment Activities........................         0.31         0.59      0.45      0.72     (0.20)
                                                                   ------       ------    ------    ------    ------
Distributions
  Net investment income.....................................        (0.30)       (0.55)    (0.56)    (0.52)    (0.15)
  In excess of net realized gains...........................           --           --        --        --     (0.03)
                                                                   ------       ------    ------    ------    ------
    Total Distributions.....................................        (0.30)       (0.55)    (0.56)    (0.52)    (0.18)
                                                                   ------       ------    ------    ------    ------
NET ASSET VALUE,
  END OF PERIOD.............................................       $10.54       $10.53    $10.49    $10.60    $10.40
                                                                   ======       ======    ======    ======    ======
Total Return (Excludes Sales Charge)........................         2.99%(b)     5.74%     4.28%     7.18%    (1.81)%(b)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................       $4,834       $4,920    $4,923    $2,906    $1,974
  Ratio of expenses to average net assets...................         1.28%(c)     1.20%     1.26%     1.28%     1.26%(c)
  Ratio of net investment income to average net assets......         5.32%(c)     5.21%     5.31%     5.10%     4.39%(c)
  Ratio of expenses to average net assets *.................         1.81%(c)     1.81%     1.82%     1.86%     1.86%(c)
  Ratio of net investment income to average net assets *....         4.79%(c)     4.60%     4.75%     4.52%     3.79%(c)
  Portfolio Turnover (d)....................................        22.72%       66.61%    75.20%    76.43%    30.61%
</TABLE>
 
- ------------
 
 *  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 B Shares commenced offering on January 14, 1994.
(b) Not annualized.
(c) Annualized.
(d) 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.
 
                                       47

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                           INTERMEDIATE BOND FUND
                                                   ----------------------------------------------------------------------
                                                                                 FIDUCIARY
                                                   ----------------------------------------------------------------------
                                                    SIX MONTHS
                                                      ENDED                         YEAR ENDED JUNE 30,
                                                   DECEMBER 31,    ------------------------------------------------------
                                                       1997          1997        1996        1995       1994       1993
                                                   ------------    --------    --------    --------    -------    -------
                                                   (UNAUDITED)
<S>                                                <C>             <C>         <C>         <C>         <C>        <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD..........................      $   9.92      $   9.84    $  10.01    $   9.72    $ 10.51    $ 10.09
                                                     --------      --------    --------    --------    -------    -------
Investment Activities
  Net investment income........................          0.33          0.65        0.66        0.66       0.60       0.63
  Net realized and unrealized gains (losses)
    from investments and futures...............          0.14          0.08       (0.17)       0.29      (0.67)      0.42
                                                     --------      --------    --------    --------    -------    -------
    Total from Investment Activities...........          0.47          0.73        0.49        0.95      (0.07)      1.05
                                                     --------      --------    --------    --------    -------    -------
Distributions
  Net investment income........................         (0.33)        (0.65)      (0.66)      (0.66)     (0.60)     (0.63)
  In excess of net investment income...........            --            --          --          --      (0.02)        --
  Net realized gains...........................            --            --          --          --      (0.10)        --
                                                     --------      --------    --------    --------    -------    -------
    Total Distributions........................         (0.33)        (0.65)      (0.66)      (0.66)     (0.72)     (0.63)
                                                     --------      --------    --------    --------    -------    -------
NET ASSET VALUE,
  END OF PERIOD................................      $  10.06      $   9.92    $   9.84    $  10.01    $  9.72    $ 10.51
                                                     ========      ========    ========    ========    =======    =======
Total Return...................................          4.77%(a)      7.68%       4.95%      10.15%     (0.74)%    10.67%
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)............      $638,657      $522,423    $230,812    $191,216    $98,483    $44,252
  Ratio of expenses to average net assets......          0.56%(b)      0.54%       0.54%       0.56%      0.32%      0.39%
  Ratio of net investment income to average net
    assets.....................................          6.49%(b)      6.63%       6.56%       6.88%      6.04%      6.14%
  Ratio of expenses to average net assets *....          0.81%(b)      0.81%       0.87%       0.99%      0.87%      1.17%
  Ratio of net investment income to average net
    assets *...................................          6.25%(b)      6.36%       6.23%       6.45%      5.49%      5.36%
  Portfolio Turnover (c).......................         29.78%        55.91%     101.06%      99.71%     85.62%     21.51%
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Not annualized.
(b) Annualized.
(c) 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.
 
                                       48

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                           INTERMEDIATE BOND FUND
                                                                ---------------------------------------------
                                                                                   CLASS A
                                                                ---------------------------------------------
                                                                 SIX MONTHS
                                                                   ENDED             YEAR ENDED JUNE 30,
                                                                DECEMBER 31,    -----------------------------
                                                                    1997         1997       1996      1995(a)
                                                                ------------    -------    -------    -------
                                                                (UNAUDITED)
<S>                                                             <C>             <C>        <C>        <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.......................................      $  9.95       $  9.87    $ 10.04    $ 9.45
                                                                  -------       -------    -------    ------
Investment Activities
  Net investment income.....................................         0.32          0.63       0.64      0.37
  Net realized and unrealized gains (losses) from
    investments and futures.................................         0.14          0.08     (0.17)      0.59
                                                                  -------       -------    -------    ------
    Total from Investment Activities........................         0.46          0.71       0.47      0.96
                                                                  -------       -------    -------    ------
Distributions
  Net investment income.....................................        (0.32)        (0.63)     (0.64)    (0.37)
                                                                  -------       -------    -------    ------
    Total Distributions.....................................        (0.32)        (0.63)     (0.64)    (0.37)
                                                                  -------       -------    -------    ------
NET ASSET VALUE,
  END OF PERIOD.............................................      $ 10.09       $  9.95    $  9.87    $10.04
                                                                  =======       =======    =======    ======
Total Return (Excludes Sales Charge)........................         4.65%(b)      7.40       4.77%    10.29%(b)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................      $32,298       $18,763    $13,706    $4,941
  Ratio of expenses to average net assets...................         0.81%(c)      0.78%      0.79%     0.83%(c)
  Ratio of net investment income to average net assets......         6.24%(c)      6.35%      6.31%     6.64%(c)
  Ratio of expenses to average net assets *.................         1.17%(c)      1.16%      1.22%     1.66%(c)
  Ratio of net investment income to average net assets *....         5.88%(c)      5.97%      5.88%     5.81%(c)
  Portfolio Turnover (d)....................................        29.78%        55.91%    101.06%    99.71%
</TABLE>
 
- ------------
 
 *  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 operations November 30, 1994.
(b) Not annualized.
(c) Annualized.
(d) 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

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                           INTERMEDIATE BOND FUND
                                                                ---------------------------------------------
                                                                                   CLASS B
                                                                ---------------------------------------------
                                                                 SIX MONTHS
                                                                   ENDED             YEAR ENDED JUNE 30,
                                                                DECEMBER 31,    -----------------------------
                                                                    1997         1997       1996      1995(a)
                                                                ------------    -------    -------    -------
                                                                (UNAUDITED)
<S>                                                             <C>             <C>        <C>        <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.......................................      $  9.92       $  9.83    $ 10.01    $ 9.45
                                                                  -------       -------    -------    ------
Investment Activities
  Net investment income.....................................         0.28          0.56       0.58      0.23
  Net realized and unrealized gains (losses) from
    investments and futures.................................         0.14          0.09      (0.18)     0.56
                                                                  -------       -------    -------    ------
    Total from Investment Activities........................         0.42          0.65       0.40      0.79
                                                                  -------       -------    -------    ------
Distributions
  Net investment income.....................................        (0.28)        (0.56)     (0.58)    (0.23)
                                                                  -------       -------    -------    ------
    Total Distributions.....................................        (0.28)        (0.56)     (0.58)    (0.23)
                                                                  -------       -------    -------    ------
NET ASSET VALUE,
  END OF PERIOD.............................................      $ 10.06       $  9.92    $  9.83    $10.01
                                                                  =======       =======    =======    ======
Total Return (Excludes Sales Charge)........................         4.31%(b)      6.83%      4.10%     8.22%(b)
 
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................      $14,438       $10,152    $ 6,077    $  266
  Ratio of expenses to average net assets...................         1.46%(c)      1.44%      1.44%     1.51%(c)
  Ratio of net investment income to average net assets......         5.60%(c)      5.71%      5.66%     6.15%(c)
  Ratio of expenses to average net assets *.................         1.82%(c)      1.81%      1.87%     2.34%(c)
  Ratio of net investment income to average net assets *....         5.24%(c)      5.34%      5.23%     5.31%(c)
  Portfolio Turnover (d)....................................        29.78%        55.91%    101.06%    99.71%
</TABLE>
 
- ------------
 
 *  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 November 30, 1994.
(b) Not annualized.
(c) Annualized.
(d) 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.
 
                                       50

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                INTERMEDIATE BOND FUND
                                                                ----------------------
                                                                       CLASS C
                                                                ----------------------
                                                                     NOVEMBER 4,
                                                                       1997 TO
                                                                     DECEMBER 31,
                                                                       1997(a)
                                                                ----------------------
                                                                     (UNAUDITED)
<S>                                                             <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.......................................            $10.07
                                                                        ------
Investment Activities
  Net investment income.....................................              0.46
  Net realized and unrealized gains (losses) from
    investments and futures.................................             (0.01)
                                                                        ------
    Total from Investment Activities........................              0.45
                                                                        ------
Distributions
  Net investment income.....................................             (0.46)
                                                                        ------
    Total Distributions.....................................             (0.46)
                                                                        ------
NET ASSET VALUE,
  END OF PERIOD.............................................            $10.06
                                                                        ======
Total Return (Excludes Sales Charge)........................              4.31%(b)
 
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................            $  190
  Ratio of expenses to average net assets...................              1.46%(c)
  Ratio of net investment income to average net assets......              5.60%(c)
  Ratio of expenses to average net assets *.................              1.82%(c)
  Ratio of net investment income to average net assets *....              5.24%(c)
  Portfolio Turnover (d)....................................             29.78%
</TABLE>
 
- ------------
 
 *  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) Not annualized.
(c) Annualized.
(d) 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.
 
                                       51

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                           GOVERNMENT BOND FUND
                                                  -----------------------------------------------------------------------
                                                                                 FIDUCIARY
                                                  -----------------------------------------------------------------------
                                                                                                                
                                                   SIX MONTHS                       YEAR ENDED JUNE 30,
                                                     ENDED        -------------------------------------------------------
                                                  DECEMBER 31,
                                                     1997           1997        1996        1995        1994      1993(a)
                                                  ------------    --------    --------    --------    --------    -------
                                                  (UNAUDITED)
<S>                                               <C>             <C>         <C>         <C>         <C>         <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.........................      $   9.69      $   9.56    $   9.81    $   9.35    $  10.15    $ 10.00
                                                    --------      --------    --------    --------    --------    -------
Investment Activities
  Net investment income.......................          0.30          0.62        0.62        0.62        0.51       0.20
  Net realized and unrealized gains (losses)
    from investments and futures..............          0.32          0.13       (0.25)       0.46       (0.77)      0.15
                                                    --------      --------    --------    --------    --------    -------
    Total from Investment Activities..........          0.62          0.75        0.37        1.08       (0.26)      0.35
                                                    --------      --------    --------    --------    --------    -------
Distributions
  Net investment income.......................         (0.30)        (0.62)      (0.62)      (0.61)      (0.50)     (0.20)
  In excess of net investment income..........            --            --          --       (0.01)      (0.02)        --
  In excess of net realized gains.............            --            --          --          --       (0.02)        --
                                                    --------      --------    --------    --------    --------    -------
    Total Distributions.......................         (0.30)        (0.62)      (0.62)      (0.62)      (0.54)     (0.20)
                                                    --------      --------    --------    --------    --------    -------
NET ASSET VALUE,
  END OF PERIOD...............................      $  10.01      $   9.69    $   9.56    $   9.81    $   9.35    $ 10.15
                                                    ========      ========    ========    ========    ========    =======
Total Return..................................          6.51%(b)      8.10%       3.81%      12.04%      (2.73)%     9.03%(c)
 
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)...........      $809,738      $724,423    $677,326    $379,826    $209,692    $52,152
  Ratio of expenses to average net assets.....          0.62%(c)      0.62%       0.68%       0.71%       0.68%      0.69%(c)
  Ratio of net investment income to average
    net assets................................          6.11%(c)      6.45%       6.34%       6.65%       5.13%      5.43%(c)
  Ratio of expenses to average net assets *...          0.68%(c)      0.68%       0.69%       0.73%       0.71%      1.05%(c)
  Ratio of net investment income to average
    net assets *..............................          6.05%(c)      6.39%       6.33%       6.63%       5.10%      5.07%(c)
  Portfolio Turnover (d)......................         62.06%        60.53%      62.70%     106.14%     377.78%    139.24%
</TABLE>
 
- ------------
 
 *  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 offering on February 8, 1993.
(b) Not annualized.
(c) Annualized.
(d) 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.
 
                                       52

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                              GOVERNMENT BOND FUND
                                                        -----------------------------------------------------------------
                                                                                     CLASS A
                                                        -----------------------------------------------------------------
                                                                                                                           
                                                         SIX MONTHS                    YEAR ENDED JUNE 30,
                                                           ENDED        -------------------------------------------------
                                                        DECEMBER 31,
                                                            1997         1997       1996       1995      1994     1993(a)
                                                        ------------    -------    -------    ------    ------    -------
                                                        (UNAUDITED)
<S>                                                     <C>             <C>        <C>        <C>       <C>       <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD...............................      $  9.69       $  9.56    $  9.81    $ 9.35    $10.17    $10.22
                                                          -------       -------    -------    ------    ------    ------
Investment Activities
  Net investment income.............................         0.29          0.60       0.60      0.61      0.48      0.17
  Net realized and unrealized gains (losses) from
    investments and futures.........................         0.32          0.13      (0.25)     0.45     (0.79)    (0.05)
                                                          -------       -------    -------    ------    ------    ------
    Total from Investment Activities................         0.61          0.73       0.35      1.06     (0.31)     0.12
                                                          -------       -------    -------    ------    ------    ------
Distributions
  Net investment income.............................        (0.29)        (0.60)     (0.60)    (0.59)    (0.47)    (0.17)
  In excess of net investment income................           --            --         --     (0.01)    (0.02)       --
  In excess of net realized gains...................           --            --         --        --     (0.02)       --
                                                          -------       -------    -------    ------    ------    ------
    Total Distributions.............................        (0.29)        (0.60)     (0.60)    (0.60)    (0.51)    (0.17)
                                                          -------       -------    -------    ------    ------    ------
NET ASSET VALUE,
  END OF PERIOD.....................................      $ 10.01       $  9.69    $  9.56    $ 9.81    $ 9.35    $10.17
                                                          =======       =======    =======    ======    ======    ======
Total Return (Excludes Sales Charge)................         6.38%(b)      7.83%      3.58%    11.84%    (3.16)%    5.35%(c)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).................      $32,295       $34,727    $38,800    $8,130    $1,690    $  840
  Ratio of expenses to average net assets...........         0.87%(c)      0.87%      0.93%     0.97%     0.92%     0.95%(c)
  Ratio of net investment income to average net
    assets..........................................         5.86%(c)      6.20%      6.09%     6.46%     4.84%     5.56%(c)
  Ratio of expenses to average net assets *.........         1.01%(c)      1.03%      1.04%     1.09%     1.05%     1.44%(c)
  Ratio of net investment income to average net
    assets *........................................         5.72%(c)      6.04%      5.98%     6.34%     4.71%     5.07%(c)
  Portfolio Turnover (d)............................        62.06%        60.53%     62.70%   106.14%   377.78%   139.24%
</TABLE>
 
- ------------
 
 *  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 March 5, 1993.
(b) Not annualized.
(c) Annualized.
(d) 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.
 
                                       53

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                                                 GOVERNMENT BOND FUND
                                                                -------------------------------------------------------
                                                                                        CLASS B
                                                                -------------------------------------------------------
                                                                                                                                  
                                                                 SIX MONTHS               YEAR ENDED JUNE 30,
                                                                   ENDED        ---------------------------------------
                                                                DECEMBER 31,
                                                                    1997         1997       1996       1995     1994(a)
                                                                ------------    -------    -------    ------    -------
                                                                (UNAUDITED)
<S>                                                             <C>             <C>        <C>        <C>       <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.......................................      $  9.69       $  9.56    $  9.81    $ 9.35    $10.04
                                                                  -------       -------    -------    ------    ------
Investment Activities
  Net investment income.....................................         0.26          0.54       0.54      0.55      0.18
  Net realized and unrealized gains (losses) from
    investments and futures.................................         0.32          0.13      (0.25)     0.46     (0.69)
                                                                  -------       -------    -------    ------    ------
    Total from Investment Activities........................         0.58          0.67       0.29      1.01     (0.51)
                                                                  -------       -------    -------    ------    ------
Distributions
  Net investment income.....................................        (0.26)        (0.54)     (0.54)    (0.55)    (0.16)
  In excess of net investment income........................           --            --         --        --     (0.02)
                                                                  -------       -------    -------    ------    ------
    Total Distributions.....................................        (0.26)        (0.54)     (0.54)    (0.55)    (0.18)
                                                                  -------       -------    -------    ------    ------
NET ASSET VALUE,
  END OF PERIOD.............................................      $ 10.01       $  9.69    $  9.56    $ 9.81    $ 9.35
                                                                  =======       =======    =======    ======    ======
Total Return (Excludes Sales Charge)........................         6.05%(b)      7.14%      2.95%    11.20%    (4.99)%(b)
 
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................      $14,622       $11,729    $10,782    $2,513    $  656
  Ratio of expenses to average net assets...................         1.52%(c)      1.52%      1.58%     1.62%     1.52%(c)
  Ratio of net investment income to average net assets......         5.21%(c)      5.55%      5.44%     5.76%     4.60%(c)
  Ratio of expenses to average net assets *.................         1.66%(c)      1.68%      1.69%     1.74%     1.63%(c)
    Ratio of net investment income to average net assets
      *.....................................................         5.07%(c)      5.39%      5.33%     5.64%     4.49%(c)
  Portfolio Turnover (d)....................................        62.06%        60.53%     62.70%   106.14%   377.78%
</TABLE>
 
- ------------
 
 *  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 B Shares commenced offering on January 14, 1994.
(b) Not annualized.
(c) Annualized.
(d) 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.
 
                                       54

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                             INCOME BOND FUND
                                                 ------------------------------------------------------------------------
                                                                                FIDUCIARY
                                                 ------------------------------------------------------------------------
                                                                                                             
                                                  SIX MONTHS                       YEAR ENDED JUNE 30,
                                                    ENDED        --------------------------------------------------------
                                                 DECEMBER 31,
                                                     1997          1997        1996        1995        1994        1993
                                                 ------------    --------    --------    --------    --------    --------
                                                 (UNAUDITED)
<S>                                              <C>             <C>         <C>         <C>         <C>         <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD........................      $   9.42      $   9.33    $   9.54    $   9.23    $  10.43    $  10.18
                                                   --------      --------    --------    --------    --------    --------
Investment Activities
  Net investment income......................          0.33          0.64        0.65        0.64        0.54        0.66
  Net realized and unrealized gains (losses)
    from investments and futures.............          0.06          0.09       (0.21)       0.35       (0.74)       0.38
                                                   --------      --------    --------    --------    --------    --------
    Total from Investment Activities.........          0.39          0.73        0.44        0.99       (0.20)       1.04
                                                   --------      --------    --------    --------    --------    --------
Distributions
  Net investment income......................         (0.33)        (0.64)      (0.65)      (0.64)      (0.57)      (0.66)
  Net realized gains.........................            --            --          --       (0.04)      (0.43)      (0.13)
                                                   --------      --------    --------    --------    --------    --------
    Total Distributions......................         (0.33)        (0.64)      (0.65)      (0.68)      (1.00)      (0.79)
                                                   --------      --------    --------    --------    --------    --------
NET ASSET VALUE,
  END OF PERIOD..............................      $   9.48      $   9.42    $   9.33    $   9.54    $   9.23    $  10.43
                                                   ========      ========    ========    ========    ========    ========
Total Return.................................          4.15%(a)      8.10%       4.62%      11.29%      (2.54)%     10.62%
 
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000)..........      $815,669      $730,754    $520,239    $474,124    $560,071    $483,291
  Ratio of expenses to average net assets....          0.61%(b)      0.60%       0.59%       0.59%       0.53%       0.56%
  Ratio of net investment income to average
    net assets...............................          6.83%(b)      6.85%       6.76%       6.94%       5.35%       6.44%
  Ratio of expenses to average net assets
    *........................................          0.80%(b)      0.80%       0.81%       0.86%       0.85%       0.90%
  Ratio of net investment income to average
    net assets *.............................          6.64%(b)      6.65%       6.54%       6.67%       5.03%       6.10%
  Portfolio Turnover (c).....................          6.46%        55.18%      95.52%     262.25%     131.04%     143.52%
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Not annualized.
(b) Annualized.
(c) 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

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                                INCOME BOND FUND
                                                        -----------------------------------------------------------------
                                                                                     CLASS A
                                                        -----------------------------------------------------------------
                                                                                                                
                                                         SIX MONTHS                    YEAR ENDED JUNE 30,
                                                           ENDED        -------------------------------------------------
                                                        DECEMBER 31,
                                                            1997         1997       1996       1995      1994      1993
                                                        ------------    -------    -------    ------    ------    -------
                                                        (UNAUDITED)
<S>                                                     <C>             <C>        <C>        <C>       <C>       <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD...............................      $  9.41       $  9.32    $  9.54    $ 9.22    $10.43    $ 10.16
                                                          -------       -------    -------    ------    ------    -------
Investment Activities
  Net investment income.............................         0.32          0.62       0.63      0.61      0.52       0.63
  Net realized and unrealized gains (losses) from
    investments and futures.........................         0.06          0.09      (0.23)     0.36     (0.75)      0.41
                                                          -------       -------    -------    ------    ------    -------
    Total from Investment Activities................         0.38          0.71       0.40      0.97     (0.23)      1.04
                                                          -------       -------    -------    ------    ------    -------
Distributions
  Net investment income.............................        (0.32)        (0.62)     (0.62)    (0.60)    (0.55)     (0.64)
  In excess of net investment income................           --            --         --     (0.01)       --         --
  Net realized gains................................           --            --         --     (0.04)    (0.43)     (0.13)
                                                          -------       -------    -------    ------    ------    -------
    Total Distributions.............................        (0.32)        (0.62)     (0.62)    (0.65)    (0.98)     (0.77)
                                                          -------       -------    -------    ------    ------    -------
NET ASSET VALUE,
  END OF PERIOD.....................................      $  9.47       $  9.41    $  9.32    $ 9.54    $ 9.22    $ 10.43
                                                          =======       =======    =======    ======    ======    =======
Total Return (Excludes Sales Charge)................         4.02%(a)      7.85       4.26     10.90%    (2.33)%    10.58%
 
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).................      $14,522       $14,325    $10,127    $6,796    $5,347    $ 7,064
  Ratio of expenses to average net assets...........         0.86%(b)      0.85%      0.84%     1.01%     0.78%      0.77%
  Ratio of net investment income to average net
    assets..........................................         6.58%(b)      6.59%      6.51%     6.57%     5.25%      6.12%
  Ratio of expenses to average net assets *.........         1.16%(b)      1.15%      1.16%     1.38%     1.20%      1.26%
  Ratio of net investment income to average net
    assets *........................................         6.28%(b)      6.29%      6.19%     6.20%     4.83%      5.63%
  Portfolio Turnover (c)............................         6.46%        55.18%     95.52%   262.25%   131.04%    143.52%
</TABLE>
 
- ------------
 
 *  During the period certain fees were voluntarily reduced. If such voluntary
    fee reductions had not occurred, the ratios would have been as indicated.
(a) Not annualized.
(b) Annualized.
(c) 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

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
                                                                                   INCOME BOND FUND
                                                                ------------------------------------------------------
                                                                                       CLASS B
                                                                ------------------------------------------------------
                                                                           
                                                                 SIX MONTHS              YEAR ENDED JUNE 30,
                                                                   ENDED        --------------------------------------
                                                                DECEMBER 31,
                                                                    1997         1997       1996      1995     1994(a)
                                                                ------------    -------    ------    ------    -------
                                                                (UNAUDITED)
<S>                                                             <C>             <C>        <C>       <C>       <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.......................................      $  9.49       $  9.40    $ 9.62    $ 9.29    $ 9.97
                                                                  -------       -------    ------    ------    ------
Investment Activities
  Net investment income.....................................         0.29          0.56      0.56      0.56      0.17
  Net realized and unrealized gains (losses) from
    investments and futures.................................         0.06          0.09     (0.21)     0.38     (0.70)
                                                                  -------       -------    ------    ------    ------
    Total from Investment Activities........................         0.35          0.65      0.35      0.94     (0.53)
                                                                  -------       -------    ------    ------    ------
Distributions
  Net investment income.....................................        (0.29)        (0.56)    (0.57)    (0.57)    (0.15)
  Net realized gains........................................           --            --        --     (0.04)       --
                                                                  -------       -------    ------    ------    ------
    Total Distributions.....................................        (0.29)        (0.56)    (0.57)    (0.61)    (0.15)
                                                                  -------       -------    ------    ------    ------
NET ASSET VALUE,
  END OF PERIOD.............................................      $  9.55       $  9.49    $ 9.40    $ 9.62    $ 9.29
                                                                  =======       =======    ======    ======    ======
Total Return (Excludes Sales Charge)........................         3.69%(b)      7.15%     3.65%    10.63%    (5.29)%(b)
 
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................      $14,066       $10,873    $6,110    $1,887    $  723
  Ratio of expenses to average net assets...................         1.51%(c)      1.50%     1.49%     1.49%     1.45%(c)
  Ratio of net investment income to average net assets......         5.94%(c)      5.95%     5.86%     6.16%     5.20%(c)
  Ratio of expenses to average net assets *.................         1.81%(c)      1.80%     1.81%     1.86%     1.84%(c)
  Ratio of net investment income to average net assets *....         5.64%(c)      5.65%     5.54%     5.80%     4.81%(c)
  Portfolio Turnover (d)....................................         6.46%        55.18%    95.52%   262.25%   131.04%
</TABLE>
 
- ------------
 
 *  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 B Shares commenced offering on January 17, 1994.
(b) Not annualized.
(c) Annualized.
(d) 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.
 
                                       57

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                     TREASURY & AGENCY FUND
                                                                --------------------------------
                                                                           FIDUCIARY
                                                                --------------------------------
                                                                 SIX MONTHS     JANUARY 20, 1997
                                                                   ENDED            THROUGH
                                                                DECEMBER 31,        JUNE 30,
                                                                    1997            1997(a)
                                                                ------------    ----------------
                                                                (UNAUDITED)
<S>                                                             <C>             <C>
NET ASSET VALUE, BEGINNING OF PERIOD........................      $  9.99           $  10.00
                                                                  -------           --------
Investment Activities
  Net investment income.....................................         0.32               0.28
  Net realized and unrealized gains (losses) from
    investments and futures.................................         0.13              (0.01)
                                                                  -------           --------
    Total from Investment Activities........................         0.45               0.27
                                                                  -------           --------
Distributions
  Net investment income.....................................        (0.32)             (0.28)
  Net realized gains........................................        (0.05)                --
                                                                  -------           --------
    Total Distributions.....................................        (0.37)             (0.28)
                                                                  -------           --------
NET ASSET VALUE, END OF PERIOD..............................      $ 10.07           $   9.99
                                                                  =======           ========
Total Return................................................         4.51%(b)           2.78%(b)
RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................      $99,552           $110,084
  Ratio of expenses to average net assets...................         0.38%(c)           0.45%(c)
  Ratio of net investment income to average net assets......         6.29%(c)           6.44%(c)
  Ratio of expenses to average net assets *.................         0.68%(c)           0.78%(c)
  Ratio of net investment income to average net assets *....         5.98%(c)           6.11%(c)
  Portfolio Turnover (d)....................................        25.96%             54.44%
</TABLE>
 
- ------------
 
 *  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) Not annualized.
(c) Annualized.
(d) 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.
 
                                       58

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                     TREASURY & AGENCY FUND
                                                                --------------------------------
                                                                            CLASS A
                                                                --------------------------------
                                                                 SIX MONTHS     JANUARY 20, 1997
                                                                   ENDED            THROUGH
                                                                DECEMBER 31,        JUNE 30,
                                                                    1997            1997(a)
                                                                ------------    ----------------
                                                                (UNAUDITED)
<S>                                                             <C>             <C>
NET ASSET VALUE,
  BEGINNING OF PERIOD.......................................       $ 9.98            $10.00
                                                                   ------            ------
Investment Activities Net investment income.................         0.32              0.29
  Net realized and unrealized gains (losses) from
    investments and futures.................................         0.14             (0.02)
                                                                   ------            ------
    Total from Investment Activities........................         0.46              0.27
                                                                   ------            ------
Distributions
  Net investment income.....................................        (0.32)            (0.29)
  Net realized gains........................................        (0.05)               --
                                                                   ------            ------
    Total Distributions.....................................        (0.37)            (0.29)
                                                                   ------            ------
NET ASSET VALUE, END OF PERIOD..............................       $10.07            $ 9.98
                                                                   ======            ======
Total Return (Excludes Sales Charge)........................         4.68%(b)          2.78%(b)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................       $7,671            $   94
  Ratio of expenses to average net assets...................         0.59%(c)          0.71%(c)
  Ratio of net investment income to average net assets......         6.12%(c)          6.47%(c)
  Ratio of expenses to average net assets *.................         0.99%(c)          1.15%(c)
  Ratio of net investment income to average net assets *....         5.72%(c)          6.03%(c)
  Portfolio Turnover (d)....................................        25.96%            54.44%
</TABLE>
 
- ------------
 
 *  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) Not annualized.
(c) Annualized.
(d) 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.
 
                                       59

<PAGE>
 
- --------------------------------------------------------------------------------
The One Group Family of Mutual Funds
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
                                                                     TREASURY & AGENCY FUND
                                                                --------------------------------
                                                                            CLASS B
                                                                --------------------------------
                                                                 SIX MONTHS     JANUARY 20, 1997
                                                                   ENDED            THROUGH
                                                                DECEMBER 31,        JUNE 30,
                                                                    1997            1997(a)
                                                                ------------    ----------------
                                                                (UNAUDITED)
<S>                                                             <C>             <C>
NET ASSET VALUE, BEGINNING OF PERIOD........................       $ 9.99            $10.00
                                                                   ------            ------
Investment Activities
  Net investment income.....................................         0.30              0.26
  Net realized and unrealized gains (losses) from
    investments and futures.................................         0.13             (0.01)
                                                                   ------            ------
    Total from Investment Activities........................         0.43              0.25
                                                                   ------            ------
Distributions
  Net investment income.....................................        (0.30)            (0.26)
  Net realized gains........................................        (0.05)               --
                                                                   ------            ------
    Total Distributions.....................................        (0.35)            (0.26)
                                                                   ------            ------
NET ASSET VALUE, END OF PERIOD..............................       $10.07            $ 9.99
                                                                   ======            ======
Total Return (Excludes Sales Charge)........................         4.36%(b)          2.58%(b)

RATIOS/SUPPLEMENTARY DATA:
  Net Assets at end of period (000).........................       $2,864            $   80
  Ratio of expenses to average net assets...................         1.10%(c)          1.23%(c)
  Ratio of net investment income to average net assets......         5.58%(c)          6.30%(c)
  Ratio of expenses to average net assets *.................         1.65%(c)          1.81%(c)
  Ratio of net investment income to average net assets *....         5.03%(c)          5.72%(c)
  Portfolio Turnover (d)....................................        25.96%            54.44%
</TABLE>
 
- ------------
 
 *  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) Not annualized.
(c) Annualized.
(d) 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.
 
                                       60

<PAGE>
 
                 (This page has been left blank intentionally.)

<PAGE>
Important Customer Information.
Please Read:

Shares of The One Group:
* are not deposits or obligations
  of, or guaranteed by, BANC ONE
  CORPORATION or its affiliates
* are not insured or guaranteed by the 
  FDIC or by any other governmental 
  agency or government-sponsored
  agency of the federal government 
  or any state
* are subject to investment risks,
  including possible loss of the
  principal amount invested.

Banc One Investment Advisors
Corporation, a registered investment 
advisor and an indirect subsidiary of 
BANC ONE CORPORATION, serves 
as an investment advisor to The One
Group, for which it receives advisory 
fees. The One Group is distributed by 
The One Group Services Company, 
3435 Stelzer Road, Columbus,
Ohio 43219, which is not affiliated
with BANC ONE CORPORATION and 
is not a bank. Contact us at our web
site address: www.onegroup.com or
e-mail us at [email protected].

For more complete information on
any of The One Group Funds, including
management fees and expenses,
you may obtain a prospectus from 
The One Group Services Company.
Read the prospectus carefully                                
before investing.                                            

BANC ONE 
INVESTMENT                                                       
ADVISORS
CORPORATION



[LOGO]                                                                 TOG-F-042

<PAGE>
                                 [ART OMIITTED]


                                      SEMI-
                                     ANNUAL
                                     REPORT

                                 MARCH 31, 1998
                                 
                              MARQUIS[SERVICE MARK]
                                 FAMILY OF FUNDS

                 High Quality. High Standards. Highly Personal.

                                 [ART OMIITTED]

<PAGE>

TABLE OF CONTENTS
Letter to Shareholders                                         1
Statements of Net Assets                                       2
Statement of Assets and Liabilities                           33
Statements of Operations                                      34
Statements of Changes in Net Assets                           36
Financial Highlights                                          40
Notes to Financial Statements                                 46


FUND PORTFOLIOS                               TRADING SYMBOLS
MONEY MARKET FUNDS                           TRUST       RETAIL
Institutional Money Market Fund               N/A          N/A
Treasury Securities Money Market Fund        MQTXX        MQRXX
Tax Exempt Money Market Fund                 MQEXX        MQEXX

FIXED INCOME FUNDS                         A SHARES     B SHARES
Government Securities Fund                   MQGAX        MFGSB
Strategic Income Bond Fund                   MSIAX         N/A
Louisiana Tax-Free Income Fund               MQLAX        MFLTF

BALANCED FUNDS
Balanced Fund                                MQIAX        MFGIB

EQUITY FUNDS
Value Equity Fund                            MQVAX        MFVEB
Growth Equity Fund                           MNEUX         N/A
Small Cap Equity Fund                         N/A          N/A
International Equity Fund                     N/A          N/A

<PAGE>


LETTER TO SHAREHOLDERS




DEAR SHAREHOLDER:

During the six-month period ended March 31, 1998, the financial markets
continued to perform well overall, as the three major asset classes -- stocks,
bonds, and money market instruments -- all produced healthy gains. Once again,
these gains were fueled by exceptionally favorable economic conditions,
including moderate growth, low inflation, and stable interest rates. 

The Marquis Funds participated fully in this ongoing rally, generating positive
returns nearly across the board. The Marquis Value Equity Fund performed
particularly well, and has gained national attention recently for its truly
outstanding track record.

On October 20, 1997, First Commerce Corporation -- the parent of First National
Bank of Commerce in New Orleans, the Marquis Funds' investment adviser -- and
Banc One Corporation, the parent of Banc One, Louisiana, announced that they
have signed a definitive agreement for the merger of First Commerce with Banc
One. Subject to certain conditions being met, it is currently anticipated that
First Commerce will merge with Banc One by the end of June 1998.

The organization that results from this merger will be a strong one, with
extensive investment management resources and a time-tested record of
performance. In months ahead, we will endeavor to help our shareholders take
advantage of these resources.

As always, we thank you for your continued trust in our organization, and look
forward to serving you in the future.

                                      Sincerely,

                                      /S/Signature

                                      Suzanne T. Mestayer
                                      Executive Vice President
                                      First National Bank of Commerce


                                                              MARCH 31, 1998   1
<PAGE>


STATEMENT OF NET ASSETS
(UNAUDITED)


INSTITUTIONAL MONEY MARKET FUND
==========================================
DESCRIPTION          PAR (000) VALUE (000)
- ------------------------------------------
U.S. TREASURY OBLIGATIONS -- 21.7%
  U.S. Treasury Bill
   5.386%, 04/16/98     $15,000   $ 14,966
  U.S. Treasury Notes
   4.750%, 09/30/98       4,000      3,987
   5.750%, 12/31/98       4,000      4,008
   5.875%, 03/31/99       2,000      2,008
                                  --------
TOTAL U.S. TREASURY OBLIGATIONS
   (Cost $24,969)                   24,969
                                  --------

REPURCHASE AGREEMENTS -- 78.7%
  DEUTSCHE BANK
   5.900%, dated 03/31/98, matures
   04/01/98, repurchase price
   $4,602,175 (collateralized by
   U.S. Treasury Obligations,
   total market value:
   $4,693,725) (1)        4,601      4,601
  HSBC
   5.830%, dated 03/31/98, matures
   04/01/98, repurchase price
   $5,000,810 (collateralized
   by U.S. Treasury STRIPS,
   total market value:
   $5,121,412)            5,000      5,000
  LEHMAN BROTHERS
   5.900%, dated 03/31/98, matures
   04/01/98, repurchase price
   $28,004,589 (collateralized by
   various U.S. Treasury
   STRIPS, total market
   value: $28,707,761)   28,000     28,000




DESCRIPTION          PAR (000) VALUE (000)
- ------------------------------------------
  MERRILL LYNCH
   5.850%, dated 03/31/98, matures
   04/01/98, repurchase price
   $3,119,656 (collateralized by
   U.S. Treasury Bond, total
   market value:
   $3,186,674) (1)      $ 3,119    $ 3,119
  J.P. MORGAN
   5.980%, dated 03/31/98, matures
   04/01/98, repurchase price
   $28,004,651 (collateralized by
   U.S. Treasury STRIPS, total
   market value:
   $28,615,098)          28,000     28,000
  MORGAN STANLEY
   5.870%, dated 03/31/98, matures
   04/01/98, repurchase price
   $3,180,248 (collateralized
   by various U.S. Treasury
   Notes, total market
   value: $3,262,193) (1) 3,180      3,180
  NOMURA SECURITIES
   5.900%, dated 03/31/98, matures
   04/01/98, repurchase price
   $4,253,300 (collateralized by
   U.S. Treasury Obligations,
   total market value:
   $4,338,343) (1)        4,253      4,253

        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

2   MARCH 31, 1998
<PAGE>



INSTITUTIONAL MONEY MARKET FUND
==========================================
DESCRIPTION          PAR (000) VALUE (000)
- ------------------------------------------
  PRUDENTIAL SECURITIES
   5.950%, dated 03/31/98, matures
   04/01/98, repurchase price
   $5,000,826 (collateralized by
   U.S. Treasury Bill, total
   market value:
   $5,107,143)           $5,000   $  5,000
  UBS SECURITIES
   5.920%, dated 03/31/98, matures
   04/01/98, repurchase price
   $4,646,443 (collateralized by
   U.S. Treasury STRIPS, total
   market value:
   $4,741,279) (1)        4,646      4,646
  WACHOVIA
   5.700%, dated 03/31/98, matures
   04/01/98, repurchase price
   $5,000,792 (collateralized by
   U.S. Treasury Note, total
   market value:
   $5,102,656)            5,000      5,000
                                  --------
TOTAL REPURCHASE AGREEMENTS
   (Cost $90,799)                   90,799
                                  --------
TOTAL INVESTMENTS -- 100.4%
   (Cost $115,768)                 115,768
                                  --------
OTHER ASSETS AND LIABILITIES,
   NET -- (0.4%)                      (418)
                                  --------



DESCRIPTION                    VALUE (000)
- ------------------------------------------
NET ASSETS:
FUND SHARES
   (unlimited authorization -- no
   par value) based on 115,350,112
   outstanding shares of
   beneficial interest            $115,350
                                  ========
TOTAL NET ASSETS -- 100.0%        $115,350
                                  ========
NET ASSET VALUE, OFFERING AND
   REDEMPTION PRICE PER SHARE        $1.00
                                  ========

- ------------------------------------------
STRIPS--SEPARATE TRADING OF REGISTERED INTEREST
AND PRINCIPAL OF SECURITIES
(1) TRI-PARTY REPURCHASE AGREEMENT

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                              MARCH 31, 1998   3
<PAGE>


STATEMENT OF NET ASSETS
(UNAUDITED)



TREASURY SECURITIES MONEY MARKET FUND
===============================================
DESCRIPTION               PAR (000) VALUE (000)
- -----------------------------------------------
U.S. TREASURY OBLIGATIONS -- 17.6%
  U.S. Treasury Bill
   5.393%, 04/16/98         $ 90,000 $   89,799
  U.S. Treasury Notes
   4.750%, 09/30/98           50,000     49,838
   5.750%, 12/31/98           50,000     50,104
   5.875%, 03/31/99           25,000     25,099
                                     ----------
TOTAL U.S. TREASURY OBLIGATIONS
   (Cost $214,840)                      214,840
                                     ----------

REPURCHASE AGREEMENTS -- 82.5%
  DEUTSCHE BANK
   5.900%, dated 03/31/98, matures
   04/01/98, repurchase price
   $57,947,216 (collateralized by
   various U.S. Treasury Obligations,
   total market value:
   $59,096,804) (1)           57,938     57,938
  HSBC
   5.830%, dated 03/31/98, matures
   04/01/98, repurchase price
   $50,008,097 (collateralized by
   various U.S. Treasury STRIPS,
   total market value:
   $51,154,496)               50,000     50,000



DESCRIPTION               PAR (000) VALUE (000)
- -----------------------------------------------
  LEHMAN BROTHERS
   5.900%, dated 03/31/98, matures
   04/01/98, repurchase price
   $295,048,347 (collateralized by
   various U.S. Treasury
   STRIPS, total market
   value: $303,839,884)     $295,000  $ 295,000
  MORGAN STANLEY
   5.870%, dated 03/31/98, matures
   04/01/98, repurchase price
   $50,038,717 (collateralized by
   various U.S. Treasury
   Obligations, total market
   value: $51,708,576) (1)    50,030     50,030
  J.P. MORGAN
   5.980%, dated 03/31/98, matures
   04/01/98, repurchase price
   $295,049,003 (collateralized
   by various U.S. Treasury
   STRIPS, total market
   value: $301,604,985)      295,000    295,000
  MERRILL LYNCH
   5.850%, dated 03/31/98, matures
   04/01/98, repurchase price
   $50,038,689 (collateralized by
   various U.S. Treasury
   Obligations, total market
   value: $51,035,097) (1)    50,031     50,031

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

4   MARCH 31, 1998
<PAGE>



TREASURY SECURITIES MONEY MARKET FUND
===============================================
DESCRIPTION               PAR (000) VALUE (000)
- -----------------------------------------------
  NOMURA SECURITIES
   5.900%, dated 03/31/98, matures
   04/01/98, repurchase price
   $53,173,099 (collateralized by
   various U.S. Treasury
   Obligations, total market
   value: $54,228,352) (1)   $53,164   $ 53,164
  PRUDENTIAL SECURITIES
   5.950%, dated 03/31/98, matures
   04/01/98, repurchase price
   $50,008,264 (collateralized by
   various U.S. Treasury
   Obligations, total market
   value: $51,047,136)        50,000     50,000
  UBS SECURITIES
   5.920%, dated 03/31/98, matures
   04/01/98, repurchase price
   $57,858,108 (collateralized by
   various U.S. Treasury
   Obligations, total market
   value: $59,006,372) (1)    57,849     57,849
  WACHOVIA
   5.700%, dated 03/31/98, matures 
   04/01/98, repurchase price
   $50,007,917 (collateralized by 
   various U.S. Treasury Obligations, 
   total market value:
   $51,006,454)               50,000     50,000
                                     ----------
TOTAL REPURCHASE AGREEMENTS
   (Cost $1,009,012)                  1,009,012
                                     ----------
TOTAL INVESTMENTS -- 100.1%
   (Cost $1,223,852)                  1,223,852
                                     ----------
OTHER ASSETS AND LIABILITIES,
   NET -- (0.1%)                           (920)
                                     ----------


DESCRIPTION                         VALUE (000)
- -----------------------------------------------
NET ASSETS:
FUND SHARES OF TRUST CLASS
   (unlimited authorization --
   no par value) based on
   409,380,792 outstanding
   shares of beneficial interest     $  409,381
FUND SHARES OF RETAIL CLASS
   (unlimited authorization --
   no par value) based on
   610,475,941 outstanding
   shares of beneficial interest        610,476
FUND SHARES OF CASH SWEEP CLASS 
   (unlimited authorization -- 
   no par value) based
   on 203,050,377 outstanding
   shares of beneficial interest        203,050
Accumulated net realized gain
   on investments                            25
                                     ----------
TOTAL NET ASSETS -- 100.0%           $1,222,932
                                     ==========
NET ASSET VALUE, OFFERING AND
   REDEMPTION PRICE PER
   SHARE -- TRUST CLASS                   $1.00
                                     ==========
NET ASSET VALUE, OFFERING AND
   REDEMPTION PRICE PER
   SHARE -- RETAIL CLASS                  $1.00
                                     ==========
NET ASSET VALUE, OFFERING AND
   REDEMPTION PRICE PER
   SHARE -- CASH SWEEP CLASS              $1.00
                                     ==========

- -----------------------------------------------
STRIPS--SEPARATE TRADING OF REGISTERED INTEREST
        AND PRINCIPAL OF SECURITIES
(1) TRI-PARTY REPURCHASE AGREEMENT

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                              MARCH 31, 1998   5
<PAGE>


STATEMENT OF NET ASSETS
(UNAUDITED)



TAX EXEMPT MONEY MARKET FUND
===============================================
DESCRIPTION               PAR (000) VALUE (000)
- -----------------------------------------------
MUNICIPAL BONDS -- 99.2%
ARIZONA -- 1.5%
  Phoenix, Multi-Family
   Housing Authority, Del Mar
   Terrace Apartments Project,
   VRDN, RB (A) (B) (C)
   3.750%, 04/07/98          $ 2,000 $    2,000
                                     ----------
CALIFORNIA -- 6.8%
  California State, RAN
   4.500%, 06/30/98            4,230      4,237
  Los Angeles County,
   Series A, TRAN
   4.500%, 06/30/98            5,000      5,009
                                     ----------
                                          9,246
                                     ----------
COLORADO -- 3.7%
  Denver City & County,
   Ogden Residence Project,
   VRDN, RB (A) (B) (C)
   3.850%, 04/01/98              300        300
  Eagle County, Smith Creek
   Metropolitan District
   Project, Series 95, VRDN,
   RB (A) (B) (C)
   3.500%, 04/07/98            2,400      2,400
  University of Colorado,
   Series A, VRDN, RB (A)
   3.700%, 04/07/98            2,300      2,300
                                     ----------
                                          5,000
                                     ----------
DISTRICT OF COLUMBIA -- 0.1%
  District of Columbia,
   Series B-1, VRDN,
   RB (A) (B) (C)
   3.850%, 04/01/98              100        100
                                     ----------
FLORIDA -- 4.3%
  Broward County, Housing
   Finance Authority,
   Lake Park Association,
   VRDN, RB (A) (B) (C)
   3.700%, 04/07/98            3,410      3,410



DESCRIPTION               PAR (000) VALUE (000)
- -----------------------------------------------
  Orange County, Industrial
   Development Authority,
   Orlando Hawaiian Motel,
   VRDN, RB (A) (B) (C)
   3.900%, 04/01/98          $   530  $     530
  Palm Beach County, Jewish
   Community Campus
   Corporation, VRDN,
   RB (AMBAC) (A) (B)
   3.650%, 04/07/98            1,600      1,600
  Pinellas County, Health
   Facilities Authority,
   Hospital Program,
   VRDN, RB (A) (B) (C)
   3.700%, 04/01/98              300        300
                                     ----------
                                          5,840
                                     ----------
GEORGIA -- 5.3%
  Burke County, Oglethorpe
   Power Project, TECP
   3.450%, 05/29/98            3,000      3,000
  Floyd County, Georgia
   Power Plant Hammond
   Project, VRDN, RB (A) (B)
   3.900%, 04/01/98              950        950
  Gorden County, Hospital
   Authority, Adventist Health
   System, Series A, VRDN,
   RAN (A) (B) (C)
   3.750%, 04/07/98            1,325      1,325
  Marietta, Multi-Family
   Housing, Falls at Bells
   Ferry Project, RB (A) (B)
   3.950%, 07/15/98            1,000      1,001
  Monroe County, Pollution
   Control Authority, Power
   Plant Project, Series 1,
   VRDN, RB (A) (B)
   3.900%, 04/01/98              950        950
                                     ----------
                                          7,226
                                     ----------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.


6  MARCH 31, 1998
<PAGE>


TAX EXEMPT MONEY MARKET FUND
===============================================
DESCRIPTION               PAR (000) VALUE (000)
- -----------------------------------------------
HAWAII -- 2.3%
  Hawaii State Multi-Family
   Housing Authority,
   Tropicana West Project,
   Series A, VRDN,
   RB (A) (B) (C)
   3.500%, 04/07/98         $  3,100 $    3,100
                                     ----------
IDAHO -- 0.8%
  Nez Perce County,
   Pollution Control,
   VRDN, RB (A) (B) (C)
   3.700%, 04/07/98            1,025      1,025
                                     ----------
ILLINOIS -- 6.5%
  Chicago, Multi-Family
   Housing, Waveland
   Association Project,
   Series D, VRDN,
   RB (A) (B) (C)
   3.650%, 04/07/98            2,300      2,300
  Chicago, Multi-Family
   Housing, Waveland
   Association Project,
   Series E, VRDN,
   RB (A) (B) (C)
   3.650%, 04/07/98              300        300
  Illinois State Education
   Facilities Authority, TECP
   3.750%, 04/07/98            1,000      1,000
  Illinois State Health
   Facilities Authority,
   Advocate Healthcare
   Network, Series B,
   VRDN, RB (A) (B)
   3.750%, 04/07/98            1,700      1,700
  Illinois State Health
   Facilities Authority,
   Pekin Memorial Hospital
   Project, VRDN,
   RB (A) (B) (C)
   3.750%, 04/07/98            1,500      1,500
  Illinois State Sales Tax, RB
   5.000%, 06/15/98              325        326


DESCRIPTION               PAR (000) VALUE (000)
- -----------------------------------------------
  McCook, St. Andrew Society
   Project, Series 1996 A,
   VRDN, RB (A) (B) (C)
   3.750%, 04/07/98          $ 1,700 $    1,700
                                     ----------
                                          8,826
                                     ----------
INDIANA -- 6.0%
  Benton, Community
   School, TAW
   4.250%, 12/31/98            1,000      1,001
  Fort Wayne, Hospital
   Authority, Parkview
   Memorial Hospital,
   Series B, VRDN,
   RB (BA) (A) (B) (C)
   3.700%, 04/17/98            2,400      2,400
  Hammond, Local Public
   Improvements, Advance
   Funding Program,
   Series A-1, GO
   3.750%, 07/09/98              885        885
  Indiana State, GO
   4.000%, 01/20/99            1,500      1,505
  Indiana State Health
   Facilities Authority,
   Hartsfield Village Project,
   Series B, VRDN,
   RB (A) (B) (C)
   3.750%, 04/07/98            2,000      2,000
  Purdue University, Student
   Fee, Series B, RB
   6.100%, 07/01/98              250        251
  Rockport County, Pollution
   Control, AEP Generating
   Company Project,
   Series B, VRDN,
   RB (AMBAC) (A) (B)
   3.800%, 04/01/98              100        100
                                     ----------
                                          8,142
                                     ----------


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
 
                                                              MARCH 31, 1998   7
<PAGE>


STATEMENT OF NET ASSETS
(UNAUDITED)


TAX EXEMPT MONEY MARKET FUND
===============================================
DESCRIPTION               PAR (000) VALUE (000)
- -----------------------------------------------
KENTUCKY -- 0.0%
  Covington Industrial Building, 
   Atkins & Pearce Inc., 
   Series 1995, VRDN, RB (A)
   (B) (C)
   3.700%, 04/07/98         $     45 $       45
                                     ----------
LOUISIANA -- 5.3%
  Louisiana State Public
   Facilities Authority, Sisters
   of Charity Project, VRDN,
   RB (CS) (A) (B)
   3.700%, 04/07/98            2,700      2,700
  Louisiana State Public
   Facilities Authority,
   Willis Knighton Medical
   Center, VRDN,
   RB (AMBAC) (A) (B)
   3.700%, 04/07/98            4,000      4,000
  Louisiana State Recovery,
   District Sales Tax,
   RB (MBIA)
   4.250%, 07/01/98              500        500
                                     ----------
                                          7,200
                                     ----------
MAINE -- 1.2%
  Maine State Health &
   Higher Education Facilities
   Authority, Series C, VRDN,
   RB (AMBAC) (A) (B)
   3.700%, 04/07/98            1,600      1,600
                                     ----------
MARYLAND -- 1.6%
  Maryland State Industrial
   Development Finance
   Authority, Liberty Medical
   Center Project, VRDN,
   RB (A) (B) (C)
   3.700%, 04/07/98            2,200      2,200
                                     ----------
MASSACHUSETTS -- 2.2%
  Brockton, RAN
   4.500%, 06/30/98              800        801
  Fall River, BAN
   4.250%, 06/15/98            1,200      1,200



DESCRIPTION               PAR (000) VALUE (000)
- -----------------------------------------------
  New England Education
   Loan Marketing
   Corporation, Student
   Loans, Series C, RB
   4.750%, 07/01/98           $1,000 $    1,002
                                     ----------
                                          3,003
                                     ----------
MICHIGAN -- 2.2%
  Michigan State Strategic
   Fund, Van Andel Research
   Institution Project,
   VRDN, RB (A) (B) (C)
   3.700%, 04/07/98            3,000      3,000
                                     ----------
MISSOURI -- 1.5%
  Jackson County, Industrial
   Development Recreational
   Authority, Greater Kansas
   YMCA Project, Series A,
   VRDN, RB (A) (B) (C)
   4.050%, 04/01/98            1,100      1,100
  Missouri State Health &
   Educational Facilities
   Authority, Saint Francis
   Medical Center Project,
   Series A, VRDN,
   RB (A) (B) (C)
   3.900%, 04/01/98            1,000      1,000
                                     ----------
                                          2,100
                                     ----------
NEBRASKA -- 0.7%
  Hamilton County,
   Industrial Development
   Authority, Iams
   Corporation Project,
   VRDN, RB (A) (B) (C)
   3.750%, 04/07/98            1,020      1,020
                                     ----------
NEW JERSEY -- 2.7%
  New Jersey State
   Transportation Trust
   Fund Authority,
   Transportation Systems,
   Series A, RB
   4.500%, 06/15/98            2,600      2,605


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

8   MARCH 31, 1998
<PAGE>



TAX EXEMPT MONEY MARKET FUND
===============================================
DESCRIPTION               PAR (000) VALUE (000)
- -----------------------------------------------
  Ventnor City, New Jersey,
   Series A, BAN
   4.250%, 04/30/98         $  1,000  $   1,000
                                     ----------
                                          3,605
                                     ----------
NEW MEXICO -- 2.9%
  New Mexico State,
   Series A, TRAN
   4.500%, 06/30/98            4,000      4,008
                                     ----------
NEW YORK -- 5.0%
  Freeport, Unified School
   District, TAN (C)
   4.250%, 06/29/98              500        500
  Lindenhurst, Unified
   School District, TAN (C)
   4.250%, 06/24/98              500        500
  New York, TRAN (C)
   4.500%, 06/30/98            5,000      5,009
  North Hempstead,
   Series C, BAN
   4.375%, 05/06/98              750        750
                                     ----------
                                          6,759
                                     ----------
NORTH CAROLINA -- 0.9%
  Greensboro, Greensboro
   Coliseum Project,
   Series A, VRDN,
   COP (A) (B)
   3.700%, 04/07/98            1,200      1,200
                                     ----------
NORTH DAKOTA -- 0.2%
  Grand Forks, Aurora Project,
   Series A, RB (MBIA)
   3.800%, 06/15/98              215        215
                                     ----------
OHIO -- 3.4%
  Clermont County, Economic
   Development Authority,
   Eastmark Center Association
   Project, VRDN,
   RB (A) (B) (C)
   3.800%, 06/01/98              260        260


DESCRIPTION               PAR (000) VALUE (000)
- -----------------------------------------------
  Cuyahoga County, Hospital
   Authority, Cleveland Clinic
   Project, Series A, VRDN,
   RB (A) (B)
   3.700%, 04/07/98          $ 3,600 $    3,600
  Lorain County,  Hospital
   Facilities, United
   Methodist Village Project,
   Series 1996-B, VRDN,
   RB (A) (B) (C)
   3.800%, 04/07/98              800        800
                                     ----------
                                          4,660
                                     ----------
PENNSYLVANIA -- 9.0%
  Allegheny County Industrial
   Development Authority,
   Longwood at Oakmont
   Project, Series D, VRDN,
   RB (A) (B) (C)
   3.900%, 04/01/98              600        600
  Bucks County Industrial
   Development Authority,
   Edgecomb Metals Project,
   VRDN, RB (A) (B) (C)
   3.450%, 04/02/98              100        100
  Chester County Health &
   Education Facilities
   Authority, Barclay Friends
   Project, Series A, VRDN,
   RB (A) (B) (C)
   3.700%, 04/01/98              900        900
  Dauphin County, General
   Authority Pooled Finance
   Project, VRDN,
   RB (AMBAC) (A) (B)
   3.750%, 04/07/98            1,000      1,000
  Norristown, TRAN
   4.050%, 12/31/98            1,000      1,000
  Pennsylvania State Higher
   Education Facilities
   Authority, Allegheny
   College Project, VRDN,
   RB (A) (B) (C)
   3.700%, 04/07/98            1,400      1,400


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                              MARCH 31, 1998   9
<PAGE>

STATEMENT OF NET ASSETS
(UNAUDITED)


TAX EXEMPT MONEY MARKET FUND
===============================================
DESCRIPTION               PAR (000) VALUE (000)
- -----------------------------------------------
  Pennsylvania State, TAN
   4.500%, 06/30/98         $  4,000  $   4,008
  Pennsylvania State
   Municipal Authority,
   Pre-refunded @102 RB
   (FGIC) (D)
   7.800%, 04/01/98              385        393
  Philadelphia, Industrial
   Development Authority,
   Fox Chase Cancer Center
   Project, VRDN, RB (A) (B)
   3.750%, 04/01/98              700        700
  Philadelphia School District
   Authority, TRAN (C)
   4.500%, 06/30/98              750        751
  West Allegheny School
   District, GO (D)
   6.600%, 02/01/99            1,400      1,434
                                     ----------
                                         12,286
                                     ----------
SOUTH CAROLINA -- 0.4%
  South Carolina State, State
   Institution, Series B, GO
   7.000%, 04/01/98              500        500
                                     ----------
TENNESSEE -- 1.9%
  Hamilton County, Industrial
   Development Board,
   Tennessee Aquarium Project,
   VRDN, RB (BNY)
   (A) (B) (C)
   3.700%, 04/07/98            1,100      1,100
  Jefferson County, Economic
   Development Authority,
   Ball Corporation Project,
   VRDN, RB (A) (B) (C)
   3.950%, 04/07/98            1,000      1,000
  Nashville & Davidson
   Counties, Metro
   Government Water &
   Sewer, RB
   5.700%, 04/01/98              500        500
                                     ----------
                                          2,600
                                     ----------


DESCRIPTION               PAR (000) VALUE (000)
- -----------------------------------------------
TEXAS -- 8.2%
  Bexar County, Detention
   Facilities, GO
   7.250%, 06/15/98          $   200  $     201
  Brazos River Authority,
   Series A, RB (D)
   8.250%, 05/01/98              500        512
  Harris County, Toll Road
   Project, Series G, VRDN,
   RB (A) (B)
   3.650%, 04/07/98            1,500      1,500
  Harris County, Toll Road
   Project, Series B, VRDN,
   RB (A) (B)
   3.650%, 04/07/98            2,875      2,875
  San Antonio, GO
   8.750%, 08/01/98              725        737
  San Antonio, River Channel
   Improvement Authority,
   RB (FSA)
   6.550%, 07/01/98              290        292
  Texas State, Series A, TRAN
   4.750%, 08/31/98            5,000      5,022
                                     ----------
                                         11,139
                                     ----------
UTAH -- 2.6%
  Salt Lake City, Revenue
   Authority Pooled Project,
   VRDN, GO (A) (B) (C)
   3.650%, 04/07/98            3,550      3,550
                                     ----------
VIRGINIA -- 0.7%
  Roanoke, Industrial
   Development Authority,
   Carilion Health Systems,
   Series A, VRDN, RB (A) (B)
   3.800%, 04/01/98              900        900
                                     ----------
WASHINGTON -- 1.0%
  Washington State,
   Series A, GO
   6.500%, 07/01/98              500        504


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

10   MARCH 31, 1998
<PAGE>


TAX EXEMPT MONEY MARKET FUND
===============================================
DESCRIPTION               PAR (000) VALUE (000)
- -----------------------------------------------
  Washington State,
   Non-profit Housing
   Revenue Authority,
   Panorama City Project,
   VRDN, RB (A) (B) (C)
   3.850%, 04/01/98           $  900 $      900
                                     ----------
                                          1,404
                                     ----------
WEST VIRGINIA -- 0.6%
  Wood County, Industrial
   Development, AGA Gas
   Project, VRDN,
   RB (A) (B) (C)
   3.500%, 04/07/98              800        800
                                     ----------
WISCONSIN -- 7.3%
  Clinton, Community School
   District, TRAN
   4.240%, 08/31/98              475        475
  Cudahy School District,
   TRAN
   4.190%, 09/29/98              500        500
  Fox Point and Bayside,
   Joint School District, BAN
   4.200%, 04/10/98              775        775
  Janesville, Water Utility
   Improvements, PN
   4.700%, 06/01/98            1,000      1,001
  Janesville, Water Utility
   Improvements, PN (FSA)
   4.800%, 06/01/98              380        381
  La Crosse, Series A,
   PN (FSA)
   5.250%, 12/01/98              455        460
  Menasha Joint School
   District, TRAN
   4.250%, 10/13/98            1,350      1,351
  Middletown, Cross Plains
   Area School District,
   GO (FGIC)
   4.875%, 04/01/98              315        315








DESCRIPTION               PAR (000) VALUE (000)
- -----------------------------------------------
  Oregon School District,
   TRAN
   4.220%, 09/16/98           $1,000 $    1,001
  Ozaukee County, PN
   4.250%, 09/01/98            1,690      1,694
  Wisconsin State Health &
   Elderly Facilities Authority,
   Cedar Crest Project,
   VRDN, RB (A) (B) (C)
   3.750%, 04/07/98            1,000      1,000
  Wisconsin State Health
   Facilities Authority,
   Alverno College Project,
   VRDN, RB (A) (B) (C)
   3.950%, 04/01/98              900        900
                                     ----------
                                          9,853
                                     ----------
WYOMING -- 0.4%
  Cheyenne County, Economic
   Development Authority,
   Holiday Inn Project,
   VRDN, RB (A) (B) (C)
   3.900%, 04/01/98              250        250
  University of Wyoming,
   RB (MBIA)
   4.000%, 06/01/98              265        265
                                     ----------
                                            515
                                     ----------
TOTAL MUNICIPAL BONDS
   (Cost $134,667)                      134,667
                                     ----------
TOTAL INVESTMENTS -- 99.2%
   (Cost $134,667)                      134,667
                                     ----------
OTHER ASSETS AND LIABILITIES,
   NET -- 0.8%                            1,139
                                     ----------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                             MARCH 31, 1998   11
<PAGE>

STATEMENT OF NET ASSETS
(UNAUDITED)


TAX EXEMPT MONEY MARKET FUND
===============================================
DESCRIPTION                         VALUE (000)
- -----------------------------------------------
NET ASSETS:
FUND SHARES
   (unlimited authorization --
   no par value) based on
   135,806,261 outstanding shares
   of beneficial interest              $135,806
                                       --------
TOTAL NET ASSETS -- 100.0%             $135,806
                                       ========
NET ASSET VALUE, OFFERING AND
   REDEMPTION PRICE PER SHARE             $1.00
                                       ========

- --------------------------------------------------------------------------------
(A) VARIABLE RATE INSTRUMENT. THE RATE REFLECTED ON THE STATEMENT OF NET ASSETS
    IS THE RATE IN EFFECT ON MARCH 31, 1998.
(B) PUT AND DEMAND FEATURES EXIST REQUIRING THE ISSUER TO REPURCHASE THE
    INSTRUMENT PRIOR TO MATURITY. THE DATE SHOWN IS THE EARLIER OF THE PUT DATE
    OR THE MATURITY DATE.
(C) SECURITIES ARE HELD IN CONNECTION WITH A LETTER OF CREDIT OR OTHER CREDIT
    SUPPORT.
(D) PRE-REFUNDED SECURITY--THE PRE-REFUNDED DATE IS SHOWN AS THE MATURITY DATE
    ON THE STATEMENT OF NET ASSETS.
BAN--BOND ANTICIPATION NOTE 
COP--CERTIFICATE OF PARTICIPATION
GO--GENERAL OBLIGATION 
PN--PROMISSORY NOTE 
RAN--REVENUE ANTICIPATION NOTE
RB--REVENUE BOND 
TAN--TAX ANTICIPATION NOTE 
TAW--TAX ANTICIPATION WARRANT
TECP--TAX EXEMPT COMMERCIAL PAPER 
TRAN--TAX AND REVENUE ANTICIPATION NOTE
VRDN--VARIABLE RATE DEMAND NOTE 
THE FOLLOWING ORGANIZATIONS HAVE PROVIDED UNDERLYING CREDIT SUPPORT FOR CERTAIN
SECURITIES AS DEFINED IN THE STATEMENT OF NET ASSETS:
AMBAC--AMERICAN MUNICIPAL BOND ASSURANCE COMPANY
BNY--BANK OF NEW YORK 
CS--CREDIT SUISSE 
FGIC--FEDERAL GUARANTY INSURANCE COMPANY
FSA--FINANCIAL SECURITY ASSURANCE 
MBIA--MUNICIPAL BOND INSURANCE ASSOCIATION


GOVERNMENT SECURITIES FUND
===============================================
DESCRIPTION               PAR (000) VALUE (000)
- -----------------------------------------------
U.S. GOVERNMENT AGENCY
  OBLIGATIONS -- 9.3%
  Farmer MAC
   7.560%, 05/28/02          $   500 $      531
  FFCB
   8.650%, 10/01/99              255        265
  FHLB
   5.370%, 11/03/00              500        494
   7.500%, 08/10/04              500        542
  FHLMC
   6.300%, 03/15/03              135        135
   6.280%, 07/15/03              250        250
   7.930%, 01/20/05              250        277
  FICO STRIPS
   0.000%, 10/05/05              180        115
   0.000%, 12/27/05              334        211
   0.000%, 10/06/06              500        300
   0.000%, 11/11/06            1,000        597
   0.000%, 12/27/06              500        296
  FNMA
   9.150%, 04/10/98            1,175      1,176
   9.550%, 03/10/99              255        264
   5.875%, 02/02/06            5,000      4,961
  SBA Ser 1988-10-C
   9.350%, 07/01/98                3          4
  TVA
   6.250%, 08/01/99              400        401
   8.375%, 10/01/99            3,000      3,101
                                     ----------
TOTAL U.S. GOVERNMENT AGENCY
   OBLIGATIONS
   (Cost $13,765)                        13,920
                                     ----------

U.S. GOVERNMENT MORTGAGE-BACKED OBLIGATIONS -- 36.9%
  FHLMC
   7.000%, 04/01/00                7          7
   9.000%, 11/01/05              623        652
   9.000%, 05/01/06              831        869
   7.250%, 05/01/07               34         35
   9.000%, 08/01/09              632        656
   9.000%, 12/01/09              955      1,016
   9.500%, 04/01/16                4          5
   6.500%, 11/15/22            5,200      5,164


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

12   MARCH 31, 1998
<PAGE>


GOVERNMENT SECURITIES FUND
===============================================
DESCRIPTION               PAR (000) VALUE (000)
- -----------------------------------------------
  FHLMC CMO
   7.500%, 11/15/01           $3,932 $    4,002
   6.700%, 05/15/05            1,925      1,938
   7.000%, 09/15/07            3,425      3,430
   6.500%, 04/15/08            4,850      4,865
   7.750%, 01/15/20              223        223
  FNMA
   7.000%, 08/01/02              157        160
   6.500%, 04/01/04               56         56
   8.000%, 05/25/05              100        105
   6.250%, 02/25/07              150        150
   7.000%, 09/01/07            2,739      2,786
   6.250%, 01/25/09            1,000      1,003
   6.550%, 12/25/21              150        151
  FNMA REMIC
   7.350%, 06/25/07            2,000      2,016
   6.250%, 10/25/22               42         43
  GNMA
   9.000%, 07/15/02                8          9
   6.500%, 07/15/08            1,100      1,108
   6.500%, 03/15/09              105        106
   6.500%, 05/15/09            2,600      2,619
   9.000%, 06/15/16               13         14
   9.000%, 07/15/16              298        406
   9.000%, 09/15/16              255        273
   9.000%, 10/15/16               82         88
   9.000%, 11/15/16              215        230
   9.000%, 02/15/17               23         25
   9.500%, 08/15/17              394        428
  10.000%, 04/15/19              158        173
  10.000%, 05/15/19               33         37
  10.000%, 06/15/19                5          6
   9.500%, 12/15/19              351        381
   7.500%, 06/15/23            3,701      3,796
   7.000%, 03/15/24            1,999      2,019
   7.000%, 04/15/24            2,871      2,900
   8.500%, 10/15/24              995      1,051
   7.500%, 06/15/25              204        210
   8.000%, 06/15/25              182        189
   8.000%, 07/15/25            1,859      1,925
   7.000%, 01/15/26            4,556      4,601
   7.500%, 03/15/26              141        145
   8.000%, 08/15/26              211        219
   7.500%, 03/15/27            2,702      2,773
                                     ----------
TOTAL U.S. GOVERNMENT MORTGAGE-BACKED
   OBLIGATIONS
   (Cost $54,322)                        55,063
                                     ----------


DESCRIPTION              PAR (000) VALUE (000)
- -----------------------------------------------

U.S. TREASURY OBLIGATIONS -- 43.7%
  U.S. Treasury Bonds
   6.125%, 05/15/98          $   200 $      200
   5.625%, 02/15/06           12,500     12,393
   9.375%, 02/15/06            1,000      1,227
   7.125%, 02/15/23            2,500      2,852
  U.S. Treasury Notes        
   5.125%, 04/30/98            1,800      1,800
   9.000%, 05/15/98            1,550      1,557
   5.125%, 06/30/98            2,650      2,649
   8.250%, 07/15/98              100        101
   9.250%, 08/15/98            2,500      2,534
   8.875%, 11/15/98               50         51
   5.625%, 11/30/98            3,000      3,003
   6.375%, 01/15/99            1,500      1,510
   8.000%, 08/15/99              100        103
   7.125%, 09/30/99            3,000      3,064
   6.000%, 10/15/99            1,500      1,508
   7.875%, 11/15/99            1,400      1,449
   6.375%, 01/15/00              150        152
   8.500%, 02/15/00            2,850      2,994
   5.500%, 04/15/00              650        649
   6.000%, 08/15/00            7,500      7,550
   8.750%, 08/15/00            2,775      2,964
   6.375%, 08/15/02            5,425      5,565
   6.250%, 02/15/03              150        154
   5.750%, 08/15/03            2,150      2,155
   5.875%, 02/15/04            1,500      1,515
   6.500%, 08/15/05            3,000      3,133
   5.500%, 02/15/08            2,500      2,468
                                     ----------
TOTAL U.S. TREASURY OBLIGATIONS
   (Cost $64,442)                        65,300
                                     ----------

CORPORATE OBLIGATION -- 1.3%
  CPD Barge
   6.120%, 02/15/23            1,935      1,887
                                     ----------
TOTAL CORPORATE OBLIGATION
   (Cost $1,935)                          1,887
                                     ----------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                              MARCH 31, 1998  13
<PAGE>

STATEMENT OF NET ASSETS/SCHEDULE OF INVESTMENTS
(UNAUDITED)


GOVERNMENT SECURITIES FUND
===============================================
DESCRIPTION               PAR (000) VALUE (000)
- -----------------------------------------------
CASH EQUIVALENTS -- 4.7%
  SEI Liquid Asset Trust
   Government Portfolio      $ 3,895   $  3,895
  SEI Liquid Asset Trust
   Treasury Portfolio          3,144      3,144
                                       --------
TOTAL CASH EQUIVALENTS
   (Cost $7,039)                          7,039
                                       --------

REPURCHASE AGREEMENT -- 3.7%
  UBS SECURITIES
   5.920%, dated 03/31/98, matures
   04/01/98, repurchase price
   $5,594,414 (collateralized by
   a FNMA Obligation, total
   market value:
   $5,705,772) (1)             5,593      5,593
                                       --------
TOTAL REPURCHASE AGREEMENT
   (Cost $5,593)                          5,593
                                       --------
TOTAL INVESTMENTS -- 99.6%
   (Cost $147,096)                      148,802
                                       --------
OTHER ASSETS AND LIABILITIES,
   NET -- 0.4%                              991
                                       --------

NET ASSETS:
FUND SHARES OF CLASS A
   (unlimited authorization --
   no par value) based on
   14,797,002 outstanding
   shares of beneficial interest        147,756
FUND SHARES OF CLASS B (unlimited 
   authorization -- no 
   par value) based on
   113,389 outstanding shares
   of beneficial interest                 1,122
Accumulated net realized loss
   on investments                          (790)
Net unrealized appreciation
   on investments                         1,706
Distributions in excess of net
   investment income                         (1)
                                       --------
TOTAL NET ASSETS -- 100.0%             $149,793
                                       ========


DESCRIPTION                         VALUE (000)
- -----------------------------------------------
NET ASSET VALUE AND REDEMPTION
   PRICE PER SHARE -- CLASS A            $10.05
                                       ========
MAXIMUM OFFERING PRICE
   PER SHARE -- CLASS A
   ($10.05 / 96.50%)                     $10.41
                                       ========
NET ASSET VALUE AND OFFERING
   PRICE PER SHARE -- CLASS B (2)        $10.10
                                       ========

- --------------------------------------------------------------------------------
CMO--COLLATERALIZED MORTGAGE OBLIGATION FARMER 
FARMER MAC--FEDERAL AGRICULTURAL MORTGAGE CORPORATION 
FFCB--FEDERAL FARM CREDIT BANK 
FHLB--FEDERAL HOME LOAN BANK
FHLMC--FEDERAL HOME LOAN MORTGAGE CORPORATION 
FICO--FINANCING CORPORATION
FNMA--FEDERAL NATIONAL MORTGAGE ASSOCIATION 
GNMA--GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION REMIC--REAL ESTATE MORTGAGE INVESTMENT CONDUIT 
SBA--SMALL BUSINESS ADMINISTRATION 
SER--SERIES
STRIPS--SEPARATE TRADING OF REGISTERED INTEREST AND PRINCIPAL OF SECURITIES
TVA--TENNESSEE VALLEY AUTHORITY
(1) TRI-PARTY REPURCHASE AGREEMENT
(2) CLASS B HAS A CONTINGENT DEFERRED SALES CHARGE. FOR A DESCRIPTION OF A
    POSSIBLE SALES CHARGE, SEE NOTES TO THE FINANCIAL STATEMENTS.


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
                                                                              
14   MARCH 31, 1998
<PAGE>


STRATEGIC INCOME BOND FUND
==========================================
DESCRIPTION          PAR (000) VALUE (000)
- ------------------------------------------
CORPORATE OBLIGATIONS -- 64.8%
  Aetna Services
   7.625%, 08/15/26        $250  $     269
  AT&T
   8.625%, 12/01/31         250        275
  Bankers Trust NY
   7.250%, 10/15/11         250        259
  Brunswick
   7.375%, 09/01/23         400        419
  Canadian Pacific Limited
   9.450%, 08/01/21         280        361
  Coca-Cola Enterprises
   7.125%, 08/01/17         500        522
   6.950%, 11/15/26         400        407
  Commonwealth Edison
   8.375%, 09/15/22         300        320
  Eastman Chemical
   7.600%, 02/01/27         250        267
  Florida Power
   8.000%, 12/01/22         500        530
  Ford Motor Credit
   6.250%, 12/08/05         250        247
  GTE
   7.900%, 02/01/27         400        419
  IBM
   7.000%, 10/30/25         650        674
  Ingersoll-Rand
   7.200%, 06/01/25         300        312
  Lehman Brothers
   8.500%, 08/01/15         295        340
  Loew's
   7.625%, 06/01/23         300        311
  Loral
   7.000%, 09/15/23         400        405
  MCI Communications
   8.250%, 01/20/23         400        428
  Merrill Lynch
   5.580%, 05/12/98         600        596
  Minnesota Power & Light
   7.500%, 08/01/07         200        209
  NationsBank
   7.800%, 09/15/16         500        554
  Pacificorp, Ser F
   7.240%, 08/16/23         250        257
  Philip Morris
   7.200%, 02/01/07         250        257


DESCRIPTION          PAR (000) VALUE (000)
- ------------------------------------------
  Sunamerica
   8.125%, 04/28/23        $419    $   470
  Texas Utilities
   7.875%, 03/01/23         250        259
  Torchmark
   7.875%, 05/15/23         400        428
  United Telephone Florida
   8.375%, 01/15/25         270        320
  U.S. West Capital Funding
   7.300%, 01/15/07         250        264
  Weyerhaeuser
   7.500%, 03/01/13         500        541
                                   -------
TOTAL CORPORATE OBLIGATIONS
   (Cost $10,490)                   10,920
                                   -------

U.S. GOVERNMENT MORTGAGE-BACKED 
  OBLIGATIONS -- 26.3%
  FHLMC
   7.500%, 02/01/27         858        881
   7.000%, 02/01/28         349        354
  FNMA
   7.500%, 10/01/26         435        446
   7.500%, 02/01/27         445        457
   7.000%, 02/01/28         445        450
  GNMA
   7.500%, 02/15/27         456        468
   7.750%, 02/15/27         460        474
   8.000%, 03/20/27         428        442
   7.000%, 11/15/27         445        449
                                   -------
TOTAL U.S. GOVERNMENT MORTGAGE-BACKED 
   OBLIGATIONS
   (Cost $4,365)                     4,421
                                   -------

CASH EQUIVALENT -- 0.5%
  SEI Liquid Asset Trust
   Government Portfolio      85         85
                                   -------
TOTAL CASH EQUIVALENT
   (Cost $85)                           85
                                   -------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                             MARCH 31, 1998   15
<PAGE>

SCHEDULE OF INVESTMENTS/STATEMENT OF NET ASSETS
(UNAUDITED)


STRATEGIC INCOME BOND FUND
==========================================
DESCRIPTION          PAR (000) VALUE (000)
- ------------------------------------------
REPURCHASE AGREEMENT -- 2.6%
  UBS SECURITIES
   5.920%, dated 03/31/98, 
   matures 04/01/98, repurchase 
   price $436,467 
   (collateralized by 
   FNMA Obligation, total
   market value:
   $446,453) (1)           $436    $   436
                                   -------
TOTAL REPURCHASE AGREEMENT
   (Cost $436)                         436
                                   -------
TOTAL INVESTMENTS -- 94.2%
   (Cost $15,376)                   15,862
                                   =======

- -----------------------------------------------
FHLMC--FEDERAL HOME LOAN MORTGAGE CORPORATION
FNMA--FEDERAL NATIONAL MORTGAGE ASSOCIATION
GNMA--GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
SER--SERIES
(1) TRI-PARTY REPURCHASE AGREEMENT


LOUISIANA TAX-FREE INCOME FUND
==========================================
DESCRIPTION          PAR (000) VALUE (000)
- ------------------------------------------
MUNICIPAL BONDS -- 89.8%
LOUISIANA -- 89.8%
  Alexandria, Utilities,
   RB (FGIC)
   5.250%, 05/01/11        $100    $   103
  Alexandria, Utilities,
   Series B, RB
   4.650%, 05/01/04         150        153
  Ascension Parish School
   District, GO (AMBAC)
   4.900%, 03/01/09         150        152
  Baton Rouge, Sales & Use
   Tax, RB (FSA)
   6.000%, 08/01/08         200        214
  Bossier City, Utilities,
   RB (FGIC)
   4.800%, 10/01/05         500        513
  Caddo Parish, GO (MBIA)
   5.000%, 02/01/05         350        363
  East Baton Rouge Parish,
   Sales & Use Tax, RB (FGIC)
   4.800%, 02/01/06         650        665
  East Baton Rouge Parish,
   Sales & Use Tax, Series A,
   RB (FGIC)
   4.800%, 02/01/09         340        343
  East Baton Rouge Parish,
   Sales & Use Tax, RB (FGIC)
   5.900%, 02/01/16         500        533
  East Baton Rouge, Mortgage
   Financing Authority,
   Series B, RB
   4.350%, 10/01/00          75         76
   5.300%, 10/01/14          85         85
  Ernest N. Morial Exhibition
   Hall, Special Tax,
   RB (MBIA)
   4.700%, 07/15/05         115        117
   4.900%, 07/15/07         515        531
  Gretna, Sales Tax,
   RB (AMBAC)
   5.200%, 06/01/06         225        231
  Iberville School District,
   GO (FSA)
   5.750%, 10/01/03         250        268


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

16   MARCH 31, 1998
<PAGE>


LOUISIANA TAX-FREE INCOME FUND
==========================================
DESCRIPTION          PAR (000) VALUE (000)
- ------------------------------------------
  Jefferson Parish, Ad Valorem
   Property Tax, Series A,
   GO (FGIC)
   5.250%, 09/01/05      $  250    $   263
  Jefferson Parish, Hospital
   Services, RB (FGIC)
   5.100%, 01/01/05         300        311
   5.300%, 01/01/07         100        105
  Jefferson Parish, Sales &
   Use Tax, RB (AMBAC)
   5.000%, 02/01/08         130        134
   5.000%, 02/01/13         700        699
  Jefferson Parish, Sales &
   Use Tax, RB (MBIA)
   6.250%, 02/01/08         300        326
  Kenner, Sales Tax, RB (FGIC)
   5.750%, 06/01/06         100        107
  Lafayette Parish, Sales Tax,
   RB (FSA)
   4.875%, 04/01/04         575        592
  Lafayette Parish, Sales Tax,
   RB (FGIC) (A)
   6.000%, 04/01/08       1,250      1,394
  Lafayette, Public
   Improvements, Sales Tax,
   RB (FGIC)
   4.625%, 05/01/05         300        304
  Lafayette, Public Power
   Authority, RB (AMBAC)
   5.000%, 11/01/06         250        258
   5.300%, 11/01/07         510        529
   5.250%, 11/01/09         250        259
  Lafayette, Utilities,
   RB (AMBAC)
   4.100%, 11/01/99         275        276
   4.700%, 11/01/04         125        128
  Lafayette, Public
   Improvements, Sales Tax,
   RB (FGIC)
   5.500%, 03/01/07         200        212
  Lafayette, Public
   Improvements, Series A,
   RB (FGIC)
   4.900%, 03/01/03         505        519


DESCRIPTION          PAR (000) VALUE (000)
- ------------------------------------------
  Lafourche Parish, School
   Improvements, GO (FSA)
   5.000%, 02/01/16      $  900    $   891
  Louisiana State Housing
   Finance Agency, Single
   Family Mortgages,
   Series B, RB
   6.000%, 06/01/15         820        860
  Louisiana State Public
   Facilities Authority,
   Department of Public
   Safety, RB (AMBAC)
   4.900%, 08/01/04         500        514
   5.000%, 08/01/05         400        413
  Louisiana State Public
   Facilities Authority,
   Series A-1, RB (AMBAC)
   5.000%, 12/01/15       1,500      1,525
  Louisiana State Energy &
   Power Authority,
   RB (FGIC)
   6.000%, 01/01/13         500        521
  Louisiana State,
   Miscellaneous Taxes
   Refunding Bonds,
   Series A, RB
   5.700%, 08/01/08         500        547
  Louisiana State, Mississippi
   River Bridge
   Authority, RB
   6.625%, 11/01/06       1,130      1,258
  Louisiana State Public
   Facilities Authority,
   Jefferson Parish, Eastbank
   Project, RB (FGIC)
   4.850%, 08/01/06         250        257
  Louisiana State Public
   Facilities Authority,
   Loyola University
   Project, RB (MBIA)
   4.900%, 10/01/05       1,000      1,032
  Louisiana State Public
   Facilities Authority, Our
   Lady of Lake Regional
   Center, RB (MBIA)
   5.900%, 12/01/06         390        414


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                             MARCH 31, 1998   17
<PAGE>

STATEMENT OF NET ASSETS
(UNAUDITED)


LOUISIANA TAX-FREE INCOME FUND
==========================================
DESCRIPTION          PAR (000) VALUE (000)
- ------------------------------------------
  Louisiana State Public
   Facilities Authority,
   Series A, RB (FSA)
   5.100%, 03/01/01       $ 250    $   257
  Louisiana State Public
   Facilities Authority, Alton
   Ochsner Medical
   Foundation Project,
   Series A, RB (MBIA)
   6.000%, 05/15/01         100        106
  Louisiana State Public
   Facilities Authority, Alton
   Ochsner Medical
   Foundation Project,
   Series PJ-B, RB (MBIA)
   6.000%, 05/15/17         100        105
  Louisiana State Public
   Facilities Authority,
   Special Insurance
   Assessment, RB
   4.400%, 10/01/00         120        121
  Louisiana State, Refunding
   Bonds, Ad Valorem
   Property Tax, GO (MBIA)
   6.250%, 08/01/99         250        257
  Louisiana State, Refunding
   Bonds, GO (MBIA)
   5.375%, 08/01/05         400        424
  Louisiana State, Refunding
   Bonds, Series A,
   GO (MBIA)
   5.100%, 08/01/01         250        258
   5.300%, 08/01/04         250        263
  Louisiana State University,
   Agricultural & Mechanical
   College Project, RB (FGIC)
   5.400%, 07/01/05         150        159
  Louisiana State University,
   Agricultural & Mechanical
   College Project, RB (MBIA)
   6.000%, 07/01/07         580        645
  Louisiana State University,
   Agricultural & Mechanical
   College Project, RB (FGIC)
   5.500%, 07/01/06         250        267
   5.750%, 07/01/14         500        524


DESCRIPTION          PAR (000) VALUE (000)
- ------------------------------------------
  Louisiana State, Unlimited
   Tax, GO (FGIC)
   5.125%, 04/15/08      $1,000    $ 1,043
  Louisiana State, Unlimited
   Tax, GO (MBIA)
   5.600%, 08/01/07         250        270
  Louisiana State,
   Unlimited Tax, Series A,
   GO (AMBAC)
   6.000%, 05/01/07       1,000      1,097
  Louisiana State, Unlimited
   Tax, Series A, GO (FGIC)
   5.500%, 04/15/02       1,750      1,836
  Louisiana State, Unlimited
   Tax, Series A, GO (MBIA)
   6.000%, 05/15/99         950        974
  Louisiana State, Unlimited
   Tax, GO (MBIA)
   5.600%, 08/01/08         250        272
  Louisiana State, GO (FGIC)
   6.000%, 08/01/04       1,000      1,092
  Louisiana State, Series A,
   GO (MBIA)
   5.500%, 05/15/05         500        533
   5.600%, 05/15/07         750        810
   5.700%, 05/15/08         250        270
  Mandeville, Water Utility
   Improvements, Ad
   Valorem Property Tax, RB
   5.150%, 02/01/10         100        102
  Monroe, Special School
   District, GO (FGIC)
   5.350%, 03/01/09         500        521
  Natchitoches Parish School
   District #7, GO (FSA)
   4.900%, 03/01/07         190        194
  New Orleans, Home
   Mortgages, Special
   Obligation, RB
   6.250%, 01/15/11         500        562
  New Orleans, GO (FGIC)
   5.850%, 11/01/09         350        374
  New Orleans, Sewer
   Service, RB (FGIC)
   6.250%, 06/01/07       1,215      1,374
   5.250%, 06/01/11       1,000      1,035


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

18   MARCH 31, 1998
<PAGE>


LOUISIANA TAX-FREE INCOME FUND
==========================================
DESCRIPTION          PAR (000) VALUE (000)
- ------------------------------------------
  Orleans Parish School
   Board, GO (FGIC)
   5.300%, 09/01/10      $  250    $   259
  Orleans Parish School
   Board, Public School
   Capital Refinancing,
   RB (MBIA)
       5.000%, 12/01/05     250        260
   6.000%, 06/01/09         555        621
  Saint Bernard Parish,
   School Board Refunding,
   GO (MBIA)
       4.550%, 05/01/06     200        201
   4.600%, 05/01/07         200        201
   4.700%, 05/01/08         200        202
   4.800%, 05/01/09         200        201
   4.900%, 05/01/10         200        202
  Saint Charles Parish,
   Sales Tax, Series St-96,
   RB (MBIA)
   5.000%, 12/01/06         500        520
  Saint James Parish,
   Ad Valorem Property
   Tax, GO
   4.800%, 03/01/05          85         87
   5.200%, 03/01/08          75         77
  Saint Landry Parish School
   District #1, GO (FSA)
   4.350%, 05/01/05       1,750      1,746
  Saint Tammany Parish,
   Sales & Use Tax,
   RB (FGIC)
       5.750%, 04/01/03     250        267
   5.750%, 04/01/06         250        266
  Saint Tammany Parish
   School District #12,
   GO (FGIC)
   6.500%, 03/01/05         200        213
  Shreveport, Public
   Improvements, Ad
   Valorem Property Tax, RB
   4.750%, 12/01/09         200        200
  Shreveport, Unlimited Tax,
   GO (AMBAC)
   5.150%, 02/01/09         265        273


DESCRIPTION          PAR (000) VALUE (000)
- ------------------------------------------
  Slidell, GO (AMBAC)
   4.900%, 03/01/09      $  200    $   203
   5.000%, 03/01/13         400        399
  Slidell, Public
   Improvements, Sales
   & Use Tax, Series B, RB
       5.200%, 10/01/05     100        105
   5.400%, 10/01/07         200        210
                                   -------
                                    41,453
                                   -------
TOTAL MUNICIPAL BONDS
   (Cost $40,096)                   41,453
                                   -------

CASH EQUIVALENTS -- 8.9%
  SEI Tax Exempt Trust
   Institutional Trust Tax-
   Free Portfolio         2,142      2,142
  SEI Tax Exempt Trust Tax-
   Free Portfolio         1,946      1,946
                                   -------
TOTAL CASH EQUIVALENTS
   (Cost $4,088)                     4,088
                                   -------

REPURCHASE AGREEMENT -- 5.8%
  UBS SECURITIES
   5.920%, dated 03/31/98, 
   matures 04/01/98, repurchase
   price $2,664,886
   (collateralized by FNMA 
   Obligation, total
   market value:
   $2,719,769) (1)        2,664      2,664
                                   -------
TOTAL REPURCHASE AGREEMENT
   (Cost $2,664)                     2,664
                                   -------
TOTAL INVESTMENTS -- 104.5%
   (Cost $46,848)                   48,205
                                   -------
OTHER ASSETS AND LIABILITIES,
   NET -- (4.5%)                    (2,068)
                                   -------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

MARCH 31, 1998   19
<PAGE>


STATEMENT OF NET ASSETS
(UNAUDITED)


LOUISIANA TAX-FREE INCOME FUND
==========================================
DESCRIPTION                    VALUE (000)
- ------------------------------------------
NET ASSETS:
FUND SHARES OF CLASS A 
   (unlimited authorization -- 
   no par value) based on
   4,320,893 outstanding shares
   of beneficial interest          $42,770
FUND SHARES OF CLASS B 
   (unlimited authorization -- 
   no par value) based on
   204,208 outstanding shares
   of beneficial interest            2,064
Accumulated net realized loss
   on investments                      (54)
Net unrealized appreciation
   on investments                    1,357
                                   -------
TOTAL NET ASSETS -- 100.0%         $46,137
                                   =======
NET ASSET VALUE AND REDEMPTION
   PRICE PER SHARE -- CLASS A       $10.20
                                   =======
MAXIMUM OFFERING PRICE PER
   SHARE -- CLASS A
   ($10.20 / 96.50%)                $10.57
                                   =======
NET ASSET VALUE AND OFFERING
   PRICE PER SHARE -- CLASS B (2)   $10.20
                                   =======

- --------------------------------------------------------------------------------
(A) WHEN-ISSUED SECURITY
FNMA--FEDERAL NATIONAL MORTGAGE ASSOCIATION
GO--GENERAL OBLIGATION
RB--REVENUE BOND
THE FOLLOWING ORGANIZATIONS HAVE PROVIDED UNDERLYING CREDIT SUPPORT FOR CERTAIN
SECURITIES AS DEFINED IN THE STATEMENT OF NET ASSETS: 
AMBAC--AMERICAN MUNICIPAL BOND ASSURANCE COMPANY 
FGIC--FINANCIAL GUARANTY INSURANCE COMPANY
FSA--FINANCIAL SECURITY ASSURANCE 
MBIA--MUNICIPAL BOND INSURANCE ASSOCIATION 
(1) TRI-PARTY REPURCHASE AGREEMENT 
(2) CLASS B HAS A CONTINGENT DEFERRED SALES CHARGE. FOR A DESCRIPTION OF A 
    POSSIBLE SALES CHARGE, SEE NOTES TO THE FINANCIAL STATEMENTS.


BALANCED FUND
==========================================
DESCRIPTION             SHARES VALUE (000)
- ------------------------------------------
COMMON STOCKS -- 53.0%
AEROSPACE & DEFENSE -- 1.5%
  Sci Systems*           32,400    $ 1,154
  Thiokol                23,560      1,138
                                   -------
                                     2,292
                                   -------
AIR TRANSPORTATION -- 0.7%
  British Airways,
   PLC, ADR               9,200        957
                                   -------
APPAREL/TEXTILES -- 1.0%
  Tommy Hilfiger*        10,000        601
  VF                     15,800        830
                                   -------
                                     1,431
                                   -------
AUTOMOTIVE -- 2.4%
  Chrysler               26,500      1,101
  Ford Motor             26,350      1,708
  TRW                    13,600        750
                                   -------
                                     3,559
                                   -------
BANKS -- 1.7%
  First Union            21,400      1,214
  J.P. Morgan             9,900      1,330
                                   -------
                                     2,544
                                   -------
BEAUTY PRODUCTS -- 0.8%
  Avon Products          14,420      1,125
                                   -------
BUILDING & CONSTRUCTION -- 1.4%
  Fluor                  23,720      1,180
  Lennar                 25,600        882
                                   -------
                                     2,062
                                   -------
CHEMICALS -- 2.9%
  Dow Chemical            7,000        681
  E.I. du Pont 
   de Nemours            18,140      1,234
  Lubrizol               22,800        878
  Vulcan Materials       13,950      1,528
                                   -------
                                     4,321
                                   -------
COMPUTERS & SERVICES -- 2.4%
  Compaq Computer        35,000        906
  Computer Associates
   International         20,700      1,195
  Quantum*               27,360        583
  Tektronix              21,370        954
                                   -------
                                     3,638
                                   -------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

20   MARCH 31, 1998
<PAGE>



BALANCED FUND
==========================================
DESCRIPTION             SHARES VALUE (000)
- ------------------------------------------
CONCRETE & MINERAL PRODUCTS -- 0.7%
  Armstrong World
   Industries            12,470    $ 1,079
                                   -------
CONSUMER PRODUCTS -- 0.5%
  International Game
   Technology            21,000        525
  Nine West Group*       11,000        271
                                   -------
                                       796
                                   -------
DRUGS -- 1.7%
  Merck                   9,830      1,262
  Schering Plough        16,400      1,340
                                   -------
                                     2,602
                                   -------
ELECTRICAL SERVICES -- 4.5%
  Consolidated Edison    29,100      1,360
  Duke Power             13,600        810
  GPU                    27,500      1,217
  New England Electric
   Systems               19,300        882
  OGE Energy             15,400        891
  Pacific Enterprises    19,600        800
  Southern               27,100        750
                                   -------
                                     6,710
                                   -------
FINANCIAL SERVICES -- 2.6%
  Countrywide Credit
   Industries            20,540      1,092
  Greenpoint Financial   34,800      1,251
  Slm Holding            37,100      1,618
                                   -------
                                     3,961
                                   -------
FOOD, BEVERAGE & TOBACCO -- 1.8%
  IBP                    28,400        637
  Philip Morris          20,100        838
  Quaker Oats            20,660      1,183
                                   -------
                                     2,658
                                   -------
GAS/NATURAL GAS -- 0.7%
  Nicor                  26,150      1,105
                                   -------
HOUSEHOLD PRODUCTS -- 1.0%
  Maytag                 30,000      1,434
                                   -------


DESCRIPTION             SHARES VALUE (000)
- ------------------------------------------
INSURANCE -- 2.8%
  Allstate               10,680    $   982
  AMBAC                  34,600      2,022
  Conseco                21,840      1,237
                                   -------
                                     4,241
                                   -------
LEISURE -- 0.3%
  Callaway Golf          16,000        464
                                   -------
LUMBER & WOOD PRODUCTS -- 0.7%
  Plum Creek Timber      32,000      1,056
                                   -------
MACHINERY -- 3.8%
  Applied Materials*     17,000        600
  Caterpillar            20,400      1,123
  Crane                  19,500      1,033
  Cummins Engine         14,000        772
  Deere                  13,800        855
  Parker Hannifin        25,275      1,295
                                   -------
                                     5,678
                                   -------
MEDICAL PRODUCTS & SERVICES -- 0.7%
  Lincare Holdings*      15,700      1,109
                                   -------
MISCELLANEOUS MANUFACTURING -- 1.3%
  Trinity Industries     20,750      1,139
  Wolverine Tube*        20,800        835
                                   -------
                                     1,974
                                   -------
PETROLEUM & FUEL PRODUCTS -- 3.5%
  Ensco International    31,480        874
  Noble Drilling*        36,000      1,100
  Phillips Petroleum     18,200        909
  Union Texas Petroleum  50,000      1,106
  USX-Marathon Group     33,000      1,242
                                   -------
                                     5,231
                                   -------
PETROLEUM REFINING -- 1.3%
  British Petroleum  ADR 11,960      1,029
  Mobil                  12,000        919
                                   -------
                                     1,948
                                   -------
PROFESSIONAL SERVICES -- 0.6%
  Tech Data*             23,000        885
                                   -------
RAILROADS -- 0.0%
  Illinois Central          466         18
                                   -------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                             MARCH 31, 1998   21
<PAGE>

STATEMENT OF NET ASSETS
(UNAUDITED)


BALANCED FUND
==========================================
DESCRIPTION   SHARES/PAR (000) VALUE (000)
- ------------------------------------------
RETAIL -- 3.6%
  Dayton Hudson          16,010    $ 1,409
  Lone Star Steakhouse
   & Saloon*             20,000        454
  Ross Stores            34,260      1,512
  TJX                    40,400      1,828
                                   -------
                                     5,203
                                   -------
RUBBER & PLASTICS -- 0.7%
  Premark International  33,210      1,100
                                   -------
SEMI-CONDUCTORS/INSTRUMENTS -- 0.6%
  Novellus Systems*      21,890        947
                                   -------
STEEL & STEEL WORKS -- 1.5%
  Texas Industries       19,030      1,100
  USX-U.S. Steel Group   28,530      1,077
                                   -------
                                     2,177
                                   -------
TELEPHONES & TELECOMMUNICATION -- 2.6%
  Ameritech              25,400      1,256
  Century Telephone
   Enterprises           25,750      1,574
  SBC Communications     21,600        942
                                   -------
                                     3,772
                                   -------
TRUCKING -- 0.7%
  Werner Enterprises     41,550      1,060
                                   -------
TOTAL COMMON STOCKS
   (Cost $54,402)                   79,137
                                   -------

U.S. GOVERNMENT AGENCY
  OBLIGATION -- 3.3%
  FNMA
   5.875%, 02/02/06     $ 5,000      4,961
                                   -------
TOTAL U.S. GOVERNMENT AGENCY
   OBLIGATION
   (Cost $4,891)                     4,961
                                   -------


DESCRIPTION          PAR (000) VALUE (000)
- ------------------------------------------
U.S. GOVERNMENT MORTGAGE-BACKED 
  OBLIGATIONS -- 13.8%
  FHLMC
   7.000%, 04/01/00     $     2    $     2
   9.000%, 05/01/06          68         71
   9.000%, 08/01/09         329        341
   6.500%, 11/15/22       1,486      1,476
  FHLMC REMIC
   7.150%, 01/15/23       2,000      2,041
  FNMA
   7.000%, 09/01/07       1,060      1,079
  FNMA CMO
   7.000%, 01/25/03       1,790      1,790
  GNMA
   7.500%, 08/15/07         340        352
   6.500%, 07/15/08         550        554
   7.000%, 07/15/08         387        396
   6.500%, 03/15/09       1,352      1,362
  13.500%, 05/15/11          15         19
  12.500%, 10/15/13           2          3
  12.000%, 03/15/14          17         21
  13.500%, 09/15/14          12         15
   9.000%, 12/15/16          65         70
  10.000%, 07/15/18          95        105
  10.000%, 03/15/19          81         89
   7.000%, 04/15/24       1,089      1,100
   7.500%, 06/15/25       1,604      1,645
   7.000%, 02/15/26       6,757      6,823
   7.500%, 05/15/26         656        674
   8.000%, 05/15/26         529        549
                                   -------
TOTAL U.S. GOVERNMENT MORTGAGE-BACKED 
   OBLIGATIONS
   (Cost $20,352)                   20,577
                                   -------
U.S. TREASURY OBLIGATIONS -- 25.3%
  U.S. Treasury Bonds
   5.625%, 02/15/06       3,000      2,974
   7.125%, 02/15/23       1,000      1,141
  U.S. Treasury Notes
   6.500%, 08/15/05       1,500      1,567
   9.000%, 05/15/98       2,000      2,009
   9.250%, 08/15/98       2,000      2,027

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

22   MARCH 31, 1998
<PAGE>



BALANCED FUND
==========================================
DESCRIPTION          PAR (000) VALUE (000)
- ------------------------------------------
   6.375%, 01/15/99      $1,000   $  1,006
   7.000%, 04/15/99       3,000      3,043
   6.375%, 07/15/99       1,500      1,514
   8.000%, 08/15/99       2,000      2,062
   8.500%, 02/15/00         500        525
   6.250%, 10/31/01       2,000      2,036
   6.250%, 08/31/02       2,000      2,042
   6.250%, 02/15/03       4,000      4,095
   5.750%, 08/15/03       1,500      1,504
   5.875%, 11/15/05       5,000      5,038
   6.250%, 02/15/07       2,000      2,067
   6.125%, 08/15/07       3,000      3,083
                                  --------
TOTAL U.S. TREASURY OBLIGATIONS
   (Cost $37,272)                   37,733
                                  --------

CASH EQUIVALENTS -- 4.1%
  SEI Liquid Asset Trust
   Government Portfolio   3,047      3,047
  SEI Liquid Asset Trust
   Treasury Portfolio     3,104      3,104
                                  --------
TOTAL CASH EQUIVALENTS
   (Cost $6,151)                     6,151
                                  --------

REPURCHASE AGREEMENT -- 1.1%
  UBS SECURITIES
   5.920%, dated 03/31/98, matures
   04/01/98, repurchase price
   $1,681,676 (collateralized by
   U.S. Treasury Obligation,
   total market value:
   $1,712,129) (1)        1,681      1,681
                                  --------
TOTAL REPURCHASE AGREEMENT
   (Cost $1,681)                     1,681
                                  --------
TOTAL INVESTMENTS -- 100.6%
   (Cost $124,749)                 150,240
                                  --------
OTHER ASSETS AND LIABILITIES,
   NET -- (0.6%)                      (894)
                                  --------


DESCRIPTION                    VALUE (000)
- ------------------------------------------
NET ASSETS:
FUND SHARES OF CLASS A 
   (unlimited authorization -- 
   no par value) based on
   11,098,034 outstanding shares
   of beneficial interest         $114,807
FUND SHARES OF CLASS B 
   (unlimited authorization -- 
   no par value) based on
   366,493 outstanding shares
   of beneficial interest            4,197
Accumulated net realized gain
   on investments                    4,851
Net unrealized appreciation
   on investments                   25,491
                                  --------
TOTAL NET ASSETS -- 100.0%        $149,346
                                  ========
NET ASSET VALUE AND REDEMPTION
   PRICE PER SHARE -- CLASS A       $13.03
                                  ========
MAXIMUM OFFERING PRICE PER
   SHARE -- CLASS A
   ($13.03 / 96.50%)                $13.50
                                  ========
NET ASSET VALUE AND OFFERING
   PRICE PER SHARE -- CLASS B (2)   $13.09
                                  ========

- --------------------------------------------------------------------------------
* NON-INCOME PRODUCING SECURITY
ADR--AMERICAN DEPOSITORY RECEIPT 
AMBAC--AMERICAN MUNICIPAL BOND ASSURANCE COMPANY 
CMO--COLLATERALIZED MORTGAGE OBLIGATION 
FHLMC--FEDERAL HOME LOAN MORTGAGE CORPORATION 
FNMA--FEDERAL NATIONAL MORTGAGE ASSOCIATION
GNMA--GOVERNMENT NATIONAL MORTGAGE ASSOCIATION 
PLC--PUBLIC LIMITED COMPANY
REMIC--REAL ESTATE MORTGAGE INVESTMENT CONDUIT 
(1) TRI-PARTY REPURCHASE AGREEMENT
(2) CLASS B HAS A CONTINGENT DEFERRED SALES CHARGE. FOR A DESCRIPTION OF A
    POSSIBLE SALES CHARGE, SEE NOTES TO THE FINANCIAL STATEMENTS.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                               MARCH 31, 1998 23
<PAGE>



STATEMENT OF NET ASSETS
(UNAUDITED)


VALUE EQUITY FUND
==========================================
DESCRIPTION             SHARES VALUE (000)
- ------------------------------------------
COMMON STOCKS -- 97.3%
AEROSPACE & DEFENSE -- 2.7%
  Sci Systems*           61,600   $  2,195
  Thiokol                42,800      2,068
                                  --------
                                     4,263
                                  --------
AIR TRANSPORTATION -- 3.6%
  Airborne Freight       87,040      3,275
  Southwest Airlines     87,960      2,600
                                  --------
                                     5,875
                                  --------
APPAREL/TEXTILES -- 2.0%
  Russell                42,000      1,126
  VF                     40,000      2,103
                                  --------
                                     3,229
                                  --------
AUTOMOTIVE -- 3.9%
  Arvin Industries       49,130      2,011
  Chrysler               39,800      1,654
  Ford Motor             41,000      2,657
                                  --------
                                     6,322
                                  --------
BANKS -- 4.7%
  BankAmerica            28,600      2,363
  Chase Manhattan        15,830      2,135
  First Union            25,000      1,419
  J.P. Morgan            13,500      1,813
                                  --------
                                     7,730
                                  --------
BUILDING & CONSTRUCTION -- 3.0%
  Centex                 70,120      2,673
  Fluor                  43,870      2,183
                                  --------
                                     4,856
                                  --------
CHEMICALS -- 4.6%
  Dexter                 48,800      2,019
  Dow Chemical           17,300      1,682
  Lubrizol               41,850      1,611
  Vulcan Materials       21,760      2,383
                                  --------
                                     7,695
                                  --------


DESCRIPTION             SHARES VALUE (000)
- ------------------------------------------
COMPUTERS & SERVICES -- 3.7%
  Compaq Computer        92,000   $  2,381
  Computer Associates
   International         43,665      2,522
  Quantum*               49,720      1,060
                                  --------
                                     5,963
                                  --------
CONCRETE & MINERAL PRODUCTS -- 1.5%
  Lafarge                63,000      2,418
                                  --------
DRUGS -- 2.2%
  Eli Lilly              25,000      1,491
  Mylan Laboratories     84,960      1,954
                                  --------
                                     3,445
                                  --------
ELECTRICAL SERVICES -- 10.6%
  Baltimore Gas & 
   Electric              51,500      1,683
  Consolidated Edison    41,000      1,917
  Duke Power             24,598      1,465
  Enova                  70,100      1,958
  Florida Progress       44,810      1,868
  GPU                    40,000      1,770
  New England Electric
   System                24,300      1,110
  PP&L Resources         57,000      1,347
  Philips Electronics, 
   N.V.                  27,560      2,024
  Southern               74,500      2,063
                                  --------
                                    17,205
                                  --------
FINANCIAL SERVICES -- 5.2%
  AG Edwards             45,000      1,969
  Countrywide Credit
   Industries            37,990      2,021
  FNMA                   36,910      2,335
  Slm Holding            43,855      1,913
                                  --------
                                     8,238
                                  --------
FOOD, BEVERAGE & TOBACCO -- 2.6%
  Quaker Oats            37,700      2,158
  Universal              43,600      1,921
                                  --------
                                     4,079
                                  --------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

24   MARCH 31, 1998
<PAGE>




VALUE EQUITY FUND
==========================================
DESCRIPTION             SHARES VALUE (000)
- ------------------------------------------
GAS/NATURAL GAS -- 3.0%
  National Fuel & Gas    37,000   $  1,739
  Nicor                  49,090      2,074
  Peoples Energy         26,500        964
                                  --------
                                     4,777
                                  --------
INSURANCE -- 7.7%
  Allstate               21,650      1,990
  AMBAC                  41,000      2,396
  Conseco                36,300      2,055
  Equitable              49,800      2,811
  Travelers              49,500      2,970
                                  --------
                                    12,222
                                  --------
MACHINERY -- 7.4%
  Aerquip-Vickers        34,890      2,017
  Applied Materials*     53,800      1,900
  Caterpillar            38,200      2,103
  Deere                  31,000      1,920
  Ingersoll Rand         36,000      1,726
  Parker Hannifin        42,330      2,169
                                  --------
                                    11,835
                                  --------
MEDICAL PRODUCTS & SERVICES -- 1.3%
  Guidant                27,490      2,017
                                  --------
MISCELLANEOUS TRANSPORTATION -- 1.0%
  Fleetwood Enterprises  36,000      1,676
                                  --------
PETROLEUM & FUEL PRODUCTS -- 5.3%
  K N Energy             35,340      2,087
  Noble Drilling*        70,300      2,149
  Transocean Offshore    45,380      2,334
  USX-Marathon Group     50,000      1,881
                                  --------
                                     8,451
                                  --------
PETROLEUM REFINING -- 4.5%
  British Petroleum, ADR 21,740      1,871
  Chevron                22,000      1,767
  Mobil                  20,800      1,594
  Texaco                 32,620      1,965
                                  --------
                                     7,197
                                  --------
RETAIL -- 10.9%
  Brinker International* 96,880      2,119


DESCRIPTION   SHARES/PAR (000) VALUE (000)
- ------------------------------------------
  Cracker Barrel Old
   Country Stores        51,480   $  2,059
  Fingerhut              87,230      2,263
  Office Depot           89,600      2,789
  Premark International  59,660      1,976
  Ross Stores            72,000      3,177
  TJX                    66,040      2,988
                                  --------
                                    17,371
                                  --------
SEMI-CONDUCTORS/INSTRUMENTS -- 1.1%
  Novellus Systems       41,090      1,777
                                  --------
STEEL & STEEL WORKS -- 2.3%
  LTV                   154,380      2,026
  USX-U.S. Steel Group   45,700      1,725
                                  --------
                                     3,751
                                  --------
WHOLESALE -- 2.5%
  Super-Valu             44,400      2,070
  Tech Data*             49,680      1,913
                                  --------
                                     3,983
                                  --------
TOTAL COMMON STOCKS
   (Cost $116,535)                 156,375
                                  --------

CASH EQUIVALENTS -- 0.6%
  SEI Liquid Asset Trust
   Government Portfolio  $  507        507
  SEI Liquid Asset Trust
   Treasury Portfolio       497        497
                                  --------
TOTAL CASH EQUIVALENTS
   (Cost $1,004)                     1,004
                                  --------

REPURCHASE AGREEMENT -- 1.0%
  UBS SECURITIES
   5.920%, dated 03/31/98, 
   matures 04/01/98, repurchase
   price $1,604,012
   (collateralized by FNMA
   Obligation,
   total market value:
   $1,636,993) (1)        1,604      1,604
                                  --------
TOTAL REPURCHASE AGREEMENT
   (Cost $1,604)                     1,604
                                  --------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                             MARCH 31, 1998   25
<PAGE>

STATEMENT OF NET ASSETS
(UNAUDITED)



VALUE EQUITY FUND
==========================================
DESCRIPTION                    VALUE (000)
- ------------------------------------------
TOTAL INVESTMENTS -- 98.9%
   (Cost $119,143)                $158,983
                                  --------
OTHER ASSETS AND LIABILITIES,
   NET -- 1.1%                       1,692
                                  --------
NET ASSETS:
FUND SHARES OF CLASS A 
   (unlimited authorization -- 
   no par value) based on
   8,746,331 outstanding shares
   of beneficial interest          100,780
FUND SHARES OF CLASS B 
   (unlimited authorization -- 
   no par value) based on
   739,294 outstanding shares
   of beneficial interest           10,205
Accumulated net realized gain
   on investments                    9,854
Net unrealized appreciation
   on investments                   39,840
Distributions in excess of net
   investment income                    (4)
                                  --------
TOTAL NET ASSETS -- 100.0%        $160,675
                                  ========
NET ASSET VALUE AND REDEMPTION
   PRICE PER SHARE -- CLASS A       $16.93
                                  ========
MAXIMUM OFFERING PRICE PER
   SHARE -- CLASS A
   ($16.93 / 96.50%)                $17.54
                                  ========
NET ASSET VALUE AND OFFERING
   PRICE PER SHARE -- CLASS B (2)   $16.99
                                  ========

- --------------------------------------------------------------------------------
*NON INCOME PRODUCING SECURITY
ADR--AMERICAN DEPOSITORY RECEIPT
FNMA--FEDERAL NATIONAL MORTGAGE ASSOCIATION
(1) TRI-PARTY REPURCHASE AGREEMENT
(2) CLASS B HAS A CONTINGENT DEFERRED SALES CHARGE. FOR A DESCRIPTION OF A
    POSSIBLE SALES CHARGE, SEE NOTES TO THE FINANCIAL STATEMENTS.



GROWTH EQUITY FUND
==========================================
DESCRIPTION             SHARES  VALUE (000)
- ------------------------------------------
COMMON STOCKS -- 92.2%
AEROSPACE & DEFENSE -- 0.3%
  Sci Systems*            3,315   $    118
                                  --------
AIRCRAFT -- 1.5%
  Sundstrand              6,230        377
  United Technologies     3,035        280
                                  --------
                                       657
                                  --------
APPAREL/TEXTILES-- 2.1%
  Cintas                  7,340        380
  Jones Apparel Group*    9,450        520
                                  --------
                                       900
                                  --------
AUTOMOTIVE -- 1.3%
  Federal Mogul           8,060        429
  Harley-Davidson         3,480        115
                                  --------
                                       544
                                  --------
BANKS -- 2.3%
  Fifth Third Bancorp     1,265        108
  First Tennessee
   National               2,970         95
  Northern Trust          1,460        109
  Star Banc               4,360        258
  State Street            2,085        142
  Synovus Financial       7,905        293
                                  --------
                                     1,005
                                  --------
BEAUTY PRODUCTS -- 0.9%
  Colgate-Palmolive       4,580        397
                                  --------
BROADCASTING, NEWSPAPERS &
ADVERTISING -- 1.5%
  Clear Channel
   Communications*        1,355        133
  Interpublic Group       2,855        177
  Omnicom Group           7,400        348
                                  --------
                                       658
                                  --------
CHEMICALS -- 0.3%
  Praxair                 2,760        142
                                  --------
COMMUNICATIONS EQUIPMENT -- 2.6%
  ADC Telecommunications* 6,615        182
  Molex                   7,062        194
  Northern Telecom        4,680        302

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

26 MARCH 31, 1998
<PAGE>


GROWTH EQUITY FUND
==========================================
DESCRIPTION             SHARES VALUE (000)
- ------------------------------------------
  QUALCOMM                2,425   $    130
  Tellabs*                5,800        389
                                  --------
                                     1,197
                                  --------
COMPUTERS & SERVICES-- 3.1%
  Adobe Systems           5,065        229
  Bay Networks*           5,165        140
  Compaq Computer        17,585        455
  Creative Technology
   Limited*               5,730        129
  Diebold                 4,290        189
  Hewlett Packard         2,065        131
  Iomega*                 6,660         46
                                  --------
                                     1,319
                                  --------
CONTAINERS & PACKAGING -- 0.2%
  Newell                  1,990         96
                                  --------
DRUGS -- 6.4%
  Bristol-Myers Squibb    4,400        459
  Eli Lilly               7,500        447
  Merck                   4,340        557
  Pharmacia Upjohn ADR    3,800        166
  Schering Plough         8,200        670
  Warner Lambert          2,700        460
                                  --------
                                     2,759
                                  --------
ENTERTAINMENT -- 0.3%
  Walt Disney             1,435        153
                                  --------
FINANCIAL SERVICES -- 4.8%
  Alliance Capital
   Management             2,640        137
  American Express        2,545        234
  Charles Schwab          2,305         88
  FNMA 1,830                116
  Franklin Resources     13,500        716
  Price (T. Rowe) 
   Associates             5,585        393
  Slm Holding             8,960        391
                                  --------
                                     2,075
                                  --------
FOOD, BEVERAGE & TOBACCO -- 7.3%
  Brown-Forman, Cl B      1,895        104
  Campbell Soup           8,455        480
  Coca-Cola Enterprises   5,540        203
  Flowers Industries      7,980        187
  H.J. Heinz              7,050        412


DESCRIPTION             SHARES VALUE (000)
- ------------------------------------------
  Hershey Foods           4,690   $    336
  Interstate Bakeries     8,795        284
  Kellogg                 4,885        211
  Panamerican
   Beverage, Cl A         3,430        138
  PepsiCo                 4,140        177
  Quaker Oats             6,400        366
  William Wrigley Jr.     3,335        273
                                  --------
                                     3,171
                                  --------
HOTELS & LODGING-- 0.8%
  Promus Hotel*           7,088        338
                                  --------
HOUSEHOLD PRODUCTS-- 3.4%
  Clorox                  2,845        244
  General Electric        6,200        534
  Hubbell, Cl B           4,520        228
  Illinois Tool Works     4,200        272
  The Stanley Works       3,475        194
                                  --------
                                     1,472
                                  --------
INDUSTRIAL -- 1.0%
  Marriott International* 5,000        186
  Marriott International,
   Cl A*                  5,000        179
  Sodexho Marriott
   Services*              1,250         33
  Vlasic Foods
   International*           845         22
                                  --------
                                       420
                                  --------
INSURANCE -- 1.8%
  American International
   Group                  2,257        284
  MGIC Investment         4,600        302
  SunAmerica              3,810        182
                                  --------
                                       768
                                  --------
LEASING & RENTING-- 0.9%
  Pitney Bowes            7,400        371
                                  --------
LEISURE -- 0.5%
  Callaway Golf           7,500        218
                                  --------
MACHINERY -- 3.6%
  Aeroquip-Vickers        4,415        255
  Applied Materials*      5,290        187

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                               MARCH 31, 1998 27
<PAGE>

STATEMENT OF NET ASSETS
(UNAUDITED)


GROWTH EQUITY FUND
==========================================
DESCRIPTION             SHARES VALUE (000)
- ------------------------------------------
  Dover                   4,250   $    162
  Dresser Industries      7,275        350
  Flowserve               7,800        254
  SPX                     1,560        119
  Tyco International
   Limited                4,300        235
                                  --------
                                     1,562
                                  --------
MARINE TRANSPORTATION -- 1.0%
  Carnival, Cl A          6,170        430
                                  --------
MEASURING DEVICES -- 0.8%
  Perkin Elmer            3,090        223
  Thermo Instrument
   Systems*               4,100        136
                                  --------
                                       359
                                  --------
MEDICAL PRODUCTS & SERVICES -- 4.3%
  Biomet                  4,000        120
  Dentsply International  8,400        262
  Guidant                 4,325        317
  HBO                     6,000        362
  Health Management
   Associates, Cl A*      4,545        130
  Healthsouth
   Rehabilitation*        3,490         98
  Johnson & Johnson       5,000        367
  Sybron International*   7,260        190
                                  --------
                                     1,846
                                  --------
MISCELLANEOUS BUSINESS SERVICES -- 6.0%
  Adaptec*                5,305        104
  Autodesk                5,400        233
  BMC Software*           7,180        602
  Cisco Systems*          1,672        114
  Computer Associates
   International          5,070        293
  Microsoft*              5,840        523
  Peoplesoft*            10,550        556
  Shared Medical Systems  1,960        154
                                  --------
                                     2,579
                                  --------
MISCELLANEOUS CONSUMER SERVICES -- 1.0%
  Robert Half International* 8,960     430
                                  --------

DESCRIPTION             SHARES VALUE (000)
- ------------------------------------------
MISCELLANEOUS MANUFACTURING -- 0.7%
  Cognex*                 6,545   $    140
  International Game
   Technology             4,170        104
  Kemet*                  4,350         81
                                  --------
                                       325
                                  --------
OFFICE FURNITURE & FIXTURES -- 0.5%
  Hon Industries          5,630        207
                                  --------
PETROLEUM & FUEL PRODUCTS -- 7.0%
  BJ Services*            4,540        165
  Cooper Cameron*         5,855        354
  Ensco International     8,750        243
  Halliburton             8,505        427
  Marine Drilling*       12,160        263
  Nabors Industries*     12,320        292
  Newfield Exploration*  11,175        291
  R & B Falcon*           5,330        158
  Schlumberger            5,210        395
  Smith International*    2,040        112
  Transocean Offshore     6,040        311
                                  --------
                                     3,011
                                  --------
PHOTOGRAPHIC EQUIPMENT & SUPPLIES -- 0.5%
  Xerox                   2,015        214
                                  --------
PRINTING & PUBLISHING -- 3.8%
  Gannett                 4,720        339
  McGraw Hill             3,420        260
  Meredith               13,185        555
  Time Warner             3,560        256
  Tribune                 3,565        251
                                  --------
                                     1,661
                                  --------
PROFESSIONAL SERVICES -- 1.5%
  Paychex                 6,220        359
  ServiceMaster          10,125        289
                                  --------
                                       648
                                  --------
RETAIL -- 10.5%
  Barnes & Noble*         3,040        119
  Bed Bath and Beyond*    4,440        205
  CompUSA*                7,400        192
  Dayton Hudson           2,460        216


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

28 MARCH 31, 1998
<PAGE>


GROWTH EQUITY FUND
==========================================
DESCRIPTION             SHARES VALUE (000)
- ------------------------------------------
  Dollar General          5,428   $    210
  Dollar Tree Stores*     3,715        197
  Family Dollar Stores    3,380        128
  Fred Meyer*             6,935        320
  Gap                     7,462        336
  General Nutrition*     10,485        417
  Home Depot              2,997        202
  Kohls*                  4,035        330
  Kroger*                 7,200        333
  Ross Stores             4,710        208
  Staples*                5,490        127
  Tandy                   2,255        106
  TJX                    10,000        453
  Wal-Mart                2,480        126
  Walgreen                8,260        291
                                  --------
                                     4,516
                                  --------
RUBBER & PLASTIC-- 0.5%
  Sealed Air*             3,100        203
                                  --------
SEMI-CONDUCTORS/INSTRUMENTS -- 1.7%
  American Power
   Conversion*            3,075         88
  Amphenol*               4,013        232
  Linear Technology       3,025        209
  Vitesse Semiconductor*  4,162        196
                                  --------
                                       725
                                  --------
TELEPHONES & TELECOMMUNICATION -- 5.0%
  Airtouch
   Communications*        2,480        121
  Ameritech               2,930        145
  AT&T                    1,730        114
  Bell Atlantic           3,000        308
  BellSouth               5,300        358
  Cincinnati Bell         6,200        221
  Ericsson Telephone, ADR 4,355        207
  Lucent Technologies     3,786        484
  Southern New England
   Telecom                  985         71
  U.S. West               2,625        144
                                  --------
                                     2,173
                                  --------

DESCRIPTION   SHARES/PAR (000) VALUE (000)
- ------------------------------------------
WHOLESALE -- 0.5%
  Cardinal Health         1,205   $    106
  SYSCO                   4,600        118
                                  --------
                                       224
                                  --------
TOTAL COMMON STOCKS
   (Cost $28,492)                   39,891
                                  --------

CASH EQUIVALENTS -- 4.5%
  SEI Liquid Asset Trust
   Government Portfolio  $  841        841
  SEI Liquid Asset Trust
   Treasury Portfolio     1,089      1,089
                                  --------
TOTAL CASH EQUIVALENTS
   (Cost $1,930)                     1,930
                                  --------

REPURCHASE AGREEMENT -- 2.5%
  UBS SECURITIES
   5.920%, dated 3/31/98,
   matures 04/01/98, repurchase 
   price $1,083,220
   (collateralized by
   Resolution Funding 
   Corporation Obligation:
   total market value:
   $1,106,304) (1)        1,083      1,083
                                  --------
TOTAL REPURCHASE AGREEMENT
   (Cost $1,083)                     1,083
                                  --------
TOTAL INVESTMENTS -- 99.2%
   (Cost $31,505)                   42,904
                                  --------
OTHER ASSETS AND LIABILITIES,
   NET -- 0.8%                         365
                                  --------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                               MARCH 31, 1998 29
<PAGE>

STATEMENT OF NET ASSETS
(UNAUDITED)


GROWTH EQUITY FUND
==========================================
DESCRIPTION                    VALUE (000)
- ------------------------------------------
NET ASSETS:
FUND SHARES OF CLASS A 
   (unlimited authorization --
   no par value) based on
   2,387,522 outstanding shares
   of beneficial interest          $29,272
FUND SHARES OF CLASS B 
   (unlimited authorization --
   no par value) based on
   134,812 outstanding shares
   of beneficial interest            1,880
Accumulated net realized gain
   on investments                      721
Net unrealized appreciation
   on investments                   11,399
Distributions in excess of net
   investment income                    (3)
                                   -------
TOTAL NET ASSETS -- 100.0%         $43,269
                                   =======
NET ASSET VALUE AND REDEMPTION
   PRICE PER SHARE -- CLASS A       $17.16
                                   =======
MAXIMUM OFFERING PRICE PER
   SHARE -- CLASS A
   ($17.16 / 96.50%)                $17.78
                                   =======
NET ASSET VALUE AND OFFERING
   PRICE PER SHARE -- CLASS B (2)   $17.04
                                   =======

- --------------------------------------------------------------------------------
*NON-INCOME PRODUCING SECURITY
ADR--AMERICAN DEPOSITORY RECEIPT
CL--CLASS
FNMA--FEDERAL NATIONAL MORTGAGE ASSOCIATION
(1) TRI-PARTY REPURCHASE AGREEMENT
(2) CLASS B HAS A CONTINGENT DEFERRED SALES CHARGE. FOR A DESCRIPTION OF A
    POSSIBLE SALES CHARGE, SEE NOTES TO THE FINANCIAL STATEMENTS.


SMALL CAP EQUITY FUND
==========================================
DESCRIPTION             SHARES VALUE (000)
- ------------------------------------------
INVESTMENT COMPANY -- 105.4%
  SEI Institutional Managed
   Trust Small Cap
   Growth Portfolio     294,379     $5,464
                                    ------
TOTAL INVESTMENT COMPANY
   (Cost $4,953)                     5,464
                                    ------
TOTAL INVESTMENTS-- 105.4%
   (Cost $4,953)                     5,464
                                    ------
OTHER ASSETS AND LIABILITIES,
   NET -- (5.4%)                      (278)
                                    ------

NET ASSETS:
FUND SHARES OF CLASS A
   (unlimited authorization -- 
   no par value) based on
   383,557 outstanding shares
   of beneficial interest            3,914
FUND SHARES OF CLASS B 
   (unlimited authorization -- 
   no par value) based on 50,507
   outstanding shares
   of beneficial interest              510
Accumulated net realized gain
   on investments                      262
Net unrealized appreciation
   on investments                      511
Distributions in excess of net
   investment income                   (11)
                                    ------
TOTAL NET ASSETS -- 100.0%          $5,186
                                    ======
NET ASSET VALUE AND REDEMPTION
   PRICE PER SHARE -- CLASS A       $11.96
                                    ======
MAXIMUM OFFERING PRICE PER
   SHARE -- CLASS A
   ($11.96 / 96.50%)                $12.39
                                    ======
NET ASSET VALUE AND OFFERING
   PRICE PER SHARE -- CLASS B (1)   $11.87
                                    ======

- --------------------------------------------------------------------------------
(1) CLASS B HAS A CONTINGENT DEFERRED SALES CHARGE. FOR A DESCRIPTION OF A
    POSSIBLE SALES CHARGE, SEE NOTES TO THE FINANCIAL STATEMENTS.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

30   MARCH 31, 1998
<PAGE>


INTERNATIONAL EQUITY FUND
==========================================
DESCRIPTION             SHARES VALUE (000)
- ------------------------------------------
INVESTMENT COMPANY -- 100.1%
  SEI International Trust
   International Equity
   Portfolio            238,049     $2,521
                                    ------
TOTAL INVESTMENT COMPANY
   (Cost $2,497)                     2,521
                                    ------
TOTAL INVESTMENTS -- 100.1%
   (Cost $2,497)                     2,521
                                    ------
OTHER ASSETS AND LIABILITIES,
   NET -- (0.1%)                        (3)
                                    ------

NET ASSETS
Fund Shares of Class A
   (unlimited authorization -- 
   no par value) based on
   201,138 outstanding shares
   of beneficial interest            2,218
Fund Shares of Class B 
   (unlimited authorization -- 
   no par value) based on 29,738
   outstanding shares
   of beneficial interest              319
Accumulated net realized loss
   on investments                      (41)
Net unrealized appreciation
   on investments                       24
Distributions in excess of net
   investment income                    (2)
                                    ------
TOTAL NET ASSETS -- 100.0%          $2,518
                                    ======
NET ASSET VALUE AND REDEMPTION
   PRICE PER SHARE -- CLASS A       $10.91
                                    ======
MAXIMUM OFFERING PRICE PER
   SHARE -- CLASS A
   ($10.91 / 96.50%)                $11.31
                                    ======
NET ASSET VALUE AND OFFERING
   PRICE PER SHARE -- CLASS B (1)   $10.85
                                    ======

- --------------------------------------------------------------------------------
(1) CLASS B HAS A CONTINGENT DEFERRED SALES CHARGE. FOR A DESCRIPTION OF A
    POSSIBLE SALES CHARGE, SEE NOTES TO THE FINANCIAL STATEMENTS.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                             MARCH 31, 1998   31
<PAGE>


                       This Page Left Intentionally Blank



32   MARCH 31, 1998
<PAGE>

<TABLE>
<CAPTION>

STATEMENT OF ASSETS AND LIABILITIES (000)
MARCH 31, 1998 (UNAUDITED)

                                                                                       --------------
                                                                                          STRATEGIC
                                                                                         INCOME BOND
                                                                                            FUND
                                                                                       --------------
<S>                                                                                        <C>    
ASSETS:
   Investments at Market Value
     (Cost $15,376)                                                                        $15,862
   Accrued Income                                                                              199
   Receivables for Capital Shares Sold                                                         918
                                                                                           -------
   Total Assets                                                                             16,979
                                                                                           -------
LIABILITIES:
   Payables for Capital Shares Repurchased                                                       2
   Accrued Expenses                                                                             45
   Distribution Payable                                                                         84
   Other Liabilities                                                                             3
                                                                                           -------
   Total Liabilities                                                                           134
                                                                                           -------
NET ASSETS:
   Fund shares of Class A (unlimited authorization -- no par value)
     based on 1,578,030 outstanding shares of beneficial interest                           15,780
   Fund shares of Class B (unlimited authorization -- no par value)
     based on 58,864 outstanding shares of beneficial interest                                 589
   Accumulated net realized loss on investments                                                (10)
   Net unrealized appreciation on investments                                                  486
                                                                                           -------
   TOTAL NET ASSETS                                                                        $16,845
                                                                                           =======
NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE -- CLASS A                        $ 10.29
                                                                                           =======
MAXIMUM PUBLIC OFFERING PER SHARE -- CLASS A ($10.29 / 96.50%)                             $ 10.66
                                                                                           =======
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE -- CLASS B (1)                              $ 10.29
                                                                                           =======

<FN>
(1) CLASS B HAS A CONTINGENT DEFERRED SALES CHARGE. FOR A DESCRIPTION OF A
    POSSIBLE SALES CHARGE, SEE NOTES TO THE FINANCIAL STATEMENTS.
</FN>
</TABLE>

    THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                             MARCH 31, 1998   33
<PAGE>

<TABLE>
<CAPTION>

STATEMENT OF OPERATIONS (000)                                                                                              
(UNAUDITED)



                                                          TREASURY                                 STRATEGIC     LOUISIANA
                                          INSTITUTIONAL  SECURITIES    TAX EXEMPT   GOVERNMENT      INCOME       TAX-FREE  
                                          MONEY MARKET  MONEY MARKET  MONEY MARKET  SECURITIES       BOND         INCOME   
                                              FUND          FUND          FUND         FUND          FUND          FUND    
                                          ------------- ------------  ------------  ----------    ----------    ---------- 
                                             10/1/97       10/1/97       10/1/97      10/1/97       10/1/97       10/1/97  
                                           TO 3/31/98    TO 3/31/98    TO 3/31/98   TO 3/31/98    TO 3/31/98    TO 3/31/98 
                                          ------------- ------------  ------------  ----------    ----------    ---------- 
<S>                                          <C>           <C>            <C>          <C>           <C>         <C>       
INVESTMENT INCOME:
   Interest income                           $1,822        $36,394        $2,481       $4,631        $561        $  996    
   Dividend income                               --             --            --           --          --            --    
                                             ------        -------        ------       ------        ----        ------       
     TOTAL INVESTMENT INCOME                  1,822         36,394         2,481        4,631         561           996    
                                             ------        -------        ------       ------        ----        ------    
EXPENSES:
   Administration fees                           32            980           102          113          12            31    
   Less: waiver of administration fees           --            (78)          (24)         (27)         (3)           (8)   
   Investment advisory fees                      49          1,959           304          414          60            73    
   Less: waiver of investment
     advisory fees                              (49)            --            (3)         (33)        (23)           (1)   
   Custodian fees                                10            180            19           21           2             6    
   Transfer agent fees                           17             34            12           18          13            21    
   Distribution fees (1)                         --          1,430           169            4           2             7    
   Less: waiver of distribution fees (1)         --           (378)         (169)          --          --            --    
   Professional fees                             12             52            14            8           7             7    
   Registration fees                              9             74             7            2           1             5    
   Trustee fees                                  --              9             1            1          --            --    
   Printing expense                               1             26             2            4           1            --    
   Amortization of deferred
     organization costs                          --             14             1            3          --            --    
   Insurance and other fees                       1             16             5            3           4             1    
                                             ------        -------        ------       ------        ----        ------    
     TOTAL EXPENSES                              82          4,318           440          531          76           142    
                                             ------        -------        ------       ------        ----        ------    
LESS:
   Reimbursement by Administrator                --             --            --           --          --            --    
                                             ------        -------        ------       ------        ----        ------    
NET INVESTMENT INCOME                         1,740         32,076         2,041        4,100         485           854    
                                             ------        -------        ------       ------        ----        ------    
NET REALIZED GAIN (LOSS) ON SECURITIES SOLD      --             --            --           56         (10)           --    
CHANGE IN UNREALIZED APPRECIATION
   (DEPRECIATION) ON INVESTMENT SECURITIES       --             --            --        1,577         247           327    
                                             ------        -------        ------       ------        ----        ------    
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                --             --            --        1,633         237           327    
                                             ------        -------        ------       ------        ----        ------    
INCREASE IN NET ASSETS
   RESULTING FROM OPERATIONS                 $1,740        $32,076        $2,041       $5,733        $722        $1,181    
                                             ======        =======        ======       ======        ====        ======    


                                          
                                                            VALUE       GROWTH     SMALL CAP  INTERNATIONAL
                                             BALANCED      EQUITY       EQUITY      EQUITY       EQUITY
                                               FUND         FUND         FUND        FUND         FUND
                                            ----------   ----------   ----------  ----------   ----------    
                                              10/1/97      10/1/97      10/1/97     10/1/97      10/1/97
                                            TO 3/31/98   TO 3/31/98   TO 3/31/98  TO 3/31/98   TO 3/31/98
                                            ----------   ----------   ----------  ----------   ----------
<S>                                          <C>          <C>          <C>            <C>         <C> 
INVESTMENT INCOME:
   Interest income                           $ 1,915      $ 1,330      $   89         $ --        $123
   Dividend income                               717          119         157           --          --
                                             -------      -------      ------         ----        ----                 
     TOTAL INVESTMENT INCOME                   2,632        1,449         246           --         123
                                             -------      -------      ------         ----        ----
EXPENSES:
   Administration fees                           104          110          29            3           2
   Less: waiver of administration fees           (25)          (9)         (6)          (3)         (2)
   Investment advisory fees                      515          544         144            9           6
   Less: waiver of investment
     advisory fees                               (24)          --          (1)          (5)         (3)
   Custodian fees                                 18           21           6            1          --
   Transfer agent fees                            20           32          15           12          12
   Distribution fees (1)                          16           41           7            2           2
   Less: waiver of distribution fees (1)          --           --          --           --          --
   Professional fees                               6           16           3           --          --
   Registration fees                               1           15           3            1          --
   Trustee fees                                    1            1          --           --          --
   Printing expense                                3            2           1            5           6
   Amortization of deferred
     organization costs                            2            1           1            1          --
   Insurance and other fees                        2            1          --           --          --
                                             -------      -------      ------         ----        ----
     TOTAL EXPENSES                              639          775         202          (26)         23
                                             -------      -------      ------         ----        ----
LESS:
   Reimbursement by Administrator                 --           --          --          (19)        (18)
                                             -------      -------      ------         ----        ----
NET INVESTMENT INCOME                          1,993          674          44           (7)        118
                                             -------      -------      ------         ----        ----
NET REALIZED GAIN (LOSS) ON SECURITIES SOLD    4,852        9,725       1,098          335          (3)
CHANGE IN UNREALIZED APPRECIATION
   (DEPRECIATION) ON INVESTMENT SECURITIES     4,382        6,202       3,319         (318)        (69)
                                             -------      -------      ------         ----        ----
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                              9,234       15,927       4,417           17         (72)
                                             -------      -------      ------         ----        ----
INCREASE IN NET ASSETS
   RESULTING FROM OPERATIONS                 $11,227      $16,601      $4,461         $ 10        $ 46
                                             =======      =======      ======         ====        ====


<FN>
AMOUNTS DESIGNATED AS "--" ARE EITHER $0 OR HAVE BEEN ROUNDED TO $0.
(1) ALL DISTRIBUTION FEES AND WAIVERS ARE INCURRED AT THE RETAIL CLASS LEVEL FOR REASURY SECURITIES MONEY MARKET 
    FUND AND THE CLASS B LEVEL FOR NON-DOLLAR FUNDS.
</FN>
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

34 & 35  MARCH 31, 1998
<PAGE>

<TABLE>
<CAPTION>

STATEMENT OF CHANGES IN NET ASSETS (000)
(UNAUDITED)

                                        INSTITUTIONAL       TREASURY SECURITIES           TAX EXEMPT             GOVERNMENT
                                      MONEY MARKET FUND      MONEY MARKET FUND         MONEY MARKET FUND       SECURITIES FUND
                                   ---------------------- ------------------------ ------------------------ ----------------------
                                     10/1/97    10/1/96     10/1/97      10/1/96    10/1/97       10/1/96    10/1/97    10/1/96    
                                   TO 3/31/98  TO 9/30/97 TO 3/31/98    TO 9/30/97 TO 3/31/98    TO 9/30/97 TO 3/31/98  TO 9/30/97
                                   ----------  ---------- ----------    ---------- ----------    ---------- ----------  ----------
<S>                                 <C>          <C>       <C>         <C>            <C>         <C>         <C>         <C>     
   INVESTMENT ACTIVITIES:                                              
   Net investment income (loss)     $   1,740    $  2,995  $  32,076   $    56,781    $ 2,041     $   2,368   $  4,100    $  8,587
   Net realized gain (loss) on                                                                  
     securities sold                       --          --         --             3         --            --         56         (19)
   Net unrealized appreciation                                                                  
     (depreciation) of investment                                                               
     securities                            --          --         --            --         --            --      1,577       3,734
                                    ---------   ---------  ---------   -----------    -------     ---------   --------    --------
     NET INCREASE IN NET ASSETS                                                                 
       RESULTING FROM OPERATIONS        1,740       2,995     32,076        56,784      2,041         2,368      5,733      12,302
                                    ---------   ---------  ---------   -----------    -------     ---------   --------    --------
   DISTRIBUTIONS TO SHAREHOLDERS:                                                               
   Income distribution Class A (1)     (1,740)     (2,995)   (13,441)      (30,423)    (2,041)       (2,368)    (4,074)     (8,550)
   Income distribution Class B (2)         --          --    (14,441)      (24,421)        --            --        (27)        (37)
   Income distribution Class C (3)         --          --     (4,194)       (1,937)        --            --         --          --
   Capital gain distribution                                                                    
     Class A (1)                           --          --         --            --         --            --         --          --
   Capital gain distribution                                                                    
     Class B (2)                           --          --         --            --         --            --         --          --
                                    ---------   ---------  ---------   -----------    -------     ---------   --------    --------
     TOTAL DISTRIBUTIONS               (1,740)     (2,995)   (32,076)      (56,781)    (2,041)       (2,368)    (4,101)     (8,587)
                                    ---------   ---------  ---------   -----------    -------     ---------   --------    --------
   SHARE TRANSACTIONS:                                                                          
   Class A (1):                                                                                 
     Shares issued                    165,279     340,575    799,668     1,432,933         --            --     18,519      38,560
     Shares issued in lieu of                                                                   
       cash distribution                   --          --          3           334         --            --      1,830       4,088
     Shares redeemed                 (108,445)   (310,063)  (947,230)   (1,514,130)        --            --    (22,343)    (57,641)
                                    ---------   ---------  ---------   -----------    -------     ---------   --------    --------
     TOTAL CLASS A SHARE                                                                        
       TRANSACTIONS                    56,834      30,512   (147,559)      (80,863)        --            --     (1,994)    (14,993)
                                    ---------   ---------  ---------   -----------    -------     ---------   --------    --------
   Class B (2):                                                                                 
     Shares issued                         --          --    589,087     1,126,969    260,954       154,486        154         595
     Shares issued in lieu of                                                                   
        cash distribution                  --          --      8,255        12,486        841         1,280         23          34
     Shares redeemed                       --          --   (591,777)     (945,606)  (202,733)     (145,236)      (106)       (107)
                                    ---------   ---------  ---------   -----------    -------     ---------   --------    --------
     TOTAL CLASS B SHARE                                                                        
       TRANSACTIONS                        --          --      5,565       193,849     59,062        10,530         71         522
                                    ---------   ---------  ---------   -----------    -------     ---------   --------    --------
   Class C (3):                                                                                 
     Shares issued                         --          --    249,386       312,106         --            --         --          --
     Shares issued in lieu of                                                                   
       cash distribution                   --          --         --            --         --            --         --          --
     Shares redeemed                       --          --   (248,548)     (109,894)        --            --         --          --
                                    ---------   ---------  ---------   -----------    -------     ---------   --------    --------
     TOTAL CLASS C SHARE                                                                        
       TRANSACTIONS                        --          --        838       202,212         --            --         --          --
                                    ---------   ---------  ---------   -----------    -------     ---------   --------    --------
INCREASE (DECREASE) IN NET ASSETS                                                               
   FROM SHAREHOLDER TRANSACTIONS       56,834      30,512   (141,156)      315,198     59,062        10,530     (1,923)    (14,471)
                                    ---------   ---------  ---------   -----------    -------     ---------   --------    --------
     TOTAL INCREASE (DECREASE) IN                                                               
       NET ASSETS                      56,834      30,512   (141,156)      315,201     59,062        10,530       (291)    (10,756)
                                    ---------   ---------  ---------   -----------    -------     ---------   --------    --------
                                                                                              


     STRATEGIC INCOME          LOUISIANA TAX-FREE                                             VALUE             
      BOND FUND (4)                INCOME FUND                BALANCED FUND                EQUITY FUND          
- ------------------------    ------------------------    -------------------------   -------------------------   
  10/1/97       1/31/97       10/1/97       10/1/96       10/1/97       10/1/96       10/1/97       10/1/96     
TO 3/31/98    TO 9/30/97    TO 3/31/98    TO 9/30/97    TO 3/31/98     TO 9/30/97   TO 3/31/98     TO 9/30/97   
- ----------    ----------    ----------    ----------    ----------     ----------   ----------     ----------   
<S>              <C>            <C>       <C>              <C>           <C>          <C>             <C>       
   $   485       $   562        $  854    $    1,236       $ 1,993       $  3,757     $    674        $ 1,498   

       (10)           --            --            --         4,852         12,142        9,725         18,764   
                                                                                                                
                                                                                                                
       247           239           327         1,038         4,382         13,260        6,202         23,918   
   -------       -------        ------       -------      --------       --------     --------        -------   
                                                                                                                
       722           801         1,181         2,274        11,227         29,159       16,601         44,180   
   -------       -------        ------       -------      --------       --------     --------        -------   
                                                                                                                
      (470)         (554)         (823)       (1,206)       (1,946)        (3,676)        (664)        (1,459)  
       (15)           (8)          (31)          (30)          (47)           (68)         (14)           (39)  
        --            --            --            --            --             --           --             --   
                                                                                                                
        --            --            --            --       (10,469)        (4,877)     (17,387)        (5,916)  
                                                                                                                
        --            --            --            --          (332)           (98)      (1,312)          (269)  
   -------       -------        ------       -------      --------       --------     --------        -------   
      (485)         (562)         (854)       (1,236)      (12,794)        (8,719)     (19,377)        (7,683)  
   -------       -------        ------       -------      --------       --------     --------        -------   
                                                                                                                
                                                                                                                
     2,460        17,068         7,260        21,750         9,690         15,119       23,502         32,366   
                                                                                                                
       217           261           406           546        11,495          7,838        9,577          3,882   
    (2,230)       (1,996)       (2,397)       (5,774)      (10,050)       (22,355)     (16,390)       (30,068)  
   -------       -------        ------       -------      --------       --------     --------        -------   
                                                                                                                
       447        15,333         5,269        16,522        11,135            602       16,689          6,180   
   -------       -------        ------       -------      --------       --------     --------        -------   
                                                                                                                
       130           454           979           429           665          1,543        1,869          4,063   
                                                                                                                
         9             6            23            22           336            146        1,189            280   
       (10)           --           (69)          (67)         (103)          (231)        (358)          (456)  
   -------       -------        ------       -------      --------       --------     --------        -------   
                                                                                                                
       129           460           933           384           898          1,458        2,700          3,887   
   -------       -------        ------       -------      --------       --------     --------        -------   
                                                                                                                
        --            --            --            --            --             --           --             --   
                                                                                                                
        --            --            --            --            --             --           --             --   
        --            --            --            --            --             --           --             --   
   -------       -------        ------       -------      --------       --------     --------        -------   
                                                                                                                
        --            --            --            --            --             --           --             --   
   -------       -------        ------       -------      --------       --------     --------        -------   
                
       576        15,793         6,202        16,906        12,033          2,060       19,389         10,067   
   -------       -------        ------       -------      --------       --------     --------        -------   
                
       813        16,032         6,529        17,944        10,466         22,500       16,613         46,564   
   -------       -------        ------       -------      --------       --------     --------        -------   
            


      GROWTH EQUITY                SMALL CAP                INTERNATIONAL
          FUND                  EQUITY FUND (4)            EQUITY FUND (4)
- ------------------------    -----------------------    ------------------------
 10/1/97       10/1/96       10/1/97      1/31/97       10/1/97        1/31/97
TO 3/31/98    TO 9/30/97    TO 3/31/98   TO 9/30/97    TO 3/31/98    TO 9/30/97
- ----------    ----------    ----------   ----------    ----------    ----------

   $    44       $   113        $   (7)     $   (4)       $   118        $   (4)

     1,098           818           335          (9)            (3)            6
                                                                         
                                                                         
     3,319         6,453          (318)        829            (69)           93
   -------       -------        ------      ------        -------        ------ 
                                                                         
     4,461         7,384            10         816             46            95
   -------       -------        ------      ------        -------        ------ 
                                                                         
       (46)         (114)           --          --           (104)           --
        --            --            --          --            (13)           --
        --            --            --          --             --            --
                                                                         
    (1,066)           --           (56)         --            (38)           --
                                                                         
       (56)           --            (8)         --             (5)           --
   -------       -------        ------      ------        -------        ------
    (1,168)         (114)          (64)         --           (160)           --
   -------       -------        ------      ------        -------        ------ 
                                                                         
                                                                         
    10,724        15,927         1,934       3,707            500         3,447
                                                                         
       770            79            27          --             24            --
    (5,245)       (9,836)         (951)       (803)        (1,655)          (96)
   -------       -------        ------      ------        -------        ------ 
                                                                         
     6,249         6,170         1,010       2,904         (1,131)        3,349
   -------       -------        ------      ------        -------        ------ 
                                                                         
       342         1,472            71         565             30           356
                                                                         
        51            --             7          --             15            --
       (74)          (56)         (118)        (15)           (75)           (7)
   -------       -------        ------      ------        -------        ------ 
                                                                         
       319         1,416           (40)        550            (30)          349
   -------       -------        ------      ------        -------        ------ 
                                                                   
        --            --            --          --             --            --
                                                                           
        --            --            --          --             --            --
        --            --            --          --             --            --
   -------       -------        ------      ------        -------        ------ 
                                                                           
        --            --            --          --             --            --
   -------       -------        ------      ------        -------        ------ 

     6,568         7,586           969       3,454         (1,161)        3,698
   -------       -------        ------      ------        -------        ------ 

     9,861        14,856           916       4,270         (1,275)        3,793
   -------       -------        ------      ------        -------        ------ 

<FN>
AMOUNTS DESIGNATED AS "--" ARE EITHER $0 OR HAVE BEEN ROUNDED TO $0.
(1) TRUST CLASS FOR TREASURY SECURITIES MONEY MARKET FUND.
(2) RETAIL CLASS FOR TREASURY SECURITIES MONEY MARKET FUND AND TAX EXEMPT MONEY MARKET FUND.
(3) CASH SWEEP CLASS FOR TREASURY SECURITIES MONEY MARKET FUND.
(4) THE STRATEGIC INCOME BOND FUND, SMALL CAP EQUITY FUND AND INTERNATIONAL
    EQUITY FUND COMMENCED OPERATIONS ON JANUARY 31, 1997.
</FN>
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

MARCH 31, 1998   36 & 37
<PAGE>

<TABLE>
<CAPTION>

STATEMENT OF CHANGES IN NET ASSETS (000)
(UNAUDITED)


                                        INSTITUTIONAL       TREASURY SECURITIES           TAX EXEMPT             GOVERNMENT        
                                      MONEY MARKET FUND      MONEY MARKET FUND         MONEY MARKET FUND       SECURITIES FUND    
                                   ---------------------- ------------------------ ------------------------ ---------------------- 
                                     10/1/97    10/1/96     10/1/97      10/1/96    10/1/97       10/1/96    10/1/97    10/1/96    
                                   TO 3/31/98  TO 9/30/97 TO 3/31/98    TO 9/30/97 TO 3/31/98    TO 9/30/97 TO 3/31/98  TO 9/30/97 
                                   ----------  ---------- ----------    ---------- ----------    ---------- ----------  ---------- 
<S>                                 <C>         <C>       <C>          <C>          <C>           <C>         <C>         <C>     
   NET ASSETS:                                                                                                                    
   Beginning of period              $  58,516   $  28,004 $1,364,088   $ 1,048,887  $  76,744     $  66,214   $150,084    $160,840
                                    ---------   --------- ----------   -----------  ---------     ---------   --------    -------- 
   End of period                    $ 115,350   $  58,516 $1,222,932   $ 1,364,088  $ 135,806     $  76,744   $149,793    $150,084
                                    =========   ========= ==========   ===========  =========     =========   ========    ========
   SHARES ISSUED AND
   REDEEMED:
   Class A (1):
     Issued                           165,279     340,575    799,668     1,432,933         --            --      1,842       3,925
     Issued in lieu of cash
       distribution                        --          --          3           334         --            --        182         416
     Redeemed                        (108,445)   (310,063)  (947,230)   (1,514,130)        --            --     (2,220)     (5,864)
                                    ---------   --------- ----------   -----------  ---------     ---------   --------    --------
     TOTAL CLASS A SHARE
       TRANSACTIONS                    56,834      30,512   (147,559)      (80,863)        --            --       (196)     (1,523)
                                    ---------   --------- ----------   -----------  ---------     ---------   --------    --------
   Class B (2):
     Issued                                --          --    589,087     1,126,969    260,954       154,486         15          61
     Issued in lieu of cash
       distribution                        --          --      8,255        12,486        841         1,280          2           3
     Redeemed                              --          --   (591,777)     (945,607)  (202,733)     (145,236)       (10)        (11)
                                    ---------   --------- ----------   -----------  ---------     ---------   --------    --------
     TOTAL CLASS B SHARE
       TRANSACTIONS                        --          --      5,565       193,848     59,062        10,530          7          53
                                    ---------   --------- ----------   -----------  ---------     ---------   --------    --------
   Class C (3):
     Issued                                --          --    249,386       312,106         --            --         --          --
     Issued in lieu of cash
       distribution                        --          --         --            --         --            --         --          --
     Redeemed                              --          --   (248,548)     (109,894)        --            --         --          --
                                    ---------   --------- ----------   -----------  ---------     ---------   --------    --------
     TOTAL CLASS C SHARE                                   
       TRANSACTIONS                        --          --        838       202,212         --            --         --          --
                                    ---------   --------- ----------   -----------  ---------     ---------   --------    --------
NET INCREASE (DECREASE) IN                                 
   SHARE TRANSACTIONS                  56,834      30,512   (141,156)      315,197     59,062        10,530       (189)     (1,470)
                                    =========   ========= ==========   ===========  =========     =========   ========    ========
                                                           
                                                          


        STRATEGIC INCOME          LOUISIANA TAX-FREE                                             VALUE          
         BOND FUND (4)                INCOME FUND                BALANCED FUND                EQUITY FUND       
   ------------------------    ------------------------    -------------------------   -------------------------
     10/1/97       1/31/97       10/1/97       10/1/96       10/1/97       10/1/96       10/1/97       10/1/96  
   TO 3/31/98    TO 9/30/97    TO 3/31/98    TO 9/30/97    TO 3/31/98     TO 9/30/97   TO 3/31/98     TO 9/30/97
   ----------    ----------    ----------    ----------    ----------     ----------   ----------     ----------
<S>   <C>           <C>           <C>           <C>          <C>            <C>          <C>            <C>       
      $16,032       $    --       $39,608       $21,664      $138,880       $116,380     $144,062       $ 97,498  
      -------       -------       -------       -------      --------       --------     --------       --------
      $16,845       $16,032       $46,137       $39,608      $149,346       $138,880     $160,675       $144,062  
      =======       =======       =======       =======      ========       ========     ========       ========
                                                                                                                  
                                                                                                                  
                                                                                                                  
          237         1,710           710         2,204           752          1,283        1,430          2,231  
                                                                                                                  
           22            26            40            55           940            676          634            294  
         (216)         (201)         (233)         (593)         (775)        (1,891)      (1,006)        (2,070) 
      -------       -------       -------       -------      --------       --------     --------       --------
                                                                                                                  
           43         1,535           517         1,666           917             68        1,058            455  
      -------       -------       -------       -------      --------       --------     --------       --------
                                                                                                                  
           13            46            96            43            51            127          115            271  
                                                                                                                  
            1             1             2             2            28             13           79             21  
           (1)           --            (6)           (7)           (8)           (19)         (22)           (32) 
      -------       -------       -------       -------      --------       --------     --------       --------
                                                                                                                  
           13            47            92            38            71            121          172            260  
      -------       -------       -------       -------      --------       --------     --------       --------
                                                                                                                  
           --            --            --            --            --             --           --             --  
                                                                                                                  
           --            --            --            --            --             --           --             --  
           --            --            --            --            --             --           --             --  
      -------       -------       -------       -------      --------       --------     --------       --------
                                                                                                                  
           --            --            --            --            --             --           --             --  
      -------       -------       -------       -------      --------       --------     --------       --------
                                                                                                                  
           56         1,582           609         1,704           988            189        1,230            715  
      =======       =======       =======       =======      ========       ========     ========       ========
                                                                                                                  
                            

      GROWTH EQUITY                SMALL CAP                INTERNATIONAL        
          FUND                  EQUITY FUND (4)             EQUITY FUND (4)       
- ------------------------    -----------------------    ------------------------  
 10/1/97       10/1/96       10/1/97      1/31/97       10/1/97        1/31/97  
TO 3/31/98    TO 9/30/97    TO 3/31/98   TO 9/30/97    TO 3/31/98    TO 9/30/97 
- ----------    ----------    ----------   ----------    ----------    ---------- 
<S>              <C>            <C>          <C>           <C>           <C>                                                   
  $ 33,408       $18,552        $4,270       $   --        $3,793        $   --                                                 
  --------       -------        ------       ------        ------        ------         
  $ 43,269       $33,408        $5,186       $4,270        $2,518        $3,793                                                     
  ========       =======        ======       ======        ======        ======           
                                                                                                                        
                                                                                                                        
                                                                                                                        
       669         1,198           168          380            48           322                                                     
                                                                                                                                    
        52             6             3           --             2            --                                                     
      (332)         (726)          (83)         (83)         (162)           (9)                                                    
  --------       -------        ------       ------        ------        ------         
                                                                                                                                    
       389           478            88          297          (112)          313                                                     
  --------       -------        ------       ------        ------        ------         
                                                                                                                                    
        22           106             7           55             3            33                                                     
                                                                                                                                    
         4            --             1           --             1            --                                                     
        (5)           (4)          (11)          (1)           (7)           (1)                                                    
  --------       -------        ------       ------        ------        ------         
                                                                                                                                    
        21           102            (3)          54            (3)           32                                                     
  --------       -------        ------       ------        ------        ------         
                                                                                                                                    
        --            --            --           --            --            --                                                     
                                                                                                                                    
        --            --            --           --            --            --                                                     
        --            --            --           --            --            --                                                     
  --------       -------        ------       ------        ------        ------                    
                                                                                                                                    
        --            --            --           --            --            --                                                     
  --------       -------        ------       ------        ------        ------                 
                                                                                                                                    
       410           580            85          351          (115)          345                                                     
  ========       =======        ======       ======        ======        ======                       
                                                                                                                         
                                                                                                                    
<FN>
AMOUNTS DESIGNATED AS "--" ARE EITHER $0 OR HAVE BEEN ROUNDED TO $0.                            
(1) TRUST CLASS FOR TREASURY SECURITIES MONEY MARKET FUND.                                      
(2) RETAIL CLASS FOR TREASURY SECURITIES MONEY MARKET FUND AND TAX EXEMPT MONEY MARKET FUND.    
(3) CASH SWEEP CLASS FOR TREASURY SECURITIES MONEY MARKET FUND.
(4) THE STRATEGIC INCOME BOND FUND, SMALL CAP EQUITY FUND AND INTERNATIONAL EQUITY FUND COMMENCED
    OPERATIONS ON JANUARY 31, 1997.
</FN>
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

38 & 39    MARCH 31, 1998
<PAGE>

FINANCIAL HIGHLIGHTS
(UNAUDITED)

FOR A SHARE OUTSTANDING THROUGHOUT THE SIX-MONTH PERIOD ENDED MARCH 31, 1998 AND
THE PERIODS ENDED SEPTEMBER 30.


<TABLE>
<CAPTION>                                                                                                                    
                                                                                                                             
                          NET ASSET                  REALIZED       DISTRIBUTIONS                                            
                            VALUE        NET      AND UNREALIZED      FROM NET        NET ASSET                  NET ASSETS  
                          BEGINNING  INVESTMENT  GAINS OR (LOSSES)   INVESTMENT         VALUE           TOTAL      END OF    
                          OF PERIOD    INCOME     ON INVESTMENTS       INCOME       END OF PERIOD      RETURN+  PERIOD (000) 
- -----------------------------------------------------------------------------------------------------------------------------
INSTITUTIONAL MONEY MARKET FUND
- -----------------------------------------------------------------------------------------------------------------------------
<S>                       <C>          <C>               <C>           <C>              <C>              <C>       <C>       
   1998                   $ 1.00       $0.03             --            $(0.03)          $ 1.00           5.41%*    $115,350  
   1997                     1.00        0.05             --             (0.05)            1.00           5.29        58,516  
   1996                     1.00        0.05             --             (0.05)            1.00           5.33        28,004  
   1995(4)                  1.00        0.01             --             (0.01)            1.00           5.55*       31,314  
- -----------------------------------------------------------------------------------------------------------------------------
TREASURY SECURITIES MONEY MARKET FUND                                                                                        
- -----------------------------------------------------------------------------------------------------------------------------
   TRUST CLASS                                                                                                               
   1998                   $ 1.00       $0.03             --            $(0.03)          $ 1.00           5.16%*    $409,395  
   1997                     1.00        0.05             --             (0.05)            1.00           5.04       556,957  
   1996                     1.00        0.05             --             (0.05)            1.00           5.06       637,819  
   1995                     1.00        0.05             --             (0.05)            1.00           5.33       521,270  
   1994                     1.00        0.03             --             (0.03)            1.00           3.22       403,778  
   RETAIL CLASS                                                                                                              
   1998                   $ 1.00       $0.02             --            $(0.02)          $ 1.00           4.95%*    $610,485  
   1997                     1.00        0.05             --             (0.05)            1.00           4.83       604,919  
   1996                     1.00        0.05             --             (0.05)            1.00           4.86       411,068  
   1995                     1.00        0.05             --             (0.05)            1.00           5.16       282,747  
   1994(1)                  1.00        0.03             --             (0.03)            1.00           3.15*       86,848  
- -----------------------------------------------------------------------------------------------------------------------------
   SWEEP CLASS                                                                                                               
   1998                   $ 1.00       $0.02             --            $(0.02)          $ 1.00           4.60%*    $203,052  
   1997(10)                 1.00        0.03             --             (0.03)            1.00           4.46*      202,212  
- -----------------------------------------------------------------------------------------------------------------------------
TAX EXEMPT MONEY MARKET FUND                                                                                                 
- -----------------------------------------------------------------------------------------------------------------------------
   RETAIL CLASS                                                                                                              
   1998                   $ 1.00       $0.02             --            $(0.02)          $ 1.00           3.17%*    $135,806  
   1997                     1.00        0.03             --             (0.03)            1.00           3.12        76,744  
   1996(5)                  1.00        0.01             --             (0.01)            1.00           2.83*       66,214  
- -----------------------------------------------------------------------------------------------------------------------------
GOVERNMENT SECURITIES FUND                                                            
- -----------------------------------------------------------------------------------------------------------------------------
   CLASS A                                                                           
   1998                   $ 9.94       $0.27         $ 0.11            $(0.27)          $10.05           3.90%     $148,648  
   1997                     9.71        0.55           0.23             (0.55)            9.94           8.22       149,022  
   1996                     9.87        0.55          (0.16)            (0.55)            9.71           4.10       160,317  
   1995                     9.41        0.54           0.46             (0.54)            9.87          10.84       124,404  
   1994                    10.00        0.43          (0.59)            (0.43)            9.41          (1.66)       97,562  
   CLASS B                                                                           
   1998                   $ 9.99       $0.24         $ 0.11            $(0.24)          $10.10           3.50%     $  1,145  
   1997                     9.76        0.47           0.24             (0.48)            9.99           7.40         1,062  
   1996                     9.92        0.46          (0.15)            (0.47)            9.76           3.23           523  
   1995                     9.46        0.46           0.47             (0.47)            9.92          10.10           244  
   1994(2)                 10.04        0.31          (0.58)            (0.31)            9.46          (2.84)*         147  
- -----------------------------------------------------------------------------------------------------------------------------



                                                       RATIO OF      RATIO OF NET
                                       RATIO OF NET   EXPENSES TO     INVESTMENT
                           RATIO OF     INVESTMENT   AVERAGE NET       INCOME TO
                          EXPENSES TO   INCOME TO       ASSETS         AVERAGE        PORTFOLIO
                            AVERAGE       AVERAGE     (EXCLUDING      NET ASSETS      TURNOVER
                          NET ASSETS    NET ASSETS     WAIVERS)   (EXCLUDING WAIVERS)   RATE
- -----------------------------------------------------------------------------------------------
INSTITUTIONAL MONEY MARKET FUND
- -----------------------------------------------------------------------------------------------
<S>                          <C>          <C>           <C>              <C>              <C>       
   1998                      0.25%        5.31%         0.40%            5.16%            --
   1997                      0.25         5.19          0.36             5.08             --
   1996                      0.25         5.19          0.34             5.10             --
   1995(4)                   0.25*        5.56*         0.60*            5.21*            --
- -----------------------------------------------------------------------------------------------
TREASURY SECURITIES MONEY MARKET FUND                                                          
- -----------------------------------------------------------------------------------------------
   TRUST CLASS                                                                      
   1998                      0.50%        5.07%         0.53%            5.04%            --
   1997                      0.50         4.92          0.50             4.92             --
   1996                      0.50         4.92          0.53             4.89             --
   1995                      0.50         5.23          0.57             5.16             --
   1994                      0.50         3.15          0.60             3.05             --
   RETAIL CLASS                                                                     
   1998                      0.70%        4.87%         0.78%            4.79%            --
   1997                      0.70         4.73          0.75             4.68             --
   1996                      0.70         4.72          0.78             4.64             --
   1995                      0.68         5.12          0.82             4.98             --
   1994(1)                   0.59*        3.27*         0.83*            3.03*            --
- -----------------------------------------------------------------------------------------------
   SWEEP CLASS                                                                      
   1998                      1.00%        4.57%         1.33%            4.24%            --   
   1997(10)                  1.00*        4.57*         1.25*            4.32*            --
- -----------------------------------------------------------------------------------------------
TAX EXEMPT MONEY MARKET FUND
- -----------------------------------------------------------------------------------------------
   RETAIL CLASS                                                                     
   1998                      0.65%        3.02%         0.94%            2.73%            --
   1997                      0.65         3.07          0.95             2.77             --
   1996(5)                   0.65*        2.92*         1.12*            2.45*            --
- -----------------------------------------------------------------------------------------------
GOVERNMENT SECURITIES FUNd
- -----------------------------------------------------------------------------------------------
   CLASS A               
   1998                      0.70%        5.45%         0.78%            5.37%          3.20%
   1997                      0.70         5.54          0.76             5.48          11.88
   1996                      0.70         5.53          0.79             5.44          22.80
   1995                      0.70         5.63          0.84             5.49          18.33
   1994                      0.70         4.43          0.90             4.23          37.80
   CLASS B               
   1998                      1.45%        4.71%         1.53%            4.63%          3.20%
   1997                      1.45         4.81          1.51             4.75          11.88
   1996                      1.45         4.81          1.54             4.72          22.80
   1995                      1.45         4.86          1.59             4.72          18.33
   1994(2)                   1.45*        3.88*         1.69*            3.64*         37.80
- -----------------------------------------------------------------------------------------------
<FN>
AMOUNTS DESIGNATED AS "--" ARE EITHER $0 OR HAVE BEEN ROUNDED TO $0. 
  + TOTAL RETURN DOES NOT REFLECT SALES LOADS ON CLASS A AND CLASS B SHARES.
  * ANNUALIZED.
 (1)COMMENCED OPERATIONS ON OCTOBER 19, 1993.
 (2)COMMENCED OPERATIONS ON OCTOBER 22, 1993.
 (3)COMMENCED OPERATIONS ON NOVEMBER 22, 1993.
 (4)COMMENCED OPERATIONS ON AUGUST 10, 1995.
 (5)COMMENCED OPERATIONS ON JUNE 7, 1996.
 (6)COMMENCED OPERATIONS ON MARCH 1, 1996.
 (7)COMMENCED OPERATIONS ON APRIL 19, 1996.
 (8)COMMENCED OPERATIONS ON JANUARY 31, 1997.
 (9)COMMENCED OPERATIONS ON FEBRUARY 3, 1997.
(10)COMMENCED OPERATIONS ON FEBRUARY 26, 1997.
</FN>
</TABLE>


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

MARCH 31, 1998   40 & 41
<PAGE>

<TABLE>
<CAPTION>

FINANCIAL HIGHLIGHTS
(UNAUDITED)

FOR A SHARE OUTSTANDING THROUGHOUT THE SIX-MONTH PERIOD ENDED MARCH 31, 1998 
AND THE PERIODS ENDED SEPTEMBER 30.
                                                                                                                                 
                                                                                                                                 
                          NET ASSET                  REALIZED       DISTRIBUTIONS   DISTRIBUTIONS                                
                            VALUE        NET      AND UNREALIZED      FROM NET          FROM            NET ASSET                
                          BEGINNING  INVESTMENT  GAINS OR (LOSSES)   INVESTMENT        CAPITAL            VALUE           TOTAL  
                          OF PERIOD    INCOME     ON INVESTMENTS       INCOME           GAINS         END OF PERIOD      RETURN+ 
- ---------------------------------------------------------------------------------------------------------------------------------
STRATEGIC INCOME BOND FUND
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>       <C>             <C>              <C>                 <C>             <C>              <C>   
   CLASS A
   1998                    $10.14    $0.31           $ 0.15           $(0.31)             --              $10.29           4.52% 
   1997 (8)                 10.00     0.39             0.14            (0.39)             --               10.14           8.26* 
   CLASS B                                                                                                                       
   1998                    $10.14    $0.29           $ 0.13           $(0.27)             --              $10.29           4.15% 
   1997(8)                  10.00     0.33             0.16            (0.35)             --               10.14           7.57* 
- ---------------------------------------------------------------------------------------------------------------------------------
LOUISIANA TAX-FREE INCOME FUND                                                                                                   
- ---------------------------------------------------------------------------------------------------------------------------------
   CLASS A                                                                                                                       
   1998                    $10.11    $0.21           $ 0.09           $(0.21)             --              $10.20           2.95% 
   1997                      9.79     0.43             0.32            (0.43)             --               10.11           7.77  
   1996                      9.79     0.42              .--            (0.42)             --                9.79           4.48  
   1995                      9.38     0.42             0.41            (0.42)             --                9.79           9.01  
   1994                     10.00     0.36            (0.62)           (0.36)             --                9.38          (2.68) 
   CLASS B                                                                                                                       
   1998                    $10.11    $0.16           $ 0.10           $(0.17)             --              $10.20           2.59% 
   1997                      9.79     0.34             0.33            (0.35)             --               10.11           6.99  
   1996                      9.79     0.35              .--            (0.35)             --                9.79           3.60  
   1995                      9.39     0.35             0.40            (0.35)             --                9.79           8.21  
   1994 (3)                  9.87     0.27            (0.48)           (0.27)             --                9.39          (2.58)*
- ---------------------------------------------------------------------------------------------------------------------------------
BALANCED FUND                                                                                                                    
- ---------------------------------------------------------------------------------------------------------------------------------
   CLASS A                                                                                                                       
   1998                    $13.25    $0.18           $ 0.82           $(0.18)         $(1.04)             $13.03           8.28% 
   1997                     11.31     0.36             2.44            (0.36)          (0.50)              13.25          26.10  
   1996                     10.87     0.38             0.59            (0.38)          (0.15)              11.31           9.11  
   1995                      9.59     0.37             1.28            (0.37)             --               10.87          17.58  
   1994                     10.00     0.31            (0.41)           (0.31)             --                9.59          (1.02) 
   CLASS B                                                                                                                       
   1998                    $13.32    $0.13           $ 0.81           $(0.13)         $(1.04)             $13.09           7.78% 
   1997                     11.37     0.26             2.47            (0.28)          (0.50)              13.32          25.19  
   1996                     10.93     0.30             0.59            (0.30)          (0.15)              11.37           8.30  
   1995                      9.64     0.30             1.29            (0.30)             --               10.93          16.75  
   1994 (2)                 10.03     0.18            (0.39)           (0.18)             --                9.64          (2.24)*
- ---------------------------------------------------------------------------------------------------------------------------------



                                                                         RATIO OF      RATIO OF NET              
                                                         RATIO OF NET   EXPENSES TO     INVESTMENT               
                                             RATIO OF     INVESTMENT   AVERAGE NET       INCOME TO               
                           NET ASSETS       EXPENSES TO   INCOME TO       ASSETS         AVERAGE        PORTFOLIO     AVERAGE 
                             END OF           AVERAGE       AVERAGE     (EXCLUDING      NET ASSETS      TURNOVER    COMMISSION 
                          PERIOD (000)      NET ASSETS    NET ASSETS     WAIVERS)   (EXCLUDING WAIVERS)   RATE         RATE**
- -------------------------------------------------------------------------------------------------------------------------------
STRATEGIC INCOME BOND FUND
- -------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                <C>           <C>           <C>             <C>           <C>            <C>    
   CLASS A
   1998                     $ 16,239           0.91%         5.97%         1.22%           5.66%         14.42%         n/a
   1997 (8)                   15,562           0.90*         6.22*         1.43*           5.69*          1.34          n/a
   CLASS B                                                                                                          
   1998                     $    606           1.66%         5.23%         1.97%           4.92%         14.42%         n/a
   1997(8)                       470           1.65*         5.49*         2.13*           5.01*          1.34          n/a
- -------------------------------------------------------------------------------------------------------------------------------
LOUISIANA TAX-FREE INCOME FUND                                                                                           
- -------------------------------------------------------------------------------------------------------------------------------
   CLASS A                                                                                                          
   1998                     $ 44,055           0.65%         4.12%         0.69%           4.08%          0.09%         n/a
   1997                       38,471           0.61          4.35          0.65            4.31           0.77          n/a
   1996                       20,937           0.65          4.38          0.75            4.28           8.26          n/a
   1995                       11,705           0.65          4.51          0.95            4.21           2.31          n/a
   1994                        6,971           0.65          4.10          1.72            3.03          30.31          n/a
   CLASS B                                                                                                          
   1998                     $  2,082           1.40%         3.38%         1.44%           3.34%          0.09%         n/a
   1997                        1,137           1.36          3.61          1.40            3.57           0.77          n/a
   1996                          727           1.40          3.62          1.50            3.52           8.26          n/a
   1995                          567           1.40          3.77          1.70            3.47           2.31          n/a
   1994 (3)                      601           1.40*         3.35*         2.47*           2.28*         30.31          n/a
- -------------------------------------------------------------------------------------------------------------------------------
BALANCED FUND                                                                                                       
- -------------------------------------------------------------------------------------------------------------------------------
   CLASS A                                                                                                          
   1998                     $144,548           0.90%         2.89%         0.97%           2.82%         11.53%      $.0702
   1997                      134,941           0.90          3.05          0.96            2.99          40.97        .0796
   1996                      114,384           0.89          3.53          1.01            3.41          57.22        .0794
   1995                       87,076           0.85          3.70          1.04            3.51          55.06          n/a
   1994                       71,379           0.85          3.18          1.14            2.89          64.09          n/a
   CLASS B                                                                                                          
   1998                     $  4,798           1.65%         2.15%         1.72%           2.08%         11.53%      $.0702
   1997                        3,939           1.65          2.28          1.71            2.22          40.97        .0796
   1996                        1,996           1.64          2.80          1.76            2.68          57.22        .0794
   1995                        1,137           1.60          2.95          1.79            2.76          55.06          n/a
   1994 (2)                      868           1.60*         2.55*         1.94*           2.21*         64.09          n/a
- -------------------------------------------------------------------------------------------------------------------------------
<FN>
AMOUNTS DESIGNATED AS "--" ARE EITHER $0 OR HAVE BEEN ROUNDED TO $0. 
  + TOTAL RETURN DOES NOT REFLECT SALES LOADS ON CLASS A AND CLASS B SHARES.
  * ANNUALIZED.
 ** AVERAGE COMMISSION RATE PAID PER SHARE FOR SECURITY PURCHASES AND SALES
    DURING THE PERIOD. PRESENTATION OF THE RATE IS ONLY REQUIRED FOR FISCAL YEARS
    BEGINNING AFTER SEPTEMBER 1, 1995.
 (1)COMMENCED OPERATIONS ON OCTOBER 19, 1993.
 (2)COMMENCED OPERATIONS ON OCTOBER 22, 1993.
 (3)COMMENCED OPERATIONS ON NOVEMBER 22, 1993.
 (4)COMMENCED OPERATIONS ON AUGUST 10, 1995.
 (5)COMMENCED OPERATIONS ON JUNE 7, 1996.
 (6)COMMENCED OPERATIONS ON MARCH 1, 1996.
 (7)COMMENCED OPERATIONS ON APRIL 19, 1996.
 (8)COMMENCED OPERATIONS ON JANUARY 31, 1997.
 (9)COMMENCED OPERATIONS ON FEBRUARY 3, 1997.
(10)COMMENCED OPERATIONS ON FEBRUARY 26, 1997.
</FN>
</TABLE>


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

42 & 43   MARCH 31, 1998
<PAGE>

<TABLE>
<CAPTION>

FINANCIAL HIGHLIGHTS
(UNAUDITED)

FOR A SHARE OUTSTANDING THROUGHOUT THE SIX-MONTH PERIOD ENDED MARCH 31, 1998 AND
THE PERIODS ENDED SEPTEMBER 30.


                                                                                                                                  
                                                                                                                                  
                          NET ASSET                   REALIZED       DISTRIBUTIONS   DISTRIBUTIONS                                
                            VALUE        NET       AND UNREALIZED      FROM NET          FROM            NET ASSET                
                          BEGINNING  INVESTMENT   GAINS OR (LOSSES)   INVESTMENT        CAPITAL            VALUE           TOTAL  
                          OF PERIOD INCOME (LOSS)  ON INVESTMENTS       INCOME           GAINS         END OF PERIOD      RETURN+ 
- ----------------------------------------------------------------------------------------------------------------------------------
VALUE EQUITY FUND
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>       <C>            <C>              <C>             <C>                <C>              <C>     
   CLASS A
   1998                     $17.44    $ 0.08         $ 1.68           $(0.08)         $(2.19)            $16.93           11.69%  
   1997                      12.93      0.19           5.32            (0.19)          (0.81)             17.44           45.27   
   1996                      11.81      0.25           1.30            (0.25)          (0.18)             12.93           13.38   
   1995                       9.65      0.24           2.16            (0.24)             --              11.81           25.13   
   1994                      10.00      0.18          (0.35)           (0.18)             --               9.65           (1.64)  
   CLASS B                                                                                                                        
   1998                     $17.50    $ 0.02         $ 1.68           $(0.02)         $(2.19)            $16.99           11.29%  
   1997                      12.97      0.09           5.34            (0.09)          (0.81)             17.50           44.31   
   1996                      11.86      0.17           1.29            (0.17)          (0.18)             12.97           12.49   
   1995                       9.70      0.15           2.17            (0.16)             --              11.86           24.17   
   1994 (2)                   9.95      0.08          (0.25)           (0.08)             --               9.70           (1.82)* 
- ----------------------------------------------------------------------------------------------------------------------------------
GROWTH EQUITY FUND                                                                                                                
- ----------------------------------------------------------------------------------------------------------------------------------
   CLASS A                                                                                                                        
   1998                     $15.81    $ 0.02         $ 1.80           $(0.02)         $(0.45)            $17.16           11.95%  
   1997                      12.10      0.06           3.71            (0.06)             --              15.81           31.25   
   1996 (6)                  11.00      0.05           1.10            (0.05)             --              12.10           10.46   
   CLASS B                                                                                                                        
   1998                     $15.74    $(0.03)        $ 1.78               --          $(0.45)            $17.04           11.55%  
   1997                      12.07      0.03           3.64               --              --              15.74           30.41   
   1996 (7)                  11.14      0.01           0.93           $(0.01)             --              12.07            8.48   
- ----------------------------------------------------------------------------------------------------------------------------------
SMALL CAP EQUITY FUND                                                                                                             
- ----------------------------------------------------------------------------------------------------------------------------------
   CLASS A                                                                                                                        
   1998                     $12.21    $(0.01)        $(0.09)              --          $(0.15)            $11.96           (0.58)% 
   1997 (9)                  10.00     (0.01)          2.22               --              --              12.21           33.61*  
   CLASS B                                                                                                                        
   1998                     $12.16    $(0.06)        $(0.08)              --          $(0.15)            $11.87           (0.91)% 
   1997 (9)                  10.00     (0.02)          2.18               --              --              12.16           32.85*  
- ----------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL EQUITY FUND                                                                                                         
- ----------------------------------------------------------------------------------------------------------------------------------
   CLASS A                                                                                                                        
   1998                     $10.98    $ 0.43          $0.08           $(0.42)         $(0.16)            $10.91            5.35%  
   1997 (9)                  10.00     (0.01)          0.99               --              --              10.98           14.90*  
   CLASS B                                                                                                                        
   1998                     $10.94    $ 0.35          $0.11           $(0.39)         $(0.16)            $10.85            4.97%  
   1997 (9)                  10.00     (0.03)          0.97               --              --              10.94           14.30*  
- ----------------------------------------------------------------------------------------------------------------------------------



                                                                         RATIO OF      RATIO OF NET              
                                                         RATIO OF NET   EXPENSES TO     INVESTMENT               
                                             RATIO OF     INVESTMENT   AVERAGE NET    INCOME (LOSS)               
                           NET ASSETS       EXPENSES TO  INCOME (LOSS)    ASSETS        TO AVERAGE     PORTFOLIO     AVERAGE 
                             END OF           AVERAGE     TO AVERAGE    (EXCLUDING      NET ASSETS      TURNOVER    COMMISSION 
                          PERIOD (000)      NET ASSETS    NET ASSETS     WAIVERS)   (EXCLUDING WAIVERS)   RATE         RATE**
- ------------------------------------------------------------------------------------------------------------------------------
VALUE EQUITY FUND
- ------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>                <C>           <C>           <C>             <C>             <C>        <C>   
   CLASS A
   1998                    $148,113           1.00%         0.97%         1.01%           0.96%           30.46%     $.0800
   1997                     134,117           1.00          1.33          1.00            1.33            97.91       .0798
   1996                      93,508           0.97          2.12          1.02            2.07            95.93       .0795
   1995                      58,854           0.90          2.40          1.07            2.23            97.88         n/a
   1994                      41,922           0.90          1.95          1.17            1.68           161.42         n/a
   CLASS B                                                                                                         
   1998                    $ 12,562           1.75%         0.23%         1.76%           0.22%           30.46%     $.0800
   1997                       9,944           1.75          0.55          1.75            0.55            97.91       .0798
   1996                       3,990           1.73          1.37          1.77            1.33            95.93       .0795
   1995                       1,288           1.65          1.62          1.82            1.45            97.88         n/a
   1994 (2)                     389           1.65*         1.30*         1.93*           1.02*          161.42         n/a
- ------------------------------------------------------------------------------------------------------------------------------
GROWTH EQUITY FUND                                                                                                 
- ------------------------------------------------------------------------------------------------------------------------------
   CLASS A                                                                                                         
   1998                    $ 40,972           1.00%         0.26%         1.04%           0.22%           19.83%     $.0583
   1997                      31,608           1.00          0.46          1.04            0.42            65.12       .0799
   1996 (6)                  18,400           1.00*         0.73*         1.12*           0.61*           91.09       .0797
   CLASS B                                                                                                         
   1998                    $  2,297           1.75%        (0.49)%        1.79%          (0.53)%          19.83%     $.0583
   1997                       1,800           1.75         (0.30)         1.79           (0.34)           65.12       .0799
   1996 (7)                     152           1.75*        (0.02)*        1.87*          (0.14)*          91.09       .0797
- ------------------------------------------------------------------------------------------------------------------------------
SMALL CAP EQUITY FUND                                                                                              
- ------------------------------------------------------------------------------------------------------------------------------
   CLASS A                                                                                                         
   1998                    $  4,587           0.20%        (0.20)%        1.43%          (1.43)%          15.25%        n/a
   1997 (9)                   3,616           0.20*        (0.20)*        1.79*          (1.79)*          29.56         n/a
   CLASS B                                                                                                         
   1998                    $    599           0.95%        (0.95)%        2.18%          (2.18)%          15.25%        n/a
   1997 (9)                     654           0.95*        (0.95)*        2.61*          (2.61)*          29.56         n/a
- ------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL EQUITY FUND                                                                                          
- ------------------------------------------------------------------------------------------------------------------------------
   CLASS A                                                                                                         
   1998                    $  2,195           0.27%         8.48%         1.69%           7.06%           23.95%        n/a
   1997 (9)                   3,435           0.27*        (0.27)*        2.21*          (2.21)*           4.69         n/a
   CLASS B                                                                                                         
   1998                    $    323           1.02%         7.15%         2.44%           5.73%           23.95%        n/a
   1997 (9)                     358           1.02*        (1.02)*        2.86*          (2.86)*           4.69         n/a
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                                     
<FN>
AMOUNTS DESIGNATED AS "--" ARE EITHER $0 OR HAVE BEEN ROUNDED TO $0.

  +  TOTAL RETURN DOES NOT REFLECT SALES LOADS ON CLASS A AND CLASS B SHARES.
  *  ANNUALIZED.
 **  AVERAGE COMMISSION RATE PAID PER SHARE FOR SECURITY PURCHASES AND SALES
     DURING THE PERIOD. PRESENTATION OF THE RATE IS ONLY REQUIRED FOR FISCAL YEARS
     BEGINNING AFTER SEPTEMBER 1, 1995.
 (1) COMMENCED OPERATIONS ON OCTOBER 19, 1993.  
 (2) COMMENCED OPERATIONS ON OCTOBER 22, 1993.
 (3) COMMENCED OPERATIONS ON NOVEMBER 22, 1993.
 (4) COMMENCED OPERATIONS ON AUGUST 10, 1995.
 (5) COMMENCED OPERATIONS ON JUNE 7, 1996.
 (6) COMMENCED OPERATIONS ON MARCH 1, 1996.
 (7) COMMENCED OPERATIONS ON APRIL 19, 1996.
 (8) COMMENCED OPERATIONS ON JANUARY 31, 1997.
 (9) COMMENCED OPERATIONS ON FEBRUARY 3, 1997.
(10) COMMENCED OPERATIONS ON FEBRUARY 26, 1997.
</FN>
</TABLE>
    

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

44 & 45   MARCH 31, 1998
<PAGE>

NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)



1. ORGANIZATION

The Marquis Funds (the "Trust") was organized as a Massachusetts business trust
under a Declaration of Trust dated June 29, 1993. The Trust is registered under
the Investment Company Act of 1940, as amended, as an open-end management
company with eleven series funds: Institutional Money Market Fund, Treasury
Securities Money Market Fund, Tax Exempt Money Market Fund (the "Money Market
Funds"), Government Securities Fund, Strategic Income Bond Fund, Louisiana
Tax-Free Income Fund, Balanced Fund (formerly the "Growth and Income Fund"),
Value Equity Fund, Growth Equity Fund, Small Cap Equity Fund, and International
Equity Fund (the "Non-Dollar Funds"). Each Fund's prospectus provides a
description of the Fund's investment objectives, policies and strategies. The
assets of each Fund are segregated, and a shareholder's interest is limited to
the Fund in which shares are held. The Trust is registered to offer the
following classes of shares: Trust, Retail, and the Cash Sweep Class in the
Treasury Securities Money Market Fund, Retail and the Cash Sweep in the
Tax-Exempt Money Market and Class A and Class B in the Non-Dollar Funds. The
Small Cap Equity Fund and the International Equity Fund are currently "feeder"
funds in separate Corporate Master-Feeder(TM) structures. That is, the Small Cap
Equity Fund and International Equity Fund each currently invest in another
open-end management investment company with the same investment objectives and
hold as their only investment securities, shares of a single "master" fund, in
this case, the SEI Institutional Managed Trust Small Cap Growth Portfolio and
the SEI Institutional International Trust (formerly, the SEI International
Trust) International Equity Portfolio, respectively. However, in certain
instances the Funds are permitted to invest in securities other than a single
open-end management investment company.


2. SIGNIFICANT ACCOUNTING
    POLICIES

The following is a summary of the significant accounting policies followed by
the Funds.

SECURITIES VALUATION -- Investments in equity securities that are traded on a
national securities exchange (or reported on the NASDAQ national market system)
are stated at the last quoted sales price if readily available for such equity
securities on each business day; other equity securities traded in the
over-the-counter market and listed equity securities for which no sale was
reported on that date are stated at the last quoted bid price. Debt obligations
exceeding sixty days to maturity for which market quotations are readily
available are valued at the most recently quoted bid price. Debt obligations
with sixty days or less remaining until

46   MARCH 31, 1998
<PAGE>

maturity may be valued at their amortized cost. Under this valuation method,
purchase discounts and premiums are accreted and amortized ratably to maturity
and are included in interest income. Restricted and illiquid securities for
which quotations are not readily available are valued at fair value using
methods determined in good faith as approved by the Board of Trustees. 

The investments of the Small Cap Equity and International Equity Funds (the
"Feeder" funds) in the SEI Institutional Managed Trust Small Cap Growth
Portfolio and the SEI Institutional International Trust (formerly, the SEI
International Trust) International Equity Portfolio (the "Master Funds"),
respectively, are valued at the net asset value per share of each Master Fund
determined as of the close of the New York Stock Exchange.

FEDERAL INCOME TAXES -- It is each Fund's intention to continue to qualify as a
regulated investment company for federal income tax purposes by complying with
the appropriate provisions of the Internal Revenue Code of 1986, as amended, and
to distribute all of its taxable income and net capital gains. Accordingly, no
provision for federal income taxes has been made in the accompanying financial
statements.

SECURITY TRANSACTIONS AND RELATED INCOME -- Security transactions are accounted
for on the date the security is purchased or sold (trade date). Dividend income
is recognized on the ex-dividend date, and interest income is recognized on the
accrual basis. Costs used in determining realized gains and losses on the sales
of investment securities are those of the specific securities sold adjusted for
the accretion and amortization of purchase discounts and premiums during the
respective holding period. Purchase discounts and premiums on securities held by
the Non-Dollar Funds are accreted and amortized to maturity using the scientific
interest method, which approximates the effective interest method.

REPURCHASE AGREEMENTS -- Securities pledged as collateral for repurchase
agreements are held by the custodian bank until the respective agreements
mature. Provisions of the repurchase agreements ensure that the market value of
the collateral, including accrued interest thereon, is sufficient in the event
of default of the counterparty. The Funds also invest in tri-party repurchase
agreements. Securities held as collateral for tri-party repurchase agreements
are maintained in a segregated account by the broker's custodian bank until
maturity of the repurchase agreement. If the counterparty defaults and the value
of the collateral declines, or if the counter-party enters an insolvency
proceeding, realization of the collateral by the Funds may be delayed or
limited.

NET ASSET VALUE PER SHARE -- The net asset value per share of each Fund is
calculated each business day. In general, it is computed by dividing the assets
of each Fund, less its liabilities, by the number of outstanding shares of the
Fund.


                                                             MARCH 31, 1998   47
<PAGE>

NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

EXPENSES -- Expenses that are directly related to one of the Funds are charged
directly to that Fund. Other operating expenses are prorated to the Funds on the
basis of relative net assets. Class specific expenses are borne by that class.
Income, expenses, and realized and unrealized gains/losses are allocated to the
respective classes on the basis of relative daily net assets.

DISTRIBUTIONS -- Distributions from net investment income are declared and paid
quarterly for the Balanced Fund, Value Equity Fund, Growth Equity Fund and Small
Cap Equity Fund. Distributions from net investment income are declared daily and
paid monthly for the Institutional Money Market Fund, Treasury Securities Money
Market Fund, and Tax Exempt Money Market Fund.

Distributions from net investment income are declared and paid monthly for the
Government Securities Fund, Strategic Income Bond Fund and Louisiana Tax-Free
Income Fund. Any net realized capital gains are declared and distributed to
shareholders at least annually.

Distributions from net investment income and net realized capital gains are
determined in accordance with U.S. Federal income tax regulations, which may
differ from those amounts determined under generally accepted accounting
principles. These book/tax differences are either temporary or permanent in
nature. To the extent these differences are permanent, they are charged or
credited to paid in capital in the period that the differences arises.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS -- The preparation
of financial statements, in conformity with generally accepted accounting
principles, requires management to make estimates and assumptions that affect
the reported amount of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. Actual results
could differ from those estimates.

3. INVESTMENT ADVISORY, ADMINISTRATIVE, AND DISTRIBUTION AGREEMENTS

First National Bank of Commerce in New Orleans (the "Adviser") serves as
investment adviser to each Fund pursuant to an investment advisory agreement
(the "Advisory Agreement") with the Trust. For its services, the Adviser is
entitled to a fee, that is calculated daily and paid monthly, at an annual rate
based on the average daily net assets of each Fund as follows: Institutional
Money Market Fund -- .15%, Treasury Securities Money Market Fund -- .30%, Tax
Exempt Money Market Fund -- .45%, Government Securities Fund -- .55%, Strategic
Income Bond Fund -- .74%, Louisiana Tax-Free Income Fund -- .35%, Balanced Fund
- -- .74%, Value Equity Fund -- .74%, Growth Equity Fund -- .74%, Small Cap Equity
Fund -- .40%, and International Equity Fund -- .40%. The Adviser has voluntarily
agreed to waive a portion of its fee so that expenses of each Fund will not
exceed certain annual expense limitations. The Adviser reserves the

48   MARCH 31, 1998
<PAGE>


right to terminate its waiver at any time in its sole discretion.

Weiss, Peck & Greer, L.L.C. serves as the investment sub-adviser for the Tax
Exempt Money Market Fund pursuant to a sub-advisory agreement with the Adviser.
The sub-advisory fees are paid by the Adviser.

The Trust and SEI Fund Resources (the "Administrator") have entered into an
Administration Agreement. SEI Investments Management Corporation, a wholly-owned
subsidiary of SEI Investments, is the owner of all beneficial interest in the
Administrator. Under terms of the Administration Agreement, the Administrator is
entitled to a fee calculated daily and paid monthly at an annual rate of .10% of
the average daily net assets of the Institutional Money Market Fund and .15% of
the average daily net assets of the Treasury Securities Money Market Fund, Tax
Exempt Money Market Fund, Government Securities Fund, Strategic Income Bond
Fund, Louisiana Tax-Free Income Fund, Balanced Fund, Value Equity Fund, Growth
Equity Fund, Small Cap Equity Fund, and International Equity Fund. The
Administrator has voluntarily agreed to waive a portion of its fee so that
expenses of each Fund will not exceed certain annual expense limitations. The
Administrator reserves the right to terminate its waiver at any time in its sole
discretion.

The Trust and SEI Investments Distribution Co. (the "Distributor") have entered
into a Distribution Agreement. As provided in certain Distribution Plans adopted
under the Distribution Agreement, the Trust will pay a fee at an annual rate of
 .25% of the average daily net assets of the Retail Class of the Treasury
Securities Money Market Fund and Tax Exempt Money Market Fund, and .75% of the
Class B shares of the Non-Dollar Funds and the Cash Sweep Class of the Treasury
Securities Money Market Fund to the Distributor as compensation for its
services. The Distributor has agreed to waive a portion of its fee from the
Treasury Securities Money Market Fund and the Tax Exempt Money Market Fund in
order to maintain a competitive expense ratio. The Distributor reserves the
right to terminate its waiver at any time in its sole discretion.

In addition to the fees paid at the feeder level for the Small Cap Equity and
International Equity Funds, each Feeder Fund's shareholders will bear indirectly
their prorata portion of the advisory, administrative, distribution and other
expenses of the respective Master Funds in which they invest.

The Class A shares of the Non-Dollar Funds are subject to a maximum sales load
of 3.50%.

There is a contingent deferred sales charge on the Class B shares of the
Non-Dollar Funds which varies depending on the number of years from time of
payment for the purchase of shares until the time of redemption of such shares
(the "holding period"). Solely for the purpose of determining the number of
years from the time of any payment for the purchase of shares, all payments
during the month are aggregated and deemed to have been made on the first day of
the month.


                                                            MARCH 31, 1998    49
                                                                          <PAGE>

NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

                  CONTINGENT DEFERRED SALES
                   CHARGE AS A PERCENTAGE
  YEAR SINCE          OF DOLLAR AMOUNT
   PURCHASE           SUBJECT TO CHARGE
 ------------     -------------------------
   First                    3.50%
   Second                   2.75%
   Third                    2.00%
   Fourth                   1.25%
   Fifth                    0.50%
   Sixth                     None



4. ORGANIZATIONAL COSTS AND TRANSACTIONS WITH AFFILIATES

Organizational costs have been capitalized by the Funds and are being amortized
over sixty months commencing with operations. In the event any of the initial
shares of the Funds are redeemed by any holder thereof during the period that
the Funds are amortizing their organizational costs, the redemption proceeds
payable to the holder thereof will be reduced by the unamortized organizational
costs in the same ratio as the number of initial shares being redeemed bears to
the number of initial shares outstanding at the time of redemption. These costs
include legal fees of approximately $54,278 for organizational work performed by
a law firm of which an officer and a trustee of the Trust are partners. Certain
officers and trustees of the Trust who are officers of the Administrator and the
Distributor received no compensation from the Trust.


5. INVESTMENT TRANSACTIONS

The cost of security purchases and the proceeds from the sale of securities,
other than short-term investments, for the period ended March 31, 1998 were as
follows:

                               STRATEGIC   LOUISIANA
                   GOVERNMENT   INCOME     TAX-FREE
                   SECURITIES    BOND       INCOME     BALANCED
                      FUND       FUND        FUND        FUND
                     (000)      (000)        (000)       (000)
                   ---------- ----------  ----------  ----------
PURCHASES:
 U.S.
   Government      $ 2,463      $1,252      $   --     $10,202
 Other               1,935       2,561       4,057       8,869
SALES:                                                 
 U.S.                                                  
   Government      $ 7,879      $1,788      $   --     $ 1,163
 Other               2,835         247          35      14,296
                                                       

                                                         INTER-
                     VALUE      GROWTH     SMALL CAP    NATIONAL
                    EQUITY      EQUITY      EQUITY       EQUITY
                     FUND        FUND        FUND         FUND
                     (000)      (000)        (000)       (000)
                   --------    --------    ---------    --------
PURCHASES:                   
 U.S.                        
   Government      $    --     $    --      $   --       $   --
 Other              43,578      11,669       2,154          638
SALES:                                                 
 U.S.                                                  
   Government      $    --     $    --      $   --       $   --
 Other              45,861       7,040         732        1,796
                                                      
On March 31, 1998, the total cost of securities and the net realized gains or
losses on securities sold for federal income tax purposes were not materially
different from amounts reported for financial reporting purposes. The aggregate
gross unrealized appreciation and depreciation on securities at March 31, 1998,
for each Non-Dollar Fund are as follows:

50   MARCH 31, 1998
<PAGE>


                               STRATEGIC   LOUISIANA
                   GOVERNMENT   INCOME     TAX-FREE
                   SECURITIES    BOND       INCOME     BALANCED
                      FUND       FUND        FUND        FUND
                     (000)      (000)        (000)       (000)
                   ---------- ----------  ----------  ----------
Aggregate Gross
  Unrealized
  Appreciation      $1,883       $495       $1,385     $26,597
Aggregate Gross
  Unrealized
  Depreciation        (177)        (9)         (28)     (1,106)
                   -------    -------      -------     -------
Net Unrealized
  Appreciation/
  (Depreciation)    $1,706       $486       $1,357     $25,491
                   =======    =======      =======     =======


                                                         INTER-
                     VALUE      GROWTH     SMALL CAP    NATIONAL
                    EQUITY      EQUITY      EQUITY       EQUITY
                     FUND        FUND        FUND         FUND
                     (000)      (000)        (000)       (000)
                   --------    --------    ---------    --------
Aggregate Gross
  Unrealized
  Appreciation     $41,409     $12,203        $511          $24
Aggregate Gross
  Unrealized
  Depreciation      (1,569)       (804)         --           --
                   -------     -------     -------      -------
Net Unrealized
  Appreciation/
  (Depreciation)   $39,840     $11,399        $511          $24
                   =======     =======     =======      =======


6. CONCENTRATION OF CREDIT RISK

The Institutional Money Market Fund and the Treasury Securities Money Market
Fund invest primarily in a portfolio of money market instruments maturing in one
year or less whose ratings are within the highest ratings category assigned by a
nationally recognized statistical rating agency or, if not rated, are believed
to be of comparable quality. 

The Tax Exempt Money Market Fund invests in debt instruments of municipal
issuers. The issuers' ability to meet their obligations may be affected by
economic developments in a specific state or region.

The Tax Exempt Money Market Fund invests in securities that include revenue
bonds, tax and revenue anticipation notes, and general obligation bonds. At
March 31, 1998, the percentages of portfolio investments by each revenue source
were as follows:

                              TAX EXEMPT
                           MONEY MARKET FUND
                           -----------------
   Revenue Bonds                  62%
   Anticipation Notes             28%
   General Obligations             7%
   Tax-Exempt
      Commercial Paper             3%
                           -----------------
      Total                      100%
                           =================

The Government Securities, Strategic Income Bond and Balanced Funds invest in
debt instruments.

The Louisiana Tax-Free Income Fund is more susceptible to factors adversely
affecting issuers of Louisiana municipal securities than a comparable municipal
bond fund that does not concentrate its investments in Louisiana municipal
securities.

The following table presents a summary of holdings in the Government Securities,
Strategic Income Bond and Louisiana Tax-Free Income Funds as of March 31, 1998.


                                                             MARCH 31, 1998   51
<PAGE>

NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

                        STRATEGIC   LOUISIANA
            GOVERNMENT   INCOME     TAX-FREE
            SECURITIES    BOND       INCOME
RATING         FUND       FUND        FUND
- ---------   ----------  ---------   ---------
AAA              89%        28%         80%
AA               --%         5%         --
A                --%        40%          4%
BBB              --         24%         --
Not Rated        11%         3%         16%
            ----------  ---------   ---------
                100%       100%        100%
            ==========  =========   =========
                                    
These percentages are stated as a percentage of total investments. U.S.
Government Securities represent obligations issued or guaranteed by the U.S.
Government and its agencies or instrumentalities. Repurchase agreements are
collateralized by U.S. Government Securities and are included in Not Rated
above.


7. CAPITAL LOSS CARRYFORWARDS

The Funds had capital loss carryforwards and post-October deferred losses at
September 30, 1997, to the extent provided in the regulations for federal income
tax as follows:
                                              POST
                      CAPITAL LOSS         OCTOBER 31,
                 CARRYFORWARDS EXPIRING       1996
               ---------------------------  DEFERRED
FUNDS            2003      2004      2005    LOSSES
- --------       --------------------------- ---------
Government
   Securities
   Fund        $679,660  $124,634  $    --   $19,540
Louisiana
   Tax-Free
   Income
   Fund          32,125     2,083   19,720        --
Small Cap
   Equity Fund       --        --       --     9,414

For tax purposes, capital losses can be carried forward for a maximum of eight
years to offset any future net realized capital gains. Post-October deferred
losses have been deferred to fiscal year 1998 for tax purposes.


8. MERGER

On October 20, 1997, First Commerce Corporation -- the parent of First National
Bank of Commerce in New Orleans, the Marquis Funds' investment adviser -- and
Banc One Corporation, the parent of Banc One, Louisiana, announced that they
have signed a definitive agreement for the merger of First Commerce with Banc
One. Subject to certain conditions being met, it is currently anticipated that
First Commerce will merge with Banc One by the end of June 1998.

It is expected that each of the Marquis Funds will eventually merge into a
comparable One Group Fund.



52   MARCH 31, 1998
<PAGE>



                                 [LOGO OMITTED]
                                     MARQUIS
                                 FAMILY OF FUNDS

                 High Quality. High Standards. Highly Personal.



                               Investment Adviser
                 First National Bank of Commerce in New Orleans
                             201 St. Charles Avenue
                              New Orleans, LA 70170

                                  Administrator
                               SEI Fund Resources
                                 Oaks, PA 19456

                                 Transfer Agent
                                DST Systems, Inc.
                              210 West 10th Street
                              Kansas City, MO 64105

                                  Legal Counsel
                           Morgan, Lewis & Bockius LLP
                              2000 One Logan Square
                             Philadelphia, PA 19103

                         Independent Public Accountants
                               Arthur Andersen LLP
                               1601 Market Street
                             Philadelphia, PA 19103


- --------------------------------------------------------------------------------
                               The Marquis Funds:
      NOT FDIC INSURED [BULLET] NO BANK GUARANTEE [BULLET] MAY LOSE VALUE
- --------------------------------------------------------------------------------

The First NBC Trust Group is a department of First National Bank of Commerce
("First NBC"), a wholly owned subsidiary of First Commerce Corporation ("FCC").
First NBC serves as investment adviser and custodian for the Marquis Funds;
remuneration may be earned for such services. The Marquis Funds are distributed
by SEI Investments Distribution Co., which is not affiliated with FCC, First
NBC, Marquis Investments, LLC, or any affiliates thereof.
     This material must be preceded or accompanied by a current prospectus.

(C) 1998                                                            MRQ-F-005-05

<PAGE>

                                  [ART OMITTED]


                                     ANNUAL
                                     REPORT

                               SEPTEMBER 30, 1997


                                 [MARQUIS LOGO]
                 High Quality. High Standards. Highly Personal.

                                  [ART OMITTED]

<PAGE>

TABLE OF CONTENTS
Letter to Shareholders                                         1
Investment Adviser's Report                                    3
Management's Discussion &
Analysis of Fund Performance                                   7
Report of Independent Public Accountants                      20
Statements of Net Assets                                      21
Statements of Operations                                      50
Statements of Changes in Net Assets                           52
Financial Highlights                                          56
Notes to Financial Statements                                 62
Notice to Shareholders                                        69



FUND PORTFOLIOS                               TRADING SYMBOLS
MONEY MARKET FUNDS                           TRUST       RETAIL
Institutional Money Market Fund               N/A          N/A
Treasury Securities Money Market Fund        MQTXX        MQRXX
Tax Exempt Money Market Fund                  N/A         MQEXX

FIXED INCOME FUNDS                         A SHARES     B SHARES
Government Securities Fund                   MQGAX        MFGSB
Strategic Income Bond Fund                   MSIAX         N/A
Louisiana Tax-Free Income Fund               MQLAX        MFLTF

BALANCED FUNDS
Balanced Fund                                MQIAX        MFGIB

EQUITY FUNDS
Value Equity Fund                            MQVAX        MFVEB
Growth Equity Fund                           MNEUX         N/A
Small Cap Equity Fund                         N/A          N/A
International Equity Fund                     N/A          N/A

<PAGE>
LETTER TO SHAREHOLDERS


DEAR SHAREHOLDER:

As we commemorate the fourth full year of the Marquis Family of Funds, we can
look back on significant accomplishments for the twelve months ended September
30, 1997.


A NEW MILESTONE: $2 BILLION IN ASSETS
First, we are pleased to report that the total assets in our fund family
recently reached $2 billion for the first time, making the Marquis Funds the
largest complex of its kind in the state of Louisiana. This is a remarkable
achievement for a family that began just four years ago with initial assets of
only $494 million. And it demonstrates that individual and institutional
shareholders value the convenience of investing through an institution they know
and trust. It also shows that they respect the prudent approach of our stable,
experienced investment management team.


THREE NEW FUNDS IN 1997
Second, we have increased the number of funds in our family to eleven in the
past year, with the addition of the Marquis International Equity Fund, the
Marquis Small Cap Equity Fund, and the Marquis Strategic Income Bond Fund. These
funds have brought new diversity and balance to our fund family. They enable
investors to plan for a full range of lifetime financial goals and to adopt the
investment strategy that best suits their needs at any point in the overall
market cycle.


THE NEW TAX LAW
Looking beyond our fund family, one of the most important events for our
investors during the past twelve months was the recent passage of the Federal
Taxpayer Relief Act of 1997. This act contains a number of provisions that are
potentially beneficial for investors, including: 
[BULLET] LOWER CAPITAL GAINS TAX RATES: Beginning with the 1997 tax year, a new 
         set of capital gains tax rules establishes lower rates for those who 
         sell investments that have appreciated. We believe that these new rates
         will allow individuals new opportunities in making investment decisions
         and will enhance the overall health and liquidity of the markets. 

[BULLET] NEW IRA RULES: The new law also relaxes the rules on IRA contributions 
         and withdrawals and establishes two new types of IRAs: The Roth IRA and
         the Education IRA. With the exception of our tax-free portfolios, all
         Marquis Funds are appropriate for use in these accounts. We hope you 
         will select our fund family for these potential new investments.

                                                            SEPTEMBER 30, 1997 1
<PAGE>

LETTER TO SHAREHOLDERS

[BULLET] CHANGES TO ESTATE TAXES: The new law gradually raises the amount that 
         is exempt from gift and estate taxes, starting with an increase to 
         $625,000 in 1998 and reaching $1 million in the year 2006. This is a 
         welcome change for a growing number of individuals, as rising values of
         such commonly-held assets as investments and homes continue to push
         more and more estates over the previous threshold of $600,000. 

Due to the complexity of the Taxpayer Relief Act, we encourage all investors to
consult with their tax advisors, as well as their investment consultants,
regarding how to take advantage of the new provisions.

As we close fiscal 1997, we thank you, our investors, for enabling our fund
family to grow larger, stronger, and more diverse. We look forward to continuing
to serve your investment needs.

                                            Sincerely,

                                            /S/ SIGNATURE
                                            Suzanne T. Mestayer
                                            Executive Vice President
                                            First National Bank of Commerce

2   SEPTEMBER 30, 1997

<PAGE>
INVESTMENT ADVISER'S REPORT



DEAR SHAREHOLDER:

For investors, fiscal 1997 was the best of times, and the best of times.

It was the best of times in the U.S. economy, where low inflation and moderate
growth fit the textbook definition of an ideal world. 

And, it was the best of times in the financial markets, where all three asset
classes -- stocks, bonds, and money market instruments -- turned in solid
performances.

Of course, economies and markets are never truly perfect, and never move in
straight lines. Pockets of difficulty and concern were readily found in fiscal
1997. But seen in the context of recent decades, the year offered proof that
favorable factors could prevail.

The real test of this economy will be its staying power. The delicate balancing
act performed by growth and inflation is bound to falter, causing either a
"natural" recession brought on by changes in the business cycle, or a more
abrupt slowdown brought on by the actions of the Federal Reserve Board.

For investors, the distinction is more than academic. An ordinary recession may
still offer opportunities for individual companies to prosper through
exceptional products and services, or through productivity enhancements. But an
increase in rates could render all stocks less attractive in comparison to
bonds.

ECONOMIC OVERVIEW

For the fiscal year, the economy, as measured by the Gross Domestic Product,
grew at a rate of about 3.5%. While this pace is best described as moderate, 
fears of higher inflation and higher interest rates were present throughout 
fiscal 1997, primarily because unemployment was low and labor markets remained 
tight. However, wages did not rise rapidly, and pricing power remained weak 
for most industries. 

In the final analysis, inflation as measured by the Consumer Price Index held to
a relatively low 2.2% for the twelve-month period, while wholesale prices as
measured by the Producer Price Index were flat. As a result, the only action
taken by the Federal Reserve Board was a modest quarter-percent hike in
short-term rates after its March meeting.

Among the key factors holding costs in check were global competition and excess
capacity, which suggested that supply would continue to meet or exceed demand.
In the United States, for example, manufacturing capacity grew at twice the pace
of the 1980s, and the current year-over-year gain is the highest in twenty
years.

Increasingly through 1997, the consensus view indicated that recession may not
be imminent. But there is growing concern that, as one economist put it,
"strange things are happening." Worldwide, for example, Europe is saddled with
high unemployment,

                      [PHOTO OF JOHN C. PORTWOOD OMITTED]
                        JOHN C. PORTWOOD, CFA CHIEF TRUST
                              INVESTMENT STRATEGIST

                                                          SEPTEMBER 30, 1997   3
<PAGE>

INVESTMENT ADVISER'S REPORT

Japan is mired in a no-growth economy, and the Pacific Rim countries have
experienced financial turmoil. Together, these events help to cloud the domestic
outlook and increase the chances that the "strange things" will produce a
negative surprise.


STOCK MARKET OVERVIEW

The stock market continued to defy gravity throughout fiscal 1997, turning in a
historic performance. And where the gains had once been concentrated among a few
of the very largest capitalization issues represented on the Standard & Poor's
500 Index, the market began to broaden during the fiscal year, bringing mid-cap
and small-cap issues back into the game. The big story in stocks continued to be
strong corporate profits. The years of painful restructuring have paid off in
rising productivity levels over a wide range of industries, making American
businesses highly competitive in the world markets. This, along with overall
economic growth, has produced a steady stream of good earnings reports -- even
from such laggard industries as airlines, hotels, and steel. 

The year was also marked by an exceptional number of stock buyback programs, as
many companies opted to use excess earnings to purchase their own stocks, rather
than to increase dividends.

Occasionally during the year, stocks were shaken by interest rate fears, and by
the Federal Reserve's modest quarter-percent hike in March. However,

                              [LINE GRAPH OMITTED]
                          STEADY RATES, LOW INFLATION
     10 Year Treasury      30 Year U.S. Treasury     Consumer Price Index
10/93     5.427                    5.966                      2.8
12/93     5.794                    6.347                      2.7
 3/94     6.637                    7.016                      2.5
 6/94     7.210                    7.522                      2.5
 9/94     7.604                    7.818                      3.0
12/94     7.829                    7.877                      2.7
 3/95     7.194                    7.431                      2.9
 6/95     6.205                    6.619                      3.0
 9/95     6.180                    6.506                      2.5
12/95     5.572                    5.950                      2.5
 3/96     6.325                    6.670                      2.8
 6/96     6.716                    6.895                      2.8
 9/96     6.675                    6.906                      3.0
12/96     6.289                    6.538                      3.3
 3/97     6.907                    7.090                      2.8
 6/97     6.453                    6.746                      2.3
 9/97     6.079                    6.365                      2.2

          REAL (INFLATION ADJUSTED) YIELDS ON BONDS SUGGEST GOOD VALUE
           FOR FIXED INCOME INVESTORS. AS OF AUGUST 31, 1997, THE REAL
           YIELD OF INTERMEDIATE TO LONG-TERM U.S. TREASURY BONDS WAS
              MORE THAN FOUR PERCENT COMPARED TO AN AVERAGE OF TWO
              PERCENT DURING THE 1960S, THE LAST TIME INFLATION WAS
                  AS LOW FOR AN EXTENDED PERIOD AS IT IS TODAY.

           "THE REAL TEST OF THIS ECONOMY WILL BE ITS STAYING POWER."
                                JOHN C. PORTWOOD

4   SEPTEMBER 30, 1997
<PAGE>

the market showed remarkable resiliency and recovered quickly from each setback.

The greatest concern for the markets in fiscal 1997 continued to be the high
valuation levels for stocks. At fiscal year-end, the overall price-earnings
ratio for the S&P 500 stood at 24. Any level over 20 has historically been
followed by a significant correction.


BOND MARKET OVERVIEW

After a tepid performance in fiscal 1996, bonds returned to more normal behavior
in 1997, generally returning their coupon yields along with modest capital
gains. 

The bellwether 30-year Treasury Bond began the year with a yield of 6.8%, and
ended with a yield of 6.4%. 

Mortgage-backed issues and corporate bonds also performed well, although the
narrowing yield spreads between the two led some investors to choose the
relative safety of government-guaranteed mortgage bonds over their corporate
counterparts.

In the municipal markets, stable rates and the absence of any potential "flat
tax" legislation resulted in a favorable environment for tax-conscious
investors.

MONEY MARKET OVERVIEW

The stable interest rate environment was also a positive for taxable and
tax-free money market instruments, which delivered a solid performance during
fiscal 1997. For much of the year, there was little reward for venturing

                               S&P 500 VALUATION

                              [LINE GRAPH OMITTED]

         THE EXTRAORDINARY RETURNS FROM COMMON STOCKS FOR THE YEAR ENDED
             SEPTEMBER 30, 1997 WERE DRIVEN PRIMARILY BY A CHANGE IN
          VALUATION. EARNINGS FOR COMPANIES IN THE S&P 500 COMMON STOCK
            INDEX, FOR EXAMPLE, ROSE ABOUT 15%. THE MARKETPLACE PUT A
        HIGHER VALUE ON THOSE EARNINGS AT THE END OF THE PERIOD COMPARED
       TO 12 MONTHS EARLIER, AS SHOWN BY THE RISE IN THE PRICE-TO-EARNINGS
             MULTIPLE FROM APPROXIMATELY 19 IN SEPTEMBER 1996 TO 24
                    IN SEPTEMBER 1997 -- AN INCREASE OF 25%.

                      [PHOTO OF CHRISTINE C. MONTZ OMITTED]
                               CHRISTINE C. MONTZ,
                        DIRECTOR OF TRUST AND INVESTMENTS
                                                          SEPTEMBER 30, 1997   5
<PAGE>
INVESTMENT ADVISER'S REPORT


out on the yield curve, leading many investors to remain in short-term
instruments such as overnight repurchase agreements.


OUTLOOK FOR FISCAL 1998

Viewed against the last one hundred years of market history, the recent
resilience of the stock market is remarkable. However, if history is any guide,
it won't always be this way. 

While a positive attitude toward the long-term outlook of the economy and
financial markets is appropriate, we believe that the potential for economic
disappointment is growing.

Unforeseen market shocks may come from any direction, whether a resurgence of
inflation, a domestic recession, or a world crisis. With valuations that are
above historical highs, the markets are ill-prepared for any hint of bad news.

Therefore, we recommend that our investors exercise caution and carefully
re-examine their tolerance for risk. In particular, those with greater-
than-normal equity positions should consider trimming back to more conservative 
allocations.

Having said that, we believe that the growth of the domestic and global
economies will continue to offer significant opportunities for investors who
adopt a long-term outlook and who are willing to endure any short-term
volatility.

In addition, we pledge that we will continue to manage our stock, bond, and
money market funds with particular attention to valuations, avoiding those
investments that could leave our portfolios vulnerable to sudden changes in
market psychology. And while we cannot immunize ourselves against market
downturns, we can make every effort to select issues with enduring value.

Overall, it remains a very good time to be an investor. We thank you for
choosing to invest in the future through the Marquis Family of Funds.

     Sincerely,


     /S/ SIGNATURE
     John C. Portwood, CFA
     Chief Investment Strategist
     First National Bank of Commerce


     /S/ SIGNATURE
     Christine C. Montz
     Director of Trust and Investments
     First National Bank of Commerce

    "THE GROWTH OF THE DOMESTIC AND GLOBAL ECONOMIES WILL CONTINUE TO OFFER
 SIGNIFICANT OPPORTUNITIES FOR INVESTORS WHO ADOPT A LONG-TERM OUTLOOK AND WHO
               ARE WILLING TO ENDURE ANY SHORT-TERM VOLATILITY."
                               CHRISTINE C. MONTZ

 6   SEPTEMBER 30, 1997

<PAGE>
MANAGEMENT'S DISCUSSION & ANALYSIS OF
FUND PERFORMANCE


TREASURY SECURITIES
MONEY MARKET FUND

For the twelve months ended September 30, 1997, the Treasury Securities Money
Market Fund generated a total return of 5.04% for Trust shares and 4.83% for
Retail shares from which a 12b-1 charge has been deducted. From inception on
February 26, 1997, the Cash Sweep Class of the Treasury Securities Money Market
Fund generated a total return on an annualized basis of 4.46%. This compares to
a 4.84% return for the IBC/Donoghue U.S. Treasury and Repo Index. The Fund's net
assets increased from $1.049 billion to $1.364 billion over the fiscal year. 

For much of the year, the Fund's largest sector weighting consisted of overnight
repurchase agreements collateralized by U.S. Treasury securities. This strategy
was designed to take advantage of a pattern in the yield curve that offered
little reward for venturing out into longer maturities. In addition, it provides
shareholders with an adequate degree of liquidity.

Looking ahead, we do not foresee a near-term slowdown in economic growth that
would cause the Federal Reserve Board to lower interest rates. On the contrary,
we feel there remains a possibility that money market rates could stay stable or
rise. Should this occur, we believe we are well positioned to take advantage of
higher rates by converting our cash assets into longer-term instruments.

TAX EXEMPT
MONEY MARKET FUND

For the twelve months ended September 30, 1997, the Tax Exempt Money Market Fund
generated a total return of 3.12%. This compares to a 3.08% return for the
IBC/Donoghue Tax-Free Index. The Fund's net assets increased from $66.2 million
to $76.7 million over the fiscal year. 

Short-term interest rates were stable during most of the fiscal year, except for
a quarter-percent hike by the Federal Reserve Board ("the Fed") in March 1997.
Other fundamental factors in the short-term municipal securities market remained
favorable as well, including steady demand coupled with a declining supply.

In this environment, the Fund was able to follow up on its strong performance of
1996 with another excellent year.

Looking ahead, we see a continuation of current conditions, as moderate economic
growth and low inflation add up to an ideal environment for stability in the
short-term municipal markets. However, any imbalance in such factors as
employment, consumer and producer prices, or consumer sentiment could spur the
Fed to push short-term rates higher. 

                       [PHOTO OF GERALD S. DUGAL OMITTED]
                        GERALD S. DUGAL, VICE PRESIDENT,
                                    TRUST AND
                                   INVESTMENTS

                                                          SEPTEMBER 30, 1997   7
<PAGE>
MANAGEMENT'S DISCUSSION & ANALYSIS OF
FUND PERFORMANCE


GOVERNMENT SECURITIES FUND

For the twelve months ended September 30, 1997, the Government Securities Fund
generated a total return of 8.22% for Class A shares without a sales load, 4.46%
for Class A shares from which a sales charge has been deducted, and 3.90% for
Class B shares from which a sales charge has been deducted. This compares to a
7.83% return for the Lehman Intermediate Government Bond Index. 

The Fund's holdings, which consist primarily of obligations issued or guaranteed
as to principal and interest by the U.S. Government and its agencies or
instrumentalities, ended the fiscal year with an average weighted maturity of
6.0 years, and a weighted average duration of 3.7 years.

The Fund's strong performance for the fiscal year was attributable to a
favorable economic environment, along with portfolio strategies that enhanced
yields.

The domestic economy continued to benefit from low inflation, despite moderate
economic growth and the lowest unemployment levels in decades. As a result, the
Federal Reserve Board found little cause to increase interest rates. Outside of
a modest hike in short-term rates in March 1997, bonds enjoyed a relatively
stable environment for most of the fiscal year.

Throughout the year, the Fund maintained its strategy of overweighting the
non-callable sector of the government market, with Treasury and agency
securities representing over half of the portfolio. The balance of the portfolio
was composed primarily of mortgage-backed instruments and collateralized
mortgage obligations, which provided incremental yield without compromising
quality. The short-term portion of the portfolio was held to only about 4%
during most of the period.

Looking ahead, we see a continuation of the favorable economic trends that have
prevailed over the past year. Long-term interest rates are declining worldwide,
while the domestic economy continues to experience moderate growth with low
inflation. We believe that good values are plentiful in the government bond
markets and that real rates are attractive relative to historical norms.

In light of these conditions, we plan to continue our strategy of pursuing high
quality and above-average yields. We will view any cyclical upswings in yields
as buying opportunities.

                           [PHOTO OF CAPITOL OMITTED]
                        [PHOTO OF KEVIN P. REED OMITTED]
                                 KEVIN P. REED,
                        SENIOR VICE PRESIDENT, TRUST AND
                                   INVESTMENTS

8   SEPTEMBER 30, 1997
<PAGE>
                             [PHOTO OF MAN OMITTED]

- -----------------------------------------------
                     AVERAGE  AVERAGE  AVERAGE
                     ANNUAL   ANNUAL   ANNUAL
  CLASS    ONE YEAR  3 YEAR   5 YEAR   10 YEAR
OF SHARES   RETURN   RETURN   RETURN   RETURN
- -----------------------------------------------
CLASS A WITHOUT
LOAD         8.22%    7.69%    5.50%    7.93%
- -----------------------------------------------
CLASS A WITH
LOAD         4.46     6.42     4.75     7.54
- -----------------------------------------------
CLASS B WITHOUT
LOAD         7.40     6.87     4.89     7.61
- -----------------------------------------------
CLASS B WITH
LOAD         3.90     6.28     4.81     7.61
- -----------------------------------------------

FOR THE PERIOD ENDED SEPTEMBER 30, 1997.
PAST PERFORMANCE OF THE FUND IS NOT PREDICTIVE OF FUTURE PERFORMANCE. CLASS A
SHARES WERE OFFERED BEGINNING OCTOBER 1, 1993. CLASS B SHARES WERE OFFERED
BEGINNING OCTOBER 22, 1993. PERFORMANCE OF THE CLASS A SHARES REFLECTS THE
MAXIMUM FRONT END SALES CHARGE OF 3.50%. PERFORMANCE OF THE CLASS B SHARES
REFLECTS THE MAXIMUM CONTINGENT DEFERRED SALES CHARGE OF 1.25% FOR THE FOUR-YEAR
HOLDING PERIOD. THE PERFORMANCE QUOTED INCLUDES PAST PERFORMANCE OF THE COMMON
TRUST FUND MANAGED BY FIRST NATIONAL BANK OF COMMERCE, ADJUSTED FOR FEES AND
EXPENSES, FOR THE PERIODS PRIOR TO THE INCEPTION OF THE GOVERNMENT SECURITIES
FUND. THE COMMON TRUST FUND WAS NOT REGISTERED UNDER THE 1940 ACT AND THEREFORE
WAS NOT SUBJECT TO CERTAIN INVESTMENT RESTRICTIONS WHICH MAY HAVE ADVERSELY
AFFECTED PERFORMANCE. THE PERFORMANCE OF THE LEHMAN INTERMEDIATE GOVERNMENT BOND
INDEX AND THE LIPPER INTERMEDIATE U.S. GOVERNMENT AVERAGE DOES NOT INCLUDE
ANNUAL OPERATING EXPENSES WHICH ARE EXPERIENCED BY THE FUND.

           COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT
                       IN THE GOVERNMENT SECURITIES FUND
                 VERSUS THE LEHMAN INTERMEDIATE GOVERNMENT BOND
           INDEX AND THE LIPPER INTERMEDIATE U.S. GOVERNMENT AVERAGE

                              [LINE GRAPH OMITTED]
CLASS A
       Government     Government     Lehman Intermediate   Lipper Intermediate 
       Securities  Securities Fund,    Government Bond        U.S. Government 
          Fund          w/load              Index                 Average

9/87     10000           9650               10000                  10000
9/88     11095          10707               11062                  11140
9/89     11990          11571               12127                  12185
9/90     12852          12403               13168                  13076
9/91     14660          14146               14956                  14925
9/92     16401          15827               16818                  16699
9/93     17897          17270               18105                  18068
9/94     17602          16986               17833                  17400
9/95     19510          18827               19727                  19345
9/96     20309          19599               20733                  20088
9/97     21439          20689               22356                  21729
                                                    

                              [LINE GRAPH OMITTED]
CLASS B
       Government     Government     Lehman Intermediate   Lipper Intermediate 
       Securities  Securities Fund,    Government Bond        U.S. Government 
          Fund          w/load              Index                 Average

9/87     10000          10000               10000                   10000
9/88     11095          11095               11062                   11140
9/89     11990          11990               12127                   12185
9/90     12852          12852               13168                   13076
9/91     14660          14660               14956                   14925
9/92     16401          16401               16818                   16699
9/93     17457          17457               18105                   18068
9/94     17059          17059               17833                   17400
9/95     18782          18782               19727                   19345
9/96     19389          19389               20733                   20088
9/97     20824          20824               22356                   21729
                                                   
                                                          SEPTEMBER 30, 1997   9
<PAGE>

MANAGEMENT'S DISCUSSION & ANALYSIS OF
FUND PERFORMANCE

   COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE STRATEGIC
 INCOME BOND FUND VERSUS THE SALOMON BROAD BOND INDEX, AND THE LIPPER CORPORATE
          DEBT BBB RATED AVERAGE, AND THE LEHMAN AGGREGATE BOND INDEX

                              [LINE GRAPH OMITTED]
CLASS A
        Strategic   Strategic    Salomon       Lipper         Lehman
         Income      Income       Broad      Corporate       Aggregate
          Bond      Bond Fund     Bond        Debt BBB         Bond 
          Fund       w/load       Index     Rated Average     Index

1/97     10000         9650       10000        10000           10000
2/97      9935         9587       10011        10046           10025
3/97      9765         9423        9910         9900            9914
4/97      9927         9580       10052        10041           10062
5/97     10009         9658       10146        10149           10158
6/97     10146         9791       10267        10294           10279
7/97     10506        10138       10545        10638           10556
8/97     10363        10000       10454        10505           10467
9/97     10550        10180       10608        10682           10622
                                                     


                              [LINE GRAPH OMITTED]
CLASS B
        Strategic   Strategic    Salomon       Lipper         Lehman
         Income      Income       Broad      Corporate       Aggregate
          Bond      Bond Fund     Bond        Debt BBB         Bond 
          Fund       w/load       Index     Rated Average     Index

1/97     10000        10000       10000        10000           10000
2/97      9939         9939       10011        10046           10025
3/97      9766         9766        9910         9900            9914
4/97      9913         9913       10052        10041           10062
5/97     10000        10000       10146        10149           10158
6/97     10120        10120       10267        10294           10279
7/97     10473        10473       10545        10638           10556
8/97     10335        10335       10454        10505           10467
9/97     10504        10154       10608        10682           10622
                                                      
- -------------------------------------------------------
  CLASS     ANNUALIZED INCEPTION   CUMULATIVE INCEPTION
OF SHARES         TO DATE                 TO DATE
- -------------------------------------------------------
CLASS A WITHOUT
LOAD              8.26%                    5.50%
- -------------------------------------------------------
CLASS A WITH
LOAD              2.77                     1.83
- -------------------------------------------------------
CLASS B WITHOUT
LOAD              7.57                     5.04
- -------------------------------------------------------
CLASS B WITH
LOAD              2.33                     1.54
- -------------------------------------------------------

FOR THE PERIOD ENDED SEPTEMBER 30, 1997.
PAST PERFORMANCE OF THE FUND IS NOT PREDICTIVE OF FUTURE PERFORMANCE. CLASS A
AND B SHARES WERE OFFERED BEGINNING JANUARY 31, 1997. PERFORMANCE OF THE CLASS A
SHARES REFLECTS THE MAXIMUM FRONT END SALES CHARGE OF 3.50%. PERFORMANCE OF THE
CLASS B SHARES REFLECTS THE MAXIMUM CONTINGENT DEFERRED SALES CHARGE OF 3.50%
FOR THE ONE-YEAR HOLDING PERIOD. THE PERFORMANCE OF THE SALOMON BROAD BOND
INDEX, THE LIPPER CORPORATE DEBT BBB RATED AVERAGE, AND THE LEHMAN AGGREGATE
BOND INDEX DOES NOT INCLUDE ANNUAL OPERATING EXPENSES WHICH ARE EXPERIENCED BY
THE FUND.


STRATEGIC INCOME BOND FUND

From its inception on January 31, 1997, the Strategic Income Bond Fund generated
a total return on an annualized basis of 8.26% for Class A shares without a
sales load, 2.77% for Class A shares from which a sales charge has been
deducted, and 2.33% for Class B shares from which a sales charge has been
deducted. This compares to a 9.74% return for the Lehman Aggregate Bond Index
and 9.70% for the Salomon Broad Bond Index. The Fund's net assets reached $16.0
million by the end of the fiscal year. 

During fiscal 1997, the Fund increased its weighting in high-quality corporate
bonds, which at year-end represented nearly two-thirds of the total portfolio.
The balance of the portfolio was composed primarily of Federal agency
mortgage-backed instruments. This approach allowed us to capture the higher
yields currently available in corporate issues.

Looking ahead, we believe that the current interest rate environment offers good
opportunities for fixed income investors, with our forecasts showing stable
interest rates for the near-term future.

However, we remain concerned that an unforeseen event, such as the economy
running at full capacity -- and any inflationary side effects of this 
scenario -- or an upward spike in oil prices, could have an adverse impact on 
the fixed income markets.

10   SEPTEMBER 30, 1997

<PAGE>



LOUISIANA TAX-FREE
INCOME FUND

For the twelve months ended September 30, 1997, the Louisiana Tax-Free Income
Fund generated a total return of 7.77% for Class A shares without a sales load,
3.95% for Class A shares from which a sales charge has been deducted, and 3.49%
for Class B shares from which a sales charge has been deducted. This compares to
a 7.22% return for the Lipper Intermediate Municipal Fund Index and a 9.03%
return for the Lehman Municipal Bond Index. The Fund's net assets increased from
$21.6 million to $39.6 million over the fiscal year. 

The Fund's holdings, consisting primarily of securities which are exempt from
federal and state income tax to Louisiana residents, ended the fiscal year with
an average weighted maturity of 8.5 years, an average duration of 6.4 years, and
a weighted average quality rating of AAA.

Throughout the fiscal year, the Fund benefited from a stable interest rate
environment, as economic growth and inflation remained low. These conditions set
the stage for a period in which the fund was able to deliver its full coupon
yields, as well as some modest capital gains.

For most of the year, the Fund was overweighted in the highest quality sectors
of the Louisiana bond market. This somewhat defensive posture was designed to
shield against any fallout from the recent closing of a major 

        COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE
    LOUISIANA TAX-FREE INCOME FUND VERSUS THE LIPPER INTERMEDIATE MUNICIPAL
                  FUND INDEX, THE LEHMAN MUNICIPAL BOND INDEX,
                  AND THE LEHMAN 10-YEAR MUNICIPAL BOND INDEX

                              [LINE GRAPH OMITTED]
CLASS A
         Louisiana     Louisiana        Lipper      Lehman      Lehman 
         Tax-Free   Tax-Free Income  Intermediate  Municipal    10-Year 
         Income          Fund          Municipal     Bond      Municipal
          Fund          w/load        Fund Index     Index     Bond Index

10/93     10000          9650            10000        10000       10000
 3/94      9564          9229             9707         9566        9592
 9/94      9719          9379             9861         9738        9801
 3/95     10138          9784            10251        10276       10314
 9/95     10597         10226            10723        10827       10958
 3/96     10823         10445            10954        11138       11228
 9/96     11071         10684            11192        11482       11488
 3/97     11317         10921            11420        11747       11812
 9/97     11932         11514            11998        12519       12580
                                                            


                              [LINE GRAPH OMITTED]
CLASS B
         Louisiana     Louisiana        Lipper      Lehman      Lehman 
         Tax-Free   Tax-Free Income  Intermediate  Municipal    10-Year 
         Income          Fund          Municipal     Bond      Municipal
          Fund          w/load        Fund Index     Index     Bond Index

10/93    10000           10000          10000        10000       10000
 3/94     9642            9642           9769         9650        9671
 9/94     9753            9753           9925         9824        9882
 3/95    10136           10136          10317        10367       10399
 9/95    10554           10554          10792        10923       11049
 3/96    10741           10741          11024        11237       11321
 9/96    10934           10934          11264        11584       11583
 3/97    11147           11147          11493        11851       11910
 9/97    11698           11573          12075        12630       12684
                                                           
- ----------------------------------------------------
                     AVERAGE ANNUAL  AVERAGE ANNUAL
  CLASS    ONE YEAR      3 YEAR     RETURN INCEPTION
OF SHARES   RETURN       RETURN          TO DATE
- ----------------------------------------------------
CLASS A WITHOUT
LOAD         7.77%        7.07%           4.55%
- ----------------------------------------------------
CLASS A WITH
LOAD         3.95         5.81            3.63
- ----------------------------------------------------
CLASS B WITHOUT
LOAD         6.99         6.25            4.23
- ----------------------------------------------------
CLASS B WITH
LOAD         3.49         5.65            3.94
- ----------------------------------------------------

FOR THE PERIOD ENDED SEPTEMBER 30, 1997.
PAST PERFORMANCE OF THE FUND IS NOT PREDICTIVE OF FUTURE PERFORMANCE. CLASS A
SHARES WERE OFFERED BEGINNING OCTOBER 1, 1993. CLASS B SHARES WERE OFFERED
BEGINNING OCTOBER 22, 1993. PERFORMANCE OF THE CLASS A SHARES REFLECTS THE
MAXIMUM FRONT END SALES CHARGE OF 3.50%. PERFORMANCE OF THE CLASS B SHARES
REFLECTS THE MAXIMUM CONTINGENT DEFERRED SALES CHARGE OF 1.25% FOR THE FOUR-YEAR
HOLDING PERIOD. THE PERFORMANCE OF THE LIPPER INTERMEDIATE MUNICIPAL FUND INDEX,
THE LEHMAN MUNICIPAL BOND INDEX, AND THE LEHMAN 10-YEAR MUNICIPAL BOND INDEX
DOES NOT INCLUDE ANNUAL OPERATING EXPENSES WHICH ARE EXPERIENCED BY THE FUND.

                                                         SEPTEMBER 30, 1997   11
<PAGE>

MANAGEMENT'S DISCUSSION & ANALYSIS OF
FUND PERFORMANCE

LOUISIANA TAX-FREE INCOME FUND (CONTINUED)

casino in New Orleans. Ultimately, however, increased tax revenues from the
ongoing boom in the energy industry have far outweighed the casino-related
losses. 

Looking ahead, we remain positive about the future of Louisiana-based municipal 
issues, as the state's economy continues to grow and supply/demand factors 
point to relatively stable prices. However, we plan to maintain our bias toward 
the highest quality issues. We will stay alert to signs of inflationary 
pressures that could impact total returns.


BALANCED FUND

For the twelve months ended September 30, 1997, the Balanced Fund generated a
total return of 26.10% for Class A shares without a sales load, 21.69% for Class
A shares from which a sales charge has been deducted, and 21.69% for Class B
shares from which a sales charge has been deducted. This compares to a 24.03%
return for the Lipper Balanced Funds Average, a 40.43% return for the S&P 500
Composite Index, and a 7.83% return for the Lehman Intermediate Govern-ment Bond
Index. The Fund's net assets increased from $116.4 million to $138.9 million
over the fiscal year. 

During the year, the Fund shifted to a somewhat more aggressive position,
increasing its proportion of stocks to about 55% of the portfolio, while bond
holdings represented about 40% and cash about 5%. This ratio reflected our
increasing confidence in the economy, which continued to demonstrate a
surprising combination of moderate growth and low inflation. The Fund's
proportions proved to be justified, as stocks outperformed bonds by a
significant margin.

The bond portion of the Fund produced solid gains through a combination of
coupon yields and capital appreciation. Bonds benefited from a relatively stable
environment in which rates actually declined somewhat over the course of the
fiscal year.

The Fund continued to emphasize intermediate-term government bonds for their
relative safety and stability. In

                      [PHOTO OF GREG W. HODLEWSKY OMITTED]
                               GREG W. HODLEWSKY,
                            VICE PRESIDENT, TRUST AND
                                   INVESTMENTS

12   SEPTEMBER 30, 1997
<PAGE>

addition, we increased the proportion of mortgage-backed securities in order to
take advantage of incremental yield opportunities. Mortgage-backed instruments
were favored over corporate bonds, due to the fact that they offered a superior
risk/return profile in the market at that time.

The stock portion of the Balanced Fund, which pursues a strategy that combines
value and growth issues, with a value emphasis, also produced positive results
as the value and growth sectors exchanged leadership positions during the course
of the year.

The stock portfolio maintained a relatively defensive posture, with a bias
toward issues in the banking, consumer nondurables, and energy industries, where
price-earnings ratios tend to be below average. Among the better performers in
the portfolio were Parker-Hannifin, Tech Data Corp, SLM Holding Corp, and
Compaq.

Looking ahead, we believe the Balanced Fund remains well positioned for the
current environment, which offers the potential for strong returns from both
bonds and stocks. We anticipate a continuation of the favorable economic
climate, as global competition serves to prevent sharp price increases, while
productivity improvements help to boost corporate profits.

Still, we remain alert to the possibility of inflationary pressures which could
lead the Federal Reserve Board to hike interest rates. Therefore, we do not
currently anticipate any major changes in the Fund's proportions or in its
underlying investment strategies.

        COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE
  BALANCED FUND VERSUS THE WILSHIRE MID-CAP VALUE INDEX, THE S&P 500 COMPOSITE
  INDEX, THE LEHMAN INTERMEDIATE GOVERNMENT BOND INDEX AND THE LIPPER BALANCED
                                 FUNDS AVERAGE

                              [LINE GRAPH OMITTED]
CLASS A
                                 Wilshire                 Lehman      Lipper 
                    Balanced     Mid-Cap    S&P 500    Intermediate  Balanced
        Balanced      Fund        Value    Composite    Government     Funds 
          Fund       w/load       Index      Index      Bond Index    Average

10/93    10000         9650        10000     10000       10000         10000
 3/94     9752         9411         9605      9646        9807          9712
 9/94     9859         9514         9870     10159        9827          9882
 3/95    10365        10002        10342     11145       10227         10396
 9/95    11593        11188        12469     13176       10871         11767
 3/96    12272        11843        13611     14718       11158         12579
 9/96    12649        12207        13823     15853       11426         13224
 3/97    13303        12838        15146     17635       11686         13946
 9/97    15950        15393        18888     22264       12321         16396
                                                               


                              [LINE GRAPH OMITTED]
CLASS B
                                 Wilshire                 Lehman      Lipper 
                    Balanced     Mid-Cap    S&P 500    Intermediate  Balanced
        Balanced      Fund        Value    Composite    Government     Funds 
          Fund       w/load       Index      Index      Bond Index    Average

10/93    10000        10000       10000      10000         10000       10000
 3/94     9726         9726        9605       9646          9807        9712
 9/94     9788         9788        9870      10159          9827        9882
 3/95    10250        10250       10342      11145         10227       10396
 9/95    11428        11428       12469      13176         10871       11767
 3/96    12052        12052       13611      14718         11158       12579
 9/96    12376        12376       13823      15853         11426       13224
 3/97    12969        12969       15146      17635         11686       13946
 9/97    15494        15369       18888      22264         12321       16396
                                                                  

- ----------------------------------------------
                       AVERAGE     AVERAGE
                       ANNUAL   ANNUAL RETURN
  CLASS    ONE YEAR    3 YEAR     INCEPTION
OF SHARES   RETURN     RETURN      TO DATE
- ----------------------------------------------
CLASS A WITHOUT
LOAD        26.10%      17.40%      12.50%
- ----------------------------------------------
CLASS A WITH
LOAD        21.69       16.00       11.51
- ----------------------------------------------
CLASS B WITHOUT
LOAD        25.19       16.54       11.76
- ----------------------------------------------
CLASS B WITH
LOAD        21.69       16.05       11.53
- ----------------------------------------------

FOR THE PERIOD ENDED SEPTEMBER 30, 1997.
PAST PERFORMANCE OF THE FUND IS NOT PREDICTIVE OF FUTURE PERFORMANCE. CLASS A
SHARES WERE OFFERED BEGINNING OCTOBER 1, 1993. CLASS B SHARES WERE OFFERED
BEGINNING OCTOBER 22, 1993. PERFORMANCE OF THE CLASS A SHARES REFLECTS THE
MAXIMUM FRONT END SALES CHARGE OF 3.50%. PERFORMANCE OF THE CLASS B SHARES
REFLECTS THE MAXIMUM CONTINGENT DEFERRED SALES CHARGE OF 1.25% FOR THE FOUR-YEAR
HOLDING PERIOD. THE PERFORMANCE OF THE WILSHIRE MID-CAP VALUE INDEX, THE S&P 500
COMPOSITE INDEX, THE LEHMAN INTERMEDIATE GOVERNMENT BOND INDEX, AND THE LIPPER
BALANCED FUNDS AVERAGE DOES NOT INCLUDE ANNUAL OPERATING EXPENSES WHICH ARE
EXPERIENCED BY THE FUND.

                                                         SEPTEMBER 30, 1997   13
<PAGE>
MANAGEMENT'S DISCUSSION & ANALYSIS OF
FUND PERFORMANCE

            COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT
       IN THE VALUE EQUITY FUND VERSUS THE WILSHIRE MID-CAP VALUE INDEX,
       THE S&P 500 COMPOSITE INDEX, AND THE LIPPER EQUITY INCOME AVERAGE

                              [LINE GRAPH OMITTED]
CLASS A
                   Value   Wilshire    S&P     Lipper
          Value   Equity   Mid-Cap     500     Equity 
         Equity    Fund,    Value   Composite  Income
          Fund    w/load    Index     Index    Average

9/87     10000     9650     10000     10000      10000
9/88      8865     8555     10068      8760       9624
9/89     10844    10464     12730     11646      12026
9/90      9862     9517      9476     10571      10470
9/91     12669    12226     14086     13858      13427
9/92     13068    12611     16888     15395      14930
9/93     15650    15103     21625     17387      17612
9/94     15395    14857     21126     18029      17959
9/95     19264    18590     26688     23383      21588
9/96     21842    21077     29589     28135      25289
9/97     31730    30619     40431     39510      33925
                                           


                              [LINE GRAPH OMITTED]
CLASS B
                   Value   Wilshire    S&P     Lipper
          Value   Equity   Mid-Cap     500     Equity 
         Equity    Fund,    Value   Composite  Income
          Fund    w/load    Index     Index    Average

9/87     10000    10000     10000     10000     10000
9/88      8865     8865     10068      8760      9624
9/89     10844    10844     12730     11646     12026
9/90      9862     9862      9476     10571     10470
9/91     12669    12669     14086     13858     13427
9/92     13068    13068     16888     15395     14930
9/93     15650    15650     21625     17387     17612
9/94     15305    15305     21126     18029     17959
9/95     19004    19004     26688     23383     21588
9/96     21377    21377     29589     28135     25289
9/97     30850    30850     40431     39510     33925

- ---------------------------------------------------------
                      AVERAGE      AVERAGE      AVERAGE 
  CLASS   ONE YEAR    ANNUAL 3    ANNUAL 5     ANNUAL 10
OF SHARES  RETURN   YEAR RETURN  YEAR RETURN  YEAR RETURN
- ---------------------------------------------------------
CLASS A WITHOUT
LOAD        45.27%     27.26%      19.41%        12.24%
- ---------------------------------------------------------
CLASS A WITH
LOAD        40.17      25.76       18.59         11.83
- ---------------------------------------------------------
CLASS B WITHOUT
LOAD        44.31      26.32       18.74         11.92
- ---------------------------------------------------------
CLASS B WITH
LOAD        40.81      25.90       18.69         11.92
- ---------------------------------------------------------
FOR THE PERIOD ENDED SEPTEMBER 30, 1997.
PAST PERFORMANCE OF THE FUND IS NOT PREDICTIVE OF FUTURE PERFORMANCE. CLASS A
SHARES WERE OFFERED BEGINNING OCTOBER 1, 1993. CLASS B SHARES WERE OFFERED
BEGINNING OCTOBER 22, 1993. PERFORMANCE OF THE CLASS A SHARES REFLECTS THE
MAXIMUM FRONT END SALES CHARGE OF 3.50%. PERFORMANCE OF THE CLASS B SHARES
REFLECTS THE MAXIMUM CONTINGENT DEFERRED SALES CHARGE OF 1.25% FOR THE FOUR-YEAR
HOLDING PERIOD. THE PERFORMANCE QUOTED INCLUDES PAST PERFORMANCE OF THE COMMON
TRUST FUND MANAGED BY FIRST NATIONAL BANK OF COMMERCE ADJUSTED FOR FEES AND 
EXPENSES. THE COMMON TRUST FUND WAS NOT REGISTERED UNDER THE 1940 ACT AND 
THEREFORE WAS NOT SUBJECT TO CERTAIN INVESTMENT RESTRICTIONS WHICH MAY HAVE 
ADVERSELY AFFECTED PERFORMANCE. THE PERFORMANCE OF THE WILSHIRE MID-CAP VALUE 
INDEX, THE S&P 500 COMPOSITE INDEX, AND THE LIPPER EQUITY INCOME AVERAGE DOES 
NOT INCLUDE ANNUAL OPERATING EXPENSES WHICH ARE EXPERIENCED BY THE FUND.


VALUE EQUITY FUND

For the twelve months ended September 30, 1997, the Value Equity Fund generated
a total return of 45.27% for Class A shares without a sales load, 40.17% for
Class A shares from which a sales charge has been deducted, and 40.81% for Class
B shares from which a sales charge has been deducted. This compares to a 36.64%
return for the Wilshire Mid-Cap Value Index and a 40.43% return for the S&P 500
Composite Index. The Fund's net assets increased from $97.5 million to $144.1
million over the fiscal year. 

The Fund's strong performance is attributable to a resurgence in the "value"
sector of the market and to portfolio decisions made throughout the year.

For the first half of fiscal 1997, the markets were dominated by a small group
of large multinational companies represented in the upper echelon of the S&P 500
Composite Index. However, as the increasingly high valuations of these issues
began to raise eyebrows among even the most optimistic investors, market
sentiment shifted somewhat toward stocks with more reasonable multiples,
particularly in the long-dormant small- and mid-cap sectors.

Throughout the year, the Fund maintained its relatively defensive posture,
emphasizing large- and mid-cap issues whose price-earnings ratios were well
below the market average.

14   SEPTEMBER 30, 1997
<PAGE>

One goal of this strategy is to protect the portfolio against the full impact of
any downturns in the market. And when put to the test in March 1997 by a ten
percent drop in the overall market, our strategy did in fact result in a lesser
decline. 

The portfolio continued to be heavily weighted in a variety of industries where
multiples tend to remain lower, such as banking, consumer nondurables, selective
technology companies, and energy/minerals. However, we have deliberately avoided
any attempt to focus on broad sectors of the market, preferring to select issues
based on their individual merits.

Among the strongest performers in our portfolio during the past twelve months
were SCI Systems, Transocean Offshore, BankAmerica, and Cummins Engine.

Looking ahead, we plan to continue our emphasis on undervalued stocks that offer
above-average growth prospects and the chance for positive earnings surprises.
We believe that these issues will continue to offer a favorable combination of
capital appreciation potential and below-average risk.

GROWTH EQUITY FUND

For the twelve months ended September 30, 1997, the Growth Equity Fund generated
a total return of 31.25% for Class A shares without a sales load, 26.64% for
Class A shares from which a sales charge has been deducted, and 26.91% for Class
B shares from which a sales charge has been deducted. This compares to a 41.48%
return for the S&P 500/BARRA Growth Index and a 25.95% return for the Wilshire
Mid-Cap Growth Index. While the Fund has characteristics in common with both
indices, it more closely reflects the capitalization levels of the Wilshire
Mid-Cap Growth Index. The Fund's net assets increased from $18.5 million to
$33.4 million over the fiscal year. 

Coming off a very strong fiscal 1996, the Fund continued to benefit from a surge
in enthusiasm for growth-oriented companies. Along with the overall stock
market, this sector has benefited from the favorable combination of moderate
economic growth, low inflation, and strong inflows of investor funds. Moreover,
growth companies have enjoyed special attention as the source of products and
services that boost productivity, making today's economic environment possible.

With significant holdings in the technology sector, as well as in healthcare,
manufacturing, and consumer nondurables, the Fund participated fully in this
ongoing rally.

 "WITH SIGNIFICANT HOLDINGS IN THE TECHNOLOGY SECTOR, AS WELL AS IN HEALTHCARE,
  MANUFACTURING, AND CONSUMER NONDURABLES, THE GROWTH EQUITY FUND PARTICIPATED
                         FULLY IN THIS ONGOING RALLY."
                                JOHN C. PORTWOOD

                                                         SEPTEMBER 30, 1997   15
<PAGE>
MANAGEMENT'S DISCUSSION & ANALYSIS OF
FUND PERFORMANCE

 COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT IN THE GROWTH EQUITY
 FUND VERSUS THE WILSHIRE MID-CAP GROWTH INDEX, THE S&P 500/BARRA GROWTH INDEX,
                      AND THE LIPPER GROWTH FUNDS AVERAGE

                              [LINE GRAPH OMITTED]
CLASS A
                  Growth  Wilshire  S&P 500/  Lipper
         Growth   Equity   Mid-Cap   BARRA    Growth
         Equity    Fund    Growth    Growth   Funds 
          Fund    w/load    Index    Index   Average

 3/96     10000     9650    10000    10000    10000
 6/96     10496    10129    10315    10701    10456
 9/96     10966    10583    10599    11078    10765
12/96     11368    10970    10736    11883    11340
 3/97     11165    10755    10176    12308    11207
 6/97     13034    12578    11790    14804    12985
 9/97     14393    13889    13351    15674    14363
                                            


                              [LINE GRAPH OMITTED]
CLASS B
                  Growth  Wilshire  S&P 500/  Lipper
         Growth   Equity   Mid-Cap   BARRA    Growth 
         Equity    Fund    Growth    Growth   Funds 
          Fund    w/load    Index    Index   Average

 4/96    10000    10000    10000     10000   10000
 6/96    10232    10232     9738     10498   10128
 9/96    10658    10658    10005     10867   10427
12/96    11037    11037    10135     11657   10984
 3/97    10825    10825     9607     12073   10856
 6/97    12609    12609    11130     14522   12577
 9/97    13898    13898    12604     15376   13912

- ---------------------------------------------
  CLASS      ONE YEAR   AVERAGE ANNUAL RETURN
OF SHARES     RETURN      INCEPTION TO DATE
- ---------------------------------------------
CLASS A WITHOUT
LOAD          31.25%           26.43%
- ---------------------------------------------
CLASS A WITH
LOAD          26.64            23.61
- ---------------------------------------------
CLASS B WITHOUT
LOAD          30.41            27.04
- ---------------------------------------------
CLASS B WITH
LOAD          26.91            25.34
- ---------------------------------------------

FOR THE PERIOD ENDED SEPTEMBER 30, 1997.
PAST PERFORMANCE OF THE FUND IS NOT PREDICTIVE OF FUTURE PERFORMANCE. CLASS A
SHARES WERE OFFERED BEGINNING MARCH 1, 1996. CLASS B SHARES WERE OFFERED
BEGINNING APRIL 19, 1996. PERFORMANCE OF THE CLASS A SHARES REFLECTS THE MAXIMUM
FRONT END SALES CHARGE OF 3.50%. PERFORMANCE OF THE CLASS B SHARES REFLECTS THE
MAXIMUM CONTINGENT DEFERRED SALES CHARGE OF 2.00% FOR THE THREE-YEAR HOLDING
PERIOD. THE PERFORMANCE OF THE WILSHIRE MID-CAP GROWTH INDEX, THE S&P 500/BARRA
GROWTH INDEX AND THE LIPPER GROWTH FUNDS AVERAGE DOES NOT INCLUDE ANNUAL
OPERATING EXPENSES WHICH ARE EXPERIENCED BY THE FUND.

GROWTH EQUITY FUND (CONTINUED)

Among the best performers in the portfolio for the fiscal year were computer
issues such as Compaq Corporation, Dell Computer, and Gateway 2000, as well as
healthcare leaders such as Eli Lilly, Merck, and Schering-Plough. 

Looking ahead, we are concerned that the level of optimism about the economy in
general and growth stocks in particular may be reaching the level of excess.

Therefore, we continue to manage the Growth Equity Fund in a conservative
manner. We have trimmed our technology holdings in recent months and continue to
avoid those issues whose prices reflect overconfidence in the future. And while
we believe there are still many opportunities available to growth-oriented
investors, we are keenly aware of the risks that are inherent in today's
superheated market.

16   SEPTEMBER 30, 1997
<PAGE>


SMALL CAP EQUITY FUND

For the twelve months ended September 30, 1997, the Small Cap Equity Fund
generated a return of 20.60% for Class A shares without a sales load, 16.35% for
Class A shares from which a sales charge has been deducted, and 16.32% for Class
B shares from which a sales charge has been deducted. This compares to a 23.36%
return for the Russell 2000 Growth Index for the same period. The Fund's net
assets reached $4.3 million by the end of the fiscal year. 

Small-cap growth stocks generally underperformed for much of the fiscal year, as
large-cap issues continued to dominate the equity markets. However, as the final
quarter approached, the small-cap sector began to gain momentum and appeared to
be poised for a sustainable revival.

The Marquis Small Cap Equity Fund currently invests substantially all of its
assets in the SEI Institutional Managed Trust Small Cap Growth Portfolio.

The portfolio was hampered somewhat by weakness in individual technology and 
pharmaceutical issues. However, favorable stock selection in the producer goods
and energy sectors helped to compensate for these weaknesses.

Among the portfolio's best performers for the year were Cliffs Drilling and
Patterson Energy in the oil services sector, Imperial Credit Industries and
Astoria Financial Corp. in the financial services sector, and Medaphys in the
healthcare sector.

            COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT
                    IN THE SMALL CAP EQUITY FUND VERSUS THE
        RUSSELL 2000 GROWTH INDEX AND THE LIPPER SMALL CAP FUNDS AVERAGE

                              [LINE GRAPH OMITTED]
CLASS A
         Small   Small Cap   Russell   Lipper
          Cap     Equity      2000    Small Cap
        Equity     Fund,     Growth    Funds
         Fund     w/load      Index    Average

4/92     10000     9650       10000    10000
9/92     10664    10291        9522     9895
3/93     12496    12059       10937    11734
9/93     14663    14150       12301    13161
3/94     14574    14064       12110    13121
9/94     14663    14150       12408    13441
3/95     15921    15364       12992    14193
9/95     20731    20005       15904    17328
3/96     22273    21493       17067    18764
9/96     26180    25263       17910    20586
3/97     22135    21360       16074    19656
9/97     31573    30468       22092    26828
                        


                              [LINE GRAPH OMITTED]
CLASS B
         Small   Small Cap   Russell   Lipper
          Cap     Equity      2000    Small Cap
        Equity     Fund,     Growth    Funds
         Fund     w/load      Index    Average

4/92     10000    10000      10000      10000
9/92     10610    10610       9522       9895
3/93     12389    12389      10937      11734
9/93     14490    14490      12301      13161
3/94     14357    14357      12110      13121
9/94     14377    14377      12408      13441
3/95     15540    15540      12992      14193
9/95     20171    20171      15904      17328
3/96     21604    21604      17067      18764
9/96     25263    25263      17910      20586
3/97     21309    21309      16074      19656
9/97     30272    30272      22092      26828
                                   
- ----------------------------------------------------------
                                                AVERAGE
                     AVERAGE       AVERAGE   ANNUAL RETURN
  CLASS   ONE YEAR   ANNUAL 3     ANNUAL 5     INCEPTION
OF SHARES  RETURN  YEAR RETURN   YEAR RETURN    TO DATE
- ----------------------------------------------------------
CLASS A WITHOUT
LOAD       20.60%     29.13%        24.24%       23.50%
- ----------------------------------------------------------
CLASS A WITH
LOAD       16.35      27.63         23.39        22.71
- ----------------------------------------------------------
CLASS B WITHOUT
LOAD       19.82      28.17         23.33        22.59
- ----------------------------------------------------------
CLASS B WITH
LOAD       16.32      27.76         23.29        22.59
- ----------------------------------------------------------

FOR THE PERIOD ENDED SEPTEMBER 30, 1997.
PAST PERFORMANCE OF THE FUND IS NOT PREDICTIVE OF FUTURE PERFORMANCE. CLASS A
AND B SHARES WERE OFFERED BEGINNING JANUARY 31, 1997. PERFORMANCE OF THE CLASS A
SHARES REFLECTS THE MAXIMUM FRONT END SALES CHARGE OF 3.50%. CLASS B SHARES
REFLECT THE MAXIMUM CONTINGENT DEFERRED SALES CHARGE OF 3.50% FOR THE ONE-YEAR
HOLDING PERIOD. THE PERFORMANCE QUOTED FOR THE MARQUIS SMALLCAP EQUITY FUND
REPRESENTS INFORMATION RELATING TO THE SEI INSTITUTIONAL MANAGED TRUST SMALL CAP
GROWTH PORTFOLIO. THE MARQUIS SMALL CAP EQUITY FUND INVESTS SUBSTANTIALLY ALL OF
ITS ASSETS IN THE SEI INSTITUTIONAL MANAGED TRUST SMALLCAP GROWTH PORTFOLIO. THE
PERFORMANCE INFORMATION CONTAINED HEREIN HAS BEEN ADJUSTED TO REFLECT THE ACTUAL
FEES AND EXPENSES OF THE MARQUIS SMALLCAP EQUITY FUND, WHOSE FEES AND EXPENSES
ARE HIGHER THAN THOSE OF THE SEIINSTITUTIONAL MANAGED TRUST SMALL CAP GROWTH
PORTFOLIO. THE SEI INSTITUTIONAL MANAGED TRUST SMALL CAP GROWTH PORTFOLIO SHARES
WERE OFFERED BEGINNING APRIL 20, 1992. THE PERFORMANCE OF THE RUSSELL 2000
GROWTH INDEX AND THE LIPPER SMALL CAP FUNDS AVERAGE DOES NOT INCLUDE ANNUAL
OPERATING EXPENSES WHICH ARE EXPERIENCED BY THE FUND.

                                                         SEPTEMBER 30, 1997   17
<PAGE>
MANAGEMENT'S DISCUSSION & ANALYSIS OF
FUND PERFORMANCE



SMALL CAP EQUITY FUND (CONTINUED)

Looking ahead, we see strong signs of continued strength in small-cap issues,
and are pleased to note that growth stocks have begun to close the gap on the
value stocks, which had been in the lead during much of fiscal 1997. 

In light of these positive trends, we plan to maintain sector weightings and
market capitalization levels that are fundamentally the same as those of the
Russell 2000 Growth Index. We believe that this strategy will allow investors to
add a representative sampling of the small-cap growth sector to their overall
portfolios.


INTERNATIONAL EQUITY FUND

For the twelve months ended September 30, 1997, the International Equity Fund
generated a return of 9.71% for Class A shares without a sales load, 5.84% for
Class A shares from which a sales charge has been deducted, and 5.52% for Class
B shares from which a sales charge has been deducted. This compares to a 12.19%
return for the MSCI EAFE Index for the same period. The Fund's net assets
reached $3.8 million by the end of the fiscal year. 

The Marquis International Equity Fund invests substantially all of its assets in
the SEI International Trust International Equity Portfolio. 

A robust economy in the United Kingdom, along with modest gains in France and 
Germany, led to strong performance for the portfolio's European holdings. This 
stood in sharp contrast to the Asian markets, which continued to suffer from 
ongoing economic malaise in Japan and currency crises in the emerging markets 
of Malaysia and Thailand.

The portfolio's performance was also dampened somewhat by its small-cap
holdings, which comprise roughly 20% of the portfolio, at a time when the
small-cap sector has been out of favor in both Europe and Asia.

Looking ahead, we believe that the recent setbacks in Asia and the global
small-cap sector will be temporary in nature, and represent normal cycles in a
global investment strategy. Further, we remain optimistic that the world-

        "WE SEE STRONG SIGNS OF CONTINUED STRENGTH IN SMALL-CAP ISSUES."
                                  KEVIN P. REED

18   SEPTEMBER 30, 1997
<PAGE>
wide economic expansion will continue to provide significant opportunities for 
investors who seek diversification beyond U.S. borders.

[PHOTO OF WOMAN OMITTED]

- ---------------------------------------------------
                    AVERAGE  AVERAGE    AVERAGE
                    ANNUAL   ANNUAL  ANNUAL RETURN
  CLASS   ONE YEAR  3 YEAR   5 YEAR    INCEPTION
OF SHARES  RETURN   RETURN   RETURN     TO DATE
- ---------------------------------------------------
CLASS A WITHOUT
LOAD        9.71%    7.68%    9.76%      5.06%
- ---------------------------------------------------
CLASS A WITH
LOAD        5.84     6.40     8.99       4.58
- ---------------------------------------------------
CLASS B WITHOUT
LOAD        9.01     6.87     8.93       4.25
- ---------------------------------------------------
CLASS B WITH
LOAD        5.52     6.32     8.86       4.25
- ---------------------------------------------------


FOR THE PERIOD ENDED SEPTEMBER 30, 1997.
PAST PERFORMANCE OF THE FUND IS NOT PREDICTIVE OF FUTURE PERFORMANCE. CLASS A
AND B SHARES WERE OFFERED BEGINNING JANUARY 31, 1997. PERFORMANCE OF THE CLASS A
SHARES REFLECTS THE MAXIMUM FRONT END SALES CHARGE OF 3.50%. CLASS B SHARES
REFLECT THE MAXIMUM CONTINGENT DEFERRED SALES CHARGE OF 3.50% FOR THE ONE-YEAR
HOLDING PERIOD. THE PERFORMANCE QUOTED FOR THE MARQUIS INTERNATIONAL EQUITY FUND
REPRESENTS INFORMATION RELATING TO THE SEI INTERNATIONAL TRUST INTERNATIONAL
EQUITY PORTFOLIO. THE MARQUIS INTERNATIONAL EQUITY FUND INVESTS SUBSTANTIALLY
ALL ITS ASSETS IN THE SEI INTERNATIONAL TRUST INTERNATIONAL EQUITY PORTFOLIO.
THE PERFORMANCE INFORMATION CONTAINED HEREIN HAS BEEN ADJUSTED TO REFLECT THE
ACTUAL FEES AND EXPENSES OF THE MARQUIS INTERNATIONAL EQUITY FUND, WHOSE FEES
AND EXPENSES ARE HIGHER THAN THOSE OF THE SEIINTERNATIONAL TRUST INTERNATIONAL
EQUITY PORTFOLIO. THE SEI INTERNATIONAL TRUST INTERNATIONAL EQUITY PORTFOLIO
SHARES WERE OFFERED BEGINNING DECEMBER 20, 1989. THE PERFORMANCE OF THE MSCI
EAFE INDEX AND LIPPER INTERNATIONAL FUNDS AVERAGE DOES NOT INCLUDE ANNUAL
OPERATING EXPENSES WHICH ARE EXPERIENCED BY THE FUND. 


            COMPARISON OF CHANGE IN THE VALUE OF A $10,000 INVESTMENT
                   IN THE INTERNATIONAL EQUITY FUND VERSUS THE
            MSCI EAFE INDEX AND THE LIPPER INTERNATIONAL FUNDS AVERAGE


                              [LINE GRAPH OMITTED]
CLASS A
                        International              Lipper 
         International     Equity      MSCI     International 
            Equity          Fund       EAFE         Funds 
             Fund          w/load      Index       Average

12/89       10000           9650       10000       10000
 9/90        8336           8045        6927        8455
 9/91        9376           9048        8443        9872
 9/92        9165           8844        7842        9726
 9/93       11028          10642        9908       11931
 9/94       11693          11284       10883       13522
 9/95       12156          11731       11514       13965
 9/96       13309          12843       12507       15320
 9/97       14601          14090       14032       18168
                                              



                              [LINE GRAPH OMITTED]
CLASS B
                        International              Lipper 
         International     Equity      MSCI     International 
            Equity          Fund       EAFE         Funds 
             Fund          w/load      Index       Average

12/89       10000          10000       10000       10000
 9/90        8286           8286        6927        8455
 9/91        9248           9248        8443        9872
 9/92        8969           8969        7842        9726
 9/93       10715          10715        9908       11931
 9/94       11269          11269       10883       13522
 9/95       11617          11617       11514       13965
 9/96       12619          12619       12507       15320
 9/97       13756          13756       14032       18168
                                             
                                                         SEPTEMBER 30, 1997   19
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Trustees of the Marquis Funds:

We have audited the accompanying statements of net assets of the Institutional
Money Market, Treasury Securities Money Market, Tax Exempt Money Market,
Government Securities, Strategic Income Bond, Louisiana Tax-Free Income,
Balanced, Value Equity, Growth Equity, SmallCap Equity and International Equity
Funds of the Marquis Funds (the "Trust") as of September 30, 1997, and the
related statements of operations, changes in net assets and financial highlights
for the periods presented. These financial statements and financial highlights
are the responsibility of the Trust'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
September 30, 1997, 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
Institutional Money Market, Treasury Securities Money Market, Tax Exempt Money
Market, Government Securities, Strategic Income Bond, Louisiana Tax-Free Income,
Balanced, Value Equity, Growth Equity, SmallCap Equity and International Equity
Funds of the Marquis Funds as of September 30, 1997, the results of their
operations, changes in their net assets, and financial highlights for the
periods presented, in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Philadelphia, PA
November 7, 1997

20   SEPTEMBER 30, 1997
<PAGE>

STATEMENT OF NET ASSETS


 INSTITUTIONAL MONEY MARKET FUND



DESCRIPTION           PAR (000) VALUE (000)
- -------------------------------------------
U.S. TREASURY OBLIGATIONS -- 26.9%
  U.S. Treasury Bills
   5.400%, 10/16/97     $14,000    $13,974
   5.840%, 03/05/98       1,800      1,757
                                   -------
TOTAL U.S. TREASURY OBLIGATIONS
   (Cost $15,731)                   15,731
                                   -------

REPURCHASE AGREEMENTS -- 73.6%
  AUBREY G. LANSTON
   6.050%, dated 09/30/97, matures
   10/01/97, repurchase price
   $2,700,000 (collateralized
   by U.S. Treasury Note, par
   value $1,915,000, 13.750%,
   08/15/04, market value:
   $2,759,000)            2,700      2,700
  DEUTSCHE BANK
   6.050%, dated 09/30/97, matures
   10/01/97, repurchase price
   $867,000 (collateralized by
   U.S. Treasury Note, par
   value $862,000, 5.875%,
   10/31/98, market value:
   $885,000) (1)            867        867
  HSBC
   6.030%, dated 09/30/97, matures 
   10/01/97, repurchase price 
   $2,700,000 (collateralized by
   U.S. Treasury Note, par value 
   $1,900,000, 12.000%, 08/15/13,
   market value: 
   $2,768,000)            2,700      2,700
  J.P. MORGAN
   6.050%, dated 09/30/97, matures
   10/01/97, repurchase price
   $13,502,000 (collateralized by
   U.S. Treasury STRIPS, par value
   $39,626,000, 0.000%, 02/15/14,
   market value:
   $13,814,000)          13,500     13,500



DESCRIPTION           PAR (000) VALUE (000)
- -------------------------------------------
  LEHMAN BROTHERS
   6.050%, dated 09/30/97, matures
   10/01/97, repurchase price
   $13,502,000 (collateralized by
   U. S. Treasury STRIPS, par
   value $40,685,000, 0.000%,
   08/15/14, market
   value: $13,779,000)  $13,500    $13,500
  MERRILL LYNCH
   5.900%, dated 09/30/97, matures
   10/01/97, repurchase price
   $1,133,000 (collateralized by
   U.S. Treasury Bond, par value
   $795,000, 12.750%, 11/15/10,
   market value:
   $1,160,000) (1)        1,132      1,132
  MORGAN STANLEY
   5.880%, dated 09/30/97, matures
   10/01/97, repurchase price
   $1,133,000 (collateralized by
   U.S. Treasury Note, par value
   $1,150,000, 6.250%, 02/15/07,
   market value:
   $1,167,000) (1)        1,132      1,132
  NOMURA SECURITIES
   6.050%, dated 09/30/97, matures
   10/01/97, repurchase price
   $1,183,000 (collateralized by
   U.S. Treasury Note, par value
   $1,179,000, 5.875%, 11/15/99,
   market value:
   $1,206,000) (1)        1,183      1,183
  PRUDENTIAL SECURITIES
   6.050%, dated 09/30/97, matures
   10/01/97, repurchase price
   $2,700,000 (collateralized by
   U.S. Treasury Note, par value
   $2,700,000, 5.875%, 11/15/99,
   market value:
   $2,762,000)            2,700      2,700

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                       SEPTEMBER 30, 1997    21
<PAGE>

STATEMENT OF NET ASSETS


 INSTITUTIONAL MONEY MARKET FUND



DESCRIPTION           PAR (000) VALUE (000)
- -------------------------------------------
  UBS SECURITIES
   6.01%, dated 09/30/97, matures
   10/01/97, repurchase price
   $958,000 (collateralized by U.S.
   Treasury Note, par value
   $960,000, 6.000%, 06/30/99,
   market value:
   $978,000) (1)        $   958    $   958
  WACHOVIA
   6.140%, dated 09/30/97, matures 
   10/01/97, repurchase price 
   $2,700,000 (collateralized by 
   U.S. Treasury Note, par value 
   $2,690,000, 6.125%, 05/15/98,
   market value:
   $2,762,000)            2,700      2,700
                                   -------
TOTAL REPURCHASE AGREEMENTS
   (Cost $43,072)                   43,072
                                   -------
TOTAL INVESTMENTS -- 100.5%
   (Cost $58,803)                   58,803
                                   -------
OTHER ASSETS AND LIABILITIES,
   NET -- (0.5%)                      (287)
                                   -------

NET ASSETS:
FUND SHARES
   (unlimited authorization -- no
   par value) based on 58,515,538
   outstanding shares of
   beneficial interest              58,516
                                   -------
TOTAL NET ASSETS -- 100.0%         $58,516
                                   =======
NET ASSET VALUE, OFFERING AND
   REDEMPTION PRICE PER SHARE        $1.00
                                   =======
- ------------------------------------------
STRIPS--SEPARATE TRADING OF REGISTERED INTEREST
AND PRINCIPAL OF SECURITIES
(1) TRI-PARTY REPURCHASE AGREEMENT


 TREASURY SECURITIES MONEY MARKET FUND



DESCRIPTION           PAR (000) VALUE (000)
- -------------------------------------------
U.S. TREASURY OBLIGATIONS -- 11.6%
  U.S. Treasury Bills
   5.400%, 10/16/97    $100,000   $ 99,817
   5.840%, 03/05/98      60,000     58,573
                                  --------
TOTAL U.S. TREASURY OBLIGATIONS
   (Cost $158,390)                 158,390
                                  --------
REPURCHASE AGREEMENTS -- 88.8%
  AUBREY G. LANSTON
   6.050%, dated 09/30/97, matures
   10/01/97, repurchase price
   $63,011,000 (collateralized by
   various U.S. Treasury Obligations,
   par value $66,992,000,
   0.000%-5.625%, 07/23/98-
   11/30/98, market value:
   $64,332,000)          63,000     63,000
  DEUTSCHE BANK
   6.050%, dated 09/30/97, matures
   10/01/97, repurchase price
   $62,727,000 (collateralized by
   various U.S. Treasury Notes,
   par value $61,657,000,
   6.000%-8.875%, 08/15/99-
   01/31/02, market value:
   $63,972,000) (1)      62,717     62,717
  HSBC
   6.030%, dated 09/30/97, matures 
   10/01/97, repurchase price 
   $63,011,000 (collateralized by 
   U.S. Treasury Note, par value 
   $44,350,000, 12.000%, 08/15/13,
   market value:
   $64,605,000)          63,000     63,000
  J.P. MORGAN
   6.050%, dated 09/30/97, matures
   10/01/97, repurchase price
   $310,052,000 (collateralized
   by various U.S. Treasury
   Obligations, par value
   $974,789,000, 0.000%-12.000%,
   05/15/98-02/15/19,
   market value:
   $317,875,000)        310,000    310,000

        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

22  SEPTEMBER 30, 1997
<PAGE>


 TREASURY SECURITIES MONEY MARKET FUND



DESCRIPTION           PAR (000) VALUE (000)
- -------------------------------------------
  J.P. MORGAN
   6.000%, dated 09/30/97, matures
   10/01/97, repurchase price 
   $6,001,000 (collateralized by U.S. 
   Treasury Bill, par value 
   $6,451,000, 0.000%, 09/17/98,
   market value:
   $6,121,000) (1)    $   6,000  $   6,000
  LEHMAN BROTHERS
   6.050%, dated 09/30/97, matures
   10/01/97, repurchase price
   $315,053,000 (collateralized
   by various U.S. Treasury
   Obligations, par value
   $732,047,000, 0.000%, 11/15/00-
   08/15/17, market value:
   $321,992,000)        315,000    315,000
  LEHMAN BROTHERS
   5.9500%, dated 09/30/97, matures
   10/01/97, repurchase price
   $6,001,000 (collateralized by
   U.S. Treasury STRIP,
   par value $12,490,000,
   0.000%, 02/15/99, market
   value: $6,120,000) (1)  6,000     6,000
  MERRILL LYNCH
   5.900%, dated 09/30/97, matures
   10/01/97, repurchase price
   $64,821,000 (collateralized by
   U.S. Treasury Bond, par value
   $45,290,000, 12.75%,
   11/15/10, market value:
   $66,109,000) (1)      64,811     64,811
  MORGAN STANLEY
   5.880%, dated 09/30/97, matures
   10/01/97, repurchase price
   $64,215,000 (collateralized by
   U.S. Treasury Bond, par value
   $65,093,000, 6.375%, 08/15/27,
   market value:
   $65,545,000) (1)      64,205     64,205



DESCRIPTION           PAR (000) VALUE (000)
- -------------------------------------------
  NOMURA SECURITIES
   6.050%, dated 09/30/97, matures
   10/01/97, repurchase price
   $65,057,000 (collateralized
   by U.S. Treasury Obligations,
   par value  $93,040,000,
   0.000%-8.500%, 06/30/99-
   08/15/16, market value:
   $66,347,000) (1)     $65,045   $ 65,045
  PRUDENTIAL SECURITIES
   6.050%, dated 09/30/97, matures
   10/01/97, repurchase price
   $63,011,000 (collateralized by
   various U.S. Treasury Notes,
   par value  $62,105,000, 5.875%-
   12.000%, 11/15/99-08/15/13,
   market value:
   $64,454,000)          63,000     63,000
  UBS SECURITIES
   6.010%, dated 09/30/97, matures
   10/01/97, repurchase price
   $65,092,000 (collateralized by
   various U.S. Treasury obligations,
   par value $65,230,000, 6.000%-
   9.125%, 05/15/99-06/30/99,
   market value:
   $66,386,000) (1)      65,081     65,081
  WACHOVIA
   6.140%, dated 09/30/97, matures
   10/01/97, repurchase price
   $63,011,000 (collateralized by
   various U.S. Treasury Notes,
   par value $62,705,000, 6.125%,
   05/15/98, market value:
   $64,380,000)          63,000     63,000
                                ----------
TOTAL REPURCHASE AGREEMENTS
   (Cost $1,210,859)             1,210,859
                                ----------
TOTAL INVESTMENTS -- 100.4%
   (Cost $1,369,249)             1,369,249
                                ----------
OTHER ASSETS AND LIABILITIES,
   NET -- (0.4%)                    (5,161)
                                ----------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                         SEPTEMBER 30, 1997   23
<PAGE>
STATEMENT OF NET ASSETS


 TREASURY SECURITIES MONEY MARKET FUND



DESCRIPTION                    VALUE (000)
- ------------------------------------------
NET ASSETS:
FUND SHARES OF TRUST CLASS
   (unlimited authorization --
   no par value) based on
   556,939,790 outstanding
   shares of beneficial interest $ 556,940
FUND SHARES OF RETAIL CLASS
   (unlimited authorization --
   no par value) based on
   604,910,633 outstanding
   shares of beneficial interest   604,911
FUND SHARES OF CASH SWEEP CLASS 
   (unlimited authorization -- 
   no par value) based
   on 202,212,417 outstanding 
   shares of beneficial interest   202,212
Accumulated net realized gain
   on investments                       17
Undistributed net investment income      8
                                ----------
TOTAL NET ASSETS -- 100.0%      $1,364,088
                                ==========
NET ASSET VALUE, OFFERING AND
   REDEMPTION PRICE PER
   SHARE -- TRUST CLASS              $1.00
                                ==========
NET ASSET VALUE, OFFERING AND
   REDEMPTION PRICE PER
   SHARE -- RETAIL CLASS             $1.00
                                ==========
NET ASSET VALUE, OFFERING AND
   REDEMPTION PRICE PER
   SHARE -- CASH SWEEP CLASS         $1.00
                                ==========

- ------------------------------------------
STRIPS--SEPARATE TRADING OF REGISTERED INTEREST AND PRINCIPAL OF SECURITIES
(1) TRI-PARTY REPURCHASE AGREEMENT


 TAX EXEMPT MONEY MARKET FUND



DESCRIPTION           PAR (000) VALUE (000)
- -------------------------------------------
MUNICIPAL BONDS -- 99.6%
ALABAMA -- 0.7%
  Alabama State, Housing
   Finance Authority, Multi-
   Family Residential
   Development, Ser B,
   VRDN, RB (A) (B) (C)
   4.100%, 10/01/97     $   500   $    500
                                  --------
ARIZONA -- 0.2%
  Tuscon Industrial
   Development Authority,
   Tuscon City Center Parking,
   VRDN, RB (A) (B) (C)
   4.175%, 10/02/97         125        125
                                  --------
CALIFORNIA -- 0.1%
  Union City, Multi-Family
   Housing - Sierra Green
   Apartments, VRDN,
   RB (A) (B) (C)
   3.700%, 10/15/97         100        100
                                  --------
COLORADO -- 6.5%
  Eagle County, Smith Creek
   Metropolitan District Project,
   Ser 95, VRDN,
   RB (A) (B) (C)
   3.850%, 10/02/97       1,000      1,000
  Housing Financial Authority,
   Cambray Park Project,
   VRDN, RB (A) (B) (C)
   4.200%, 10/02/97       2,150      2,150
  Housing Financial Authority,
   Woodstream Project,
   VRDN (A) (B) (C)
   4.200%, 10/02/97       1,860      1,860
                                  --------
                                     5,010
                                  --------
CONNECTICUT -- 0.1%
  Housing Finance Authority,
   Housing Mortgage Finance,
   Ser A, RB
   7.000%, 11/15/97          75         75
                                  --------

        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

24    SEPTEMBER 30, 1997
<PAGE>


 TAX EXEMPT MONEY MARKET FUND



DESCRIPTION           PAR (000) VALUE (000)
- -------------------------------------------
DISTRICT OF COLUMBIA -- 0.5%
  Washington, DC, George
   Washington University
   (A) (B)
   4.250%, 10/01/97     $   350   $    350
                                  --------
FLORIDA -- 6.0%
  Brevard County Housing
   Finance Authority, Park
   Village & Malobar Lakes
   Project, VRDN, RB (A) (B)
   4.200%, 10/01/97       1,425      1,425
  Florida Housing Finance
   Agency, Lakeside South
   Association, VRDN,
   RB (A) (B)
   4.175%, 10/02/97         430        430
  Jacksonville, University
   Hospital Center Project,
   VRDN, RB (A) (B) (C)
   4.250%, 10/02/97       1,000      1,000
  Lee Industrial Development
   Authority, Christian
   Mission Shell Point Village,
   VRDN, RB (A) (B) (C)
   3.925%, 10/02/97         825        825
  Orange County, Industrial
   Development Authority,
   Orlando Hawaiian Motel,
   VRDN, RB (A) (B)
   3.800%, 10/01/97         545        545
  Pinellas County, Health
   Facilities Authority,
   Hospital Program, VRDN,
   RB (A) (B) (C)
   3.800%, 10/01/97         400        400
                                  --------
                                     4,625
                                  --------
GEORGIA -- 4.4%
  Dekalb County, Industrial
   Development Authority,
   VRDN, RB (A) (B) (C)
   4.250%, 10/02/97         700        700



DESCRIPTION           PAR (000) VALUE (000)
- -------------------------------------------
  Effingham County,
   Development Authority
   Pollution Control, Savannah
   Electric and Power,
   VRDN, RB (A) (B)
   4.100%, 10/01/97     $   200   $    200
  Marietta Housing Finance
   Authority, Multi-Family
   Housing, Franklin Walk
   Apartments Project,
   VRDN, RB (A) (B) (C)
   3.925%, 10/02/97       2,500      2,500
                                  --------
                                     3,400
                                  --------
IDAHO -- 1.3%
  Nez Perce County, Pollution
   Control, VRDN,
   RB (A) (B) (C)
   4.050%, 10/02/97       1,025      1,025
                                  --------
ILLINOIS -- 10.4%
  Elgin, Illinois, Ser A, GO
   7.125%, 01/01/98         295        297
  Glenview, Illinois, Park
   District, GO
   4.050%, 12/01/97       1,120      1,120
  Illinois Development Financial
   Authority, Village of Oak
   Park Residence, VRDN,
   RB (A) (B) (C)
   4.300%, 10/02/97       1,000      1,000
  Illinois Development Financial
   Authority, Ser 84, VRDN,
   RB (A) (B) (C)
   4.165%, 10/29/97       1,300      1,300
  Illinois Educational Facilities
   Authority
   3.750%, 10/24/97       1,000      1,000
  Illinois Health Facilities
   Authority, Advocate
   Healthcare Network,
   Ser B, VRDN (A) (B)
   4.150%, 10/01/97       1,700      1,700

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                         SEPTEMBER 30, 1997   25
<PAGE>
STATEMENT OF NET ASSETS


 TAX EXEMPT MONEY MARKET FUND



DESCRIPTION           PAR (000) VALUE (000)
- -------------------------------------------
  Kendall and Kane Counties,
   Illinois Community School
   Districts Number 115, TAN
   4.400%, 01/21/98     $   750   $    751
  Orland Hills Mortgage
   Authority, Ser 88-A,
   VRDN, RB (A) (B) (C)
   4.200%, 10/01/97         600        600
  Riverside Health Facility,
   Ser A, RB (MBIA)
   4.000%, 11/15/97         245        245
                                  --------
                                     8,013
                                  --------
INDIANA -- 9.3%
  Indiana Bond Bank, Advance
   Funding Note, RB
   4.000%, 01/21/98         819        819
  Indiana Health Facilities,
   Hartsfield Village, Project B,
   VRDN, RB (A) (B)
   4.250%, 10/02/97       2,000      2,000
  Indiana Residential
   Apartments, Ser A,
   VRDN, RB (A) (B)
   4.250%, 10/02/97       2,000      2,000
  North Adams, Community
   Schools, TAW, GO
   4.250%, 12/26/97       1,050      1,051
  Perry Township, Multiple
   School Building, BAN
   4.000%, 06/25/98       1,000      1,000
  Purdue University, Student
   Fee, Ser B, RB
   6.100%, 07/01/98         250        254
                                  --------
                                     7,124
                                  --------
IOWA -- 1.8%
  Des Moines, Drake University
   Project, Ser B, Pre-Refunded
   12/1/97 @ 102, RB
   6.800%, 12/01/01         425        436
   6.800%, 12/01/02         450        461
   6.800%, 12/01/03         485        497
                                  --------
                                     1,394
                                  --------



DESCRIPTION           PAR (000) VALUE (000)
- -------------------------------------------
KANSAS -- 2.0%
  Shawnee County,
   Ser 1, TAN
   4.250%, 02/01/98     $   940   $    941
  Topeka Multi-Family
   Housing Revenue, Ser 85,
   VRDN, RB (A) (B)
   3.900%, 10/02/97         600        600
                                  --------
                                     1,541
                                  --------
KENTUCKY -- 1.6%
  Covington Industrial
   Building, Atkins & Pearce
   Inc., Ser 1995, VRDN,
   RB (A) (B) (C)
   4.000%, 10/02/97         455        455
  Louisville, Industrial
   Development Revenue
   Referendum - Zeochem
   Project, VRDN,
   RB (A) (B) (C)
   4.150%, 10/01/97         750        750
                                  --------
                                     1,205
                                  --------
LOUISIANA -- 3.6%
  State Recovery, District Sales
   Tax Revenue, RB (MBIA)
   4.250%, 07/01/98         500        501
  New Orleans Industrial
   Development Board,
   Spectrum Control
   Technology, RB (A) (B) (C)
   4.100%, 10/02/97       2,300      2,300
                                  --------
                                     2,801
                                  --------
MAINE -- 0.4%
  Baileyville, Pollution Control,
   Georgia Pacific Corporation,
   VRDN, RB (A) (B) (C)
   4.175%, 10/02/97         300        300
                                  --------
MASSACHUSETTS -- 2.4%
  Brockton, Massachusetts,
   RB, RAN
   4.500%, 06/30/98         800        802

        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

26  SEPTEMBER 30, 1997
<PAGE>


 TAX EXEMPT MONEY MARKET FUND



DESCRIPTION           PAR (000) VALUE (000)
- -------------------------------------------
  New England Education
   Loan Marketing
   Corporation, Student
   Loans Ser C, RB (C)
   4.750%, 07/01/98      $1,000   $  1,005
                                  --------
                                     1,807
                                  --------
MICHIGAN -- 1.1%
  Grand Rapids, Water Supply
   Revenue, Ser 88,
   Pre-Refunded 01/01/98
   @ 102, RB
   7.875%, 01/01/18         105        108
  Job Development Authority,
   Pollution Control, Mazda
   Motor Manufacturing,
   RB (A) (B) (C)
   4.050%, 10/02/97         125        125
  Oakland County, Economic
   Development, Corners
   Shopping Center, VRDN,
   RB (A) (B) (C)
   3.650%, 02/01/98         620        620
                                  --------
                                       853
                                  --------
MINNESOTA -- 0.4%
  Hutchinson, Economic
   Development Authority,
   VRDN, RB (A) (B) (C)
   3.850%, 02/15/98         325        325
                                  --------
MISSOURI -- 2.6%
  Kansas City Industrial
   Development, Hospital
   Authority, Baptist Health
   System, Ser A, VRDN,
   RB (A) (B) (C)
   3.850%, 10/02/97       1,965      1,965
                                  --------
NEBRASKA -- 1.3%
  Hamilton County, Industrial
   Development, Iams
   Corporation Project,
   VRDN, RB (A) (B) (C)
   4.150%, 10/02/97       1,020      1,020
                                  --------



DESCRIPTION           PAR (000) VALUE (000)
- -------------------------------------------
NEVADA -- 0.5%
  Henderson, Public
   Improvement Trust,
   Pueblo Verde I+II
   Apartment Project,
   Ser 95a/95b #1071,
   VRDN, RB (A) (B) (C)
   4.150%, 10/02/97     $   375   $    375
                                  --------
NEW JERSEY -- 1.3%
  Ventnor City, New Jersey,
   Ser A, BAN
   4.250%, 04/30/98       1,000      1,000
                                  --------
NEW MEXICO -- 0.7%
  Villa Hermosa, Affordable
   Housing, Multi-Family
   Villa Hermosa Apartments
   Project, VRDN (A) (B) (C)
   4.300%, 10/07/97         500        500
                                  --------
NEW YORK -- 4.5%
  Freeport, New York, Unified
   Freeport School District,
   TAN (C)
   4.250%, 06/29/98         500        501
  Lindenhurst, New York,
   Unified School District,
   TAN (C)
   4.250%, 06/24/98         500        501
  Nassau County, New York,
   Ser A, RAN
   4.250%, 03/10/98         700        701
  North Hempstead, New
   York, Ser A, BAN
   4.000%, 01/29/98       1,000      1,000
  North Hempstead, New
   York, Ser C, BAN
   4.375%, 05/06/98         750        751
                                  --------
                                     3,454
                                  --------
NORTH CAROLINA -- 2.0%
  Beaufort, Industrial Facility,
   Pollution Control Revenue,
   VRDN, RB (A) (B) (C)
   4.150%, 10/02/97       1,525      1,525
                                  --------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                         SEPTEMBER 30, 1997   27
<PAGE>
STATEMENT OF NET ASSETS


 TAX EXEMPT MONEY MARKET FUND



DESCRIPTION           PAR (000) VALUE (000)
- -------------------------------------------
OHIO -- 4.6%
  Bellevue, Bellevue Hospital
   Project, VRDN, RB (A) (B)
   3.850%, 03/01/98     $   380   $    380
  Cadiz, Ohio, BAN
   4.450%, 12/18/97       1,575      1,577
  Clermont County, Economic
   Development, Eastmark
   Center Association Project,
   VRDN, RB (A) (B)
   4.000%, 12/01/97         270        270
  Columbus, Electrical Systems
   Revenue, VRDN,
   RB (A) (B) (C)
   3.500%, 10/03/97       1,300      1,300
                                  --------
                                     3,527
                                  --------
OKLAHOMA -- 7.1%
  Muskogee, Industrial Trust
   Revenue, VRDN,
   RB (A) (B) (C)
   4.250%, 10/01/97       1,100      1,100
  Oklahoma City, Industrial
   Development Authority,
   Baptist General Convention
   Refunding, Ser 89, VRDN,
   RB (A) (B) (C)
   3.850%, 12/01/97       1,770      1,770
  Oklahoma City, University 
   City Project, Ser 85, 
   VRDN, RB (A) (B) (C)
   4.300%, 10/04/97         600        600
  Tulsa City, Industrial
   Authority Health Care,
   Laureate Psychiatric Project,
   VRDN, RB (A) (B)
   3.850%, 02/16/98       2,000      2,000
                                  --------
                                     5,470
                                  --------
OREGON -- 1.6%
  Hillsboro, Graduate Institute,
   VRDN, (A) (B) (C)
   4.200%, 10/02/97       1,200      1,200
                                  --------



DESCRIPTION           PAR (000) VALUE (000)
- -------------------------------------------
PENNSYLVANIA -- 6.9%
  Allegheny County, Hospital
   Development Authority,
   Ser C, VRDN,
   RB (A) (B) (C)
   4.050%, 10/01/97     $   500    $   500
  Bucks County Industrial
   Development  Authority,
   Edgcomb Metals Project,
   VRDN, RB (A) (B) (C)
   3.800%, 10/02/97         300        300
  Clarion County, Industrial
   Development Authority,
   Meritcare Project,
   Ser A, (A) (B)
   4.100%, 10/02/97       1,100      1,100
  Emmaus General Authority,
   VRDN, RB (A) (B) (FSA)
   4.050%, 10/01/97         100        100
  Higher Education Facilities
   Authority, Carnegie
   Mellon University Project,
   Ser B, VRDN, RB (A) (B)
   3.900%, 10/01/97         250        250
  Higher Education Facilities
   Authority, Thomas
   Jefferson University Ser B,
   VRDN (A) (B) (C)
   3.800%, 10/30/97       1,200      1,200
  Philadelphia, School District
   Authority, TRAN (C)
   4.500%, 06/30/98         750        753
  Schuylkill County, Resource
   Recovery Authority,
   Northeastern Power
   Series A, VRDN,
   RB (A) (B) (C)
   3.800%, 10/01/97       1,100      1,100
                                  --------
                                     5,303
                                  --------
SOUTH CAROLINA -- 2.3%
  Charleston Center, Tax
   Exempt Mortgage Bond
   Trust #5, VRDN (A) (B) (C)
   3.750%, 10/02/97       1,000      1,000

        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

28   SEPTEMBER 30, 1997
<PAGE>


 TAX EXEMPT MONEY MARKET FUND



DESCRIPTION           PAR (000) VALUE (000)
- -------------------------------------------
  Lexington, Water and Sewer
   Revenue, Ser 1997, BAN
   4.750%, 10/01/97     $   750   $    750
                                  --------
                                     1,750
                                  --------
TENNESSEE -- 2.6%
  Franklin County, Health &
   Education Facilities Board,
   University of South Sewanee,
   Credit Enhancement
   Project, VRDN, RB (A) (B)
   3.800%, 10/01/97         360        360
  Germantown, Tennessee, GO
   3.800%, 01/01/98         505        505
  Jefferson County Industrial
   Development, Economic
   Development, Ball
   Corporation Project,
   RB (A) (B) (C)
   4.250%, 10/02/97       1,000      1,000
  Maury County, Tennessee
   Hillview Health Care
   Center, Ser 86, VRDN, (A) (B)
   4.000%, 10/01/97         155        155
                                  --------
                                     2,020
                                  --------
TEXAS -- 2.2%
  Bexar County, Detention
   Facilities, GO
   7.250%, 06/15/98         200        205
  Corpus Christi, Industrial
   Development Authority
   Air Inventory
   Project, VRDN, (A) (B)
   3.900%, 10/01/97         125        125
  San Antonio, River Channel
   Improvement Authority,
   RB (FSA)
   6.550%, 07/01/98         290        296
  Texas School District,
   Limited Tax Obligation
   Texas Association of School
   Boards, Ser D, GO
   4.000%, 02/15/98         825        825



DESCRIPTION           PAR (000) VALUE (000)
- -------------------------------------------
  Water Development Board,
   Ser A, VRDN,
   RB (A) (B) (C)
   3.900%, 10/01/97     $   200   $    200
                                  --------
                                     1,651
                                  --------
UTAH -- 1.0%
  West Valley, Industrial
   Development Authority,
   Johnson Matthey Project,
   VRDN, RB (A) (B)
   3.950%, 10/01/97         800        800
                                  --------
WEST VIRGINIA -- 1.5%
  Mingo County, Board of
   Education, GO (AMBAC)
   9.700%, 10/01/97         340        340
  Wood County, Industrial
   Development, Aga Gas
   Project, VRDN,
   RB (A) (B) (C)
   3.750%, 10/01/97         800        800
                                  --------
                                     1,140
                                  --------
WISCONSIN -- 3.4%
  Clinton, Community School
   District, TRAN
   4.240%, 08/31/98         475        475
  Fox Point and Bayside,
   Joint School District,
   BAN, GO
   4.200%, 04/10/98         775        775
  Janesville, Water Utility
   Improvements, PN,
   GO (FSA)
   4.800%, 06/01/98         380        382
  Oregon, Wisconsin, School
   District, TRAN
   4.220%, 09/16/98       1,000      1,001
                                  --------
                                     2,633
                                  --------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                        SEPTEMBER 30, 1997   29
<PAGE>
STATEMENT OF NET ASSETS


 TAX EXEMPT MONEY MARKET FUND



DESCRIPTION           PAR (000) VALUE (000)
- --------------------------------------------
WYOMING -- 0.7%
  Cheyenne County, Economic
   Development, Holiday
   Inn Project, VRDN,
   RB (A) (B)
   3.800%, 04/01/98        $235   $    235
  University of Wyoming,
   VRDN, RB (A) (B) (MBIA)
   4.000%, 06/01/98         265        265
                                  --------
                                       500
                                  --------
TOTAL MUNICIPAL BONDS
   (Cost $76,406)                   76,406
                                  --------
TOTAL INVESTMENTS -- 99.6%
   (Cost $76,406)                   76,406
                                  --------
OTHER ASSETS AND LIABILITIES,
   NET -- 0.4%                         338
                                  --------
NET ASSETS:
FUND SHARES
   (unlimited authorization --
   no par value) based on
   76,743,813 outstanding
   shares of beneficial interest    76,744
                                  --------
TOTAL NET ASSETS -- 100.0%         $76,744
                                  ========
NET ASSET VALUE, OFFERING AND
   REDEMPTION PRICE PER SHARE        $1.00
                                  ========



DESCRIPTION
- ------------------------------------------
(A) VARIABLE RATE INSTRUMENT. THE RATE REFLECTED ON THE STATEMENT OF NET ASSETS
    IS THE RATE IN EFFECT ON SEPTEMBER 30, 1997. 
(B) PUT AND DEMAND FEATURES EXIST ALLOWING THE ISSUER TO REPURCHASE THE 
    INSTRUMENT PRIOR TO MATURITY. THE MATURITY SHOWN IS THE LESSER OF THE PUT 
    DATE OR THE MATURITY DATE. 
(C) SECURITIES ARE HELD IN CONNECTION WITH A LETTER OF CREDIT OR OTHER CREDIT 
    SUPPORT. 
BAN--BOND ANTICIPATION NOTE 
GO--GENERAL OBLIGATION 
PN--PROMISSORY NOTE 
RAN--REVENUE ANTICIPATION NOTE 
RB--REVENUE BOND 
SER--SERIES 
TAN--TAX ANTICIPATION NOTE
TAW--TAX ANTICIPATION WARRANT 
TRAN--TAX AND REVENUE ANTICIPATION NOTE
VRDN--VARIABLE RATE DEMAND NOTE 
THE FOLLOWING ORGANIZATIONS HAVE PROVIDED UNDERLYING CREDIT SUPPORT FOR 
CERTAIN SECURITIES AS DEFINED IN THE STATEMENT OF NET ASSETS: 
AMBAC--AMERICAN MUNICIPAL BOND ASSURANCE COMPANY 
FSA--FINANCIAL SECURITY ASSURANCE 
MBIA--MUNICIPAL BOND INSURANCE ASSOCIATION

        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

30   SEPTEMBER 30, 1997
<PAGE>



 GOVERNMENT SECURITIES FUND



DESCRIPTION           PAR (000) VALUE (000)
- -------------------------------------------
U.S. GOVERNMENT AGENCY
  OBLIGATIONS -- 10.0%
  Farmer MAC
   7.560%, 05/28/02     $   500   $    528
  FFCB
   7.510%, 02/13/98         250        252
   8.650%, 10/01/99         255        268
  FHLB
   5.370%, 11/03/00         500        491
   7.500%, 08/10/04         500        533
  FHLMC
   6.300%, 03/15/03         135        133
   6.280%, 07/15/03         250        246
   7.930%, 01/20/05         250        272
  FICO STRIPS
   0.000%, 10/05/05         180        108
   0.000%, 12/27/05         334        197
   0.000%, 10/06/06         500        280
   0.000%, 11/11/06       1,000        557
   0.000%, 12/27/06         500        276
  FNMA
   9.550%, 12/10/97       1,075      1,082
   9.150%, 04/10/98       1,175      1,196
   9.550%, 03/10/99         255        268
   5.875%, 02/02/06       5,000      4,838
  SBA  Ser 1988-10-C
   9.350%, 07/01/98           7          7
  TVA
   6.250%, 08/01/99         400        400
   8.375%, 10/01/99       3,000      3,131
                                  --------
TOTAL U.S. GOVERNMENT AGENCY
   OBLIGATIONS
   (Cost $15,118)                   15,063
                                  --------

U.S. GOVERNMENT MORTGAGE-BACKED 
  OBLIGATIONS -- 39.1%
  FHLMC
   7.000%, 04/01/00          14         15
   9.000%, 11/01/05         717        751
   9.000%, 05/01/06       1,013      1,061
   7.250%, 05/01/07          44         45
   9.000%, 08/01/09         708        737
   9.000%, 12/01/09       1,039      1,105
   9.500%, 04/01/16           4          5
   6.500%, 11/15/22       5,200      5,079



DESCRIPTION           PAR (000) VALUE (000)
- -------------------------------------------
  FHLMC CMO
   7.500%, 11/15/01      $4,312     $4,417
   6.700%, 05/15/05       1,925      1,931
   7.000%, 09/15/07       3,425      3,372
   6.500%, 04/15/08       4,850      4,743
   7.750%, 01/15/20         800        803
  FNMA
   8.500%, 03/01/98         124        129
   7.000%, 09/01/02         183        186
   6.500%, 04/01/04          65         63
   8.000%, 05/25/05         100        106
   6.250%, 02/25/07         150        150
   7.000%, 09/01/07       3,069      3,099
   6.250%, 01/25/09       1,000        981
   6.550%, 12/25/21         150        149
  FNMA REMIC
   7.350%, 06/25/07       2,000      1,982
   6.250%, 10/25/22          64         65
  GNMA
  10.500%, 06/15/98           2          3
   9.000%, 07/15/02           9         10
   6.500%, 07/15/08       1,142      1,141
   6.500%, 03/15/09         110        110
   6.500%, 05/15/09       2,826      2,824
   9.000%, 06/15/16          15         16
   9.000%, 07/15/16         506        540
   9.000%, 09/15/16         291        310
   9.000%, 10/15/16          93        100
   9.000%, 11/15/16         247        264
   9.000%, 02/15/17          25         27
   9.500%, 08/15/17         441        479
  10.000%, 04/15/19         165        181
  10.000%, 05/15/19          33         37
  10.000%, 06/15/19           5          6
   9.500%, 12/15/19         354        384
   7.500%, 06/15/23       3,891      3,958
   7.000%, 03/15/24       2,182      2,183
   7.000%, 04/15/24       3,007      3,008
   8.500%, 10/15/24       1,270      1,329
   7.500%, 06/15/25         224        228
   8.000%, 06/15/25         205        212
   8.000%, 07/15/25       2,122      2,194

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                         SEPTEMBER 30, 1997   31
                                    
<PAGE>
STATEMENT OF NET ASSETS


 GOVERNMENT SECURITIES FUND



DESCRIPTION           PAR (000) VALUE (000)
- --------------------------------------------
   7.000%, 01/15/26$      4,744   $  4,744
   7.500%, 03/15/26         167        171
   8.000%, 08/15/26         241        250
   7.500%, 03/15/27       2,963      3,014
                                  --------
TOTAL U.S. GOVERNMENT MORTGAGE-BACKED 
   OBLIGATIONS
   (Cost $58,447)                   58,697
                                  --------

U.S. TREASURY OBLIGATIONS -- 43.1%
  Treasury LINCS
   6.000%, 08/15/09       2,500      2,362
  U.S. Treasury Bill
   5.447%, 12/11/97         100         99
  U.S. Treasury Bonds
   6.125%, 05/15/98         200        201
   5.625%, 02/15/06      12,500     12,051
   9.375%, 02/15/06       1,000      1,209
   7.125%, 02/15/23       2,500      2,694
  U.S. Treasury Notes
   5.125%, 04/30/98       1,800      1,796
   9.000%, 05/15/98       1,550      1,582
   5.125%, 06/30/98       2,650      2,643
   8.250%, 07/15/98         100        102
   9.250%, 08/15/98       2,500      2,575
   8.875%, 11/15/98          50         52
   5.625%, 11/30/98       3,000      2,997
   6.375%, 01/15/99       1,500      1,512
   8.000%, 08/15/99         100        104
   7.125%, 09/30/99       3,000      3,073
   6.000%, 10/15/99       1,500      1,507
   7.875%, 11/15/99       1,400      1,456
   6.375%, 01/15/00         150        152
   8.500%, 02/15/00       2,850      3,013
   5.500%, 04/15/00         650        645
   6.000%, 08/15/00       7,500      7,523
   8.750%, 08/15/00       2,775      2,981
   6.375%, 08/15/02       5,425      5,506
   6.250%, 02/15/03         150        151
   5.750%, 08/15/03       2,150      2,116
   5.875%, 02/15/04       1,500      1,484
   6.500%, 08/15/05       3,000      3,063
                                  --------
TOTAL U.S. TREASURY OBLIGATIONS
   (Cost $64,709)                   64,649
                                  --------

DESCRIPTION           PAR (000) VALUE (000)
- -------------------------------------------
CORPORATE OBLIGATIONS -- 1.9%
  Anheuser Busch
   8.750%, 12/01/99        $600   $    632
  General Foods
   6.000%, 06/15/01         500        492
  Lehman Brothers Holdings
   6.375%, 06/01/98         500        502
  New England Telephone &
   Telegraph
   6.250%, 12/15/97         700        702
  Pepsico
   7.625%, 12/18/98         500        509
                                  --------
TOTAL CORPORATE OBLIGATIONS
   (Cost $2,843)                     2,837
                                  --------
CASH EQUIVALENT -- 1.7%
  SEI Liquid Asset Trust
   Government Portfolio   2,568      2,568
                                  --------
TOTAL CASH EQUIVALENT
   (Cost $2,568)                     2,568
                                  --------

REPURCHASE AGREEMENT -- 3.5%
  UBS SECURITIES
   6.01%, dated 09/30/97, matures
   10/01/97, repurchase price
   $5,185,000 (collateralized by
   various FNMA obligations,
   par value $6,464,000, 
   0.000%-6.500%, 02/01/04-
   10/01/25, market value: 
   $5,288,000)            5,184      5,184
                                  --------
TOTAL REPURCHASE AGREEMENT
   (Cost $5,184)                     5,184
                                  --------
TOTAL INVESTMENTS -- 99.3%
   (Cost $148,869)                 148,998
                                  --------
OTHER ASSETS AND LIABILITIES,
   NET -- 0.7%                       1,086
                                  --------

        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

32   SEPTEMBER 30, 1997
<PAGE>


 GOVERNMENT SECURITIES FUND



DESCRIPTION                    VALUE (000)
- -------------------------------------------
NET ASSETS:
FUND SHARES OF CLASS A 
   (unlimited authorization -- no 
   par value) based on 14,994,367 
   outstanding shares of 
   beneficial interest            $149,750
FUND SHARES OF CLASS B 
   (unlimited authorization -- no 
   par value) based on 106,315 
   outstanding shares of 
   beneficial interest               1,051
Accumulated net realized loss
   on investments                     (846)
Net unrealized appreciation
   on investments                      129
                                  --------
TOTAL NET ASSETS -- 100.0%        $150,084
                                  ========
NET ASSET VALUE, OFFERING AND
   REDEMPTION PRICE PER
   SHARE -- CLASS A                  $9.94
                                  ========
MAXIMUM OFFERING PRICE PER
   SHARE -- CLASS A ($9.94/96.50%)  $10.30
                                  ========
NET ASSET VALUE AND OFFERING PRICE
   PER SHARE -- CLASS B (1)          $9.99
                                  ========

- ------------------------------------------
CMO--COLLATERALIZED MORTGAGE OBLIGATION 
FARMER MAC--FEDERAL AGRICULTURAL MORTGAGE CORPORATION 
FFCB--FEDERAL FARM CREDIT BANK 
FHLB--FEDERAL HOME LOAN BANK
FHLMC--FEDERAL HOME LOAN MORTGAGE CORPORATION 
FICO--FINANCING CORPORATION
FNMA--FEDERAL NATIONAL MORTGAGE ASSOCIATION 
GNMA--GOVERNMENT NATIONAL MORTGAGE ASSOCIATION 
LINCS--SYNTHETIC-LINKED COUPON SECURITIES 
REMIC--REAL ESTATE MORTGAGE INVESTMENT CONDUIT 
SBA--SMALL BUSINESS ADMINISTRATION 
SER--SERIES
STRIPS--SEPARATE TRADING OF REGISTERED INTEREST AND PRINCIPAL OF SECURITIES
TVA--TENNESSEE VALLEY AUTHORITY
(1) CLASS B HAS A CONTINGENT DEFERRED SALES CHARGE. FOR A DESCRIPTION OF A
    POSSIBLE SALES CHARGE, SEE NOTES TO THE FINANCIAL STATEMENTS.


 STRATEGIC INCOME BOND FUND



DESCRIPTION           PAR (000)  VALUE (000)
- --------------------------------------------
CORPORATE OBLIGATIONS -- 62.2%
FINANCIAL SERVICES -- 34.2%
  Aetna Services
   7.625%, 08/15/26        $250    $   259
  American Express
   5.500%, 12/12/97         575        569
  Bankers Trust NY
   7.250%, 10/15/11         250        254
  Ford Motor Credit
   6.250%, 12/08/05         250        243
  General Electric Capital
   5.530%, 02/11/98         500        490
  Korea Development
   Bank, Ser B
   8.140%, 05/04/99         250        257
  Lehman Brothers
   8.500%, 08/01/15         295        328
  Loew's
   7.625%, 06/01/23         300        299
  Merrill Lynch
   5.580%, 05/12/98         600        579
  Nationsbank
   7.800%, 09/15/16         500        533
  Paine Webber
   5.650%, 11/13/97         550        546
  Sunamerica
   8.125%, 04/28/23         419        450
  Torchmark
   7.875%, 05/15/23         400        410
  US West Capital Funding
   7.300%, 01/15/07         250        258
                                  --------
                                     5,475
                                  --------
GENERAL UTILITIES -- 17.5%
  Canadian Pacific Limited
   9.450%, 08/01/21         280        341
  Commonwealth Edison
   8.375%, 09/15/22         300        315
  Florida Power
   8.000%, 12/01/22         500        530
  GTE
   7.900%, 02/01/27         400        420
  MCI Communications
   8.250%, 01/20/23         400        432
  Minnesota Power & Light
   7.500%, 08/01/07         200        206

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                         SEPTEMBER 30, 1997   33
<PAGE>


 STATEMENT OF NET ASSETS


 STRATEGIC INCOME BOND FUND



DESCRIPTION           PAR (000) VALUE (000)
- -------------------------------------------
  Pacificorp, Ser F
   7.240%, 08/16/23        $250   $    249
  United Telephone Florida
   8.375%, 01/15/25         270        309
                                  --------
                                     2,802
                                  --------
INDUSTRIAL -- 10.5%
  Brunswick
   7.375%, 09/01/23         400        403
  Eastman Chemical
   7.600%, 02/01/27         250        259
  IBM
   7.000%, 10/30/25         250        248
  Phillip Morris
   7.200%, 02/01/07         250        254
  Weyerhaeuser
   7.500%, 03/01/13         500        524
                                  --------
                                     1,688
                                  --------
TOTAL CORPORATE OBLIGATIONS
   (Cost $9,778)                     9,965
                                  --------

U.S. GOVERNMENT MORTGAGE-BACKED 
  OBLIGATIONS -- 30.9%
  FHLMC
   7.500%, 02/01/27         966        984
   8.000%, 02/01/27         476        492
  FNMA
   8.000%, 09/01/26         471        487
   7.500%, 10/01/26         473        481
   7.500%, 02/01/27         483        492
  GNMA
   7.500%, 02/15/27         497        505
  7.750%, 02/15/27          492        504
   8.000%, 02/15/27         493        509
   8.000%, 03/20/27         491        505
                                  --------
TOTAL U.S. GOVERNMENT MORTGAGE-BACKED 
   OBLIGATIONS
   (Cost $4,907)                     4,959
                                  --------



DESCRIPTION    SHARES/PAR (000)  VALUE (000)
- --------------------------------------------
CASH EQUIVALENT -- 0.3%
  SEI Liquid Asset Trust
   Government Portfolio  $   50   $     50
                                  --------
TOTAL CASH EQUIVALENT
   (Cost $50)                           50
                                  --------

REPURCHASE AGREEMENT -- 6.3%
  UBS SECURITIES
   6.010%, dated 09/30/97,
   matures 10/01/97, repurchase
   price $1,006,000 (collateralized
   by U.S. Treasury Bond, par
   value $675,000, 11.25%,
   02/15/15, market value:
   $1,028,000) (1)        1,006      1,006
                                  --------
TOTAL REPURCHASE AGREEMENT
   (Cost $1,006)                     1,006
                                  --------
TOTAL INVESTMENTS -- 99.7%
   (Cost $15,741)                   15,980
                                  --------
OTHER ASSETS AND LIABILITIES,
   NET -- 0.3%                          52
                                  --------

NET ASSETS:
FUND SHARES OF CLASS A 
   (unlimited authorization -- no 
   par value) based on
   1,535,306 outstanding 
   shares of beneficial interest    15,333
FUND SHARES OF CLASS B 
   (unlimited authorization -- no 
   par value) based on 46,309
   outstanding shares of
   beneficial interest                 460
Net unrealized appreciation
   on investments                      239
                                  --------
TOTAL NET ASSETS -- 100.0%         $16,032
                                  ========
NET ASSET VALUE, OFFERING AND
   REDEMPTION PRICE PER SHARE --
   CLASS A                          $10.14
                                  ========

        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

34   SEPTEMBER 30, 1997
<PAGE>



 STRATEGIC INCOME BOND FUND



DESCRIPTION                    VALUE (000)
- -------------------------------------------
MAXIMUM OFFERING PRICE PER
   SHARE -- CLASS A
   ($10.14 / 96.50%)                $10.51
                                  ========
NET ASSET VALUE AND OFFERING PRICE
   PER SHARE -- CLASS B (2)         $10.14
                                  ========
GNMA--GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
FHLMC--FEDERAL HOME LOAN MORTGAGE CORPORATION
FNMA--FEDERAL NATIONAL MORTGAGE ASSOCIATION
SER--SERIES
(1) TRI-PARTY REPURCHASE AGREEMENT
(2) CLASS B HAS A CONTINGENT SALES CHARGE. FOR A DESCRIPTION OF A 
    POSSIBLE SALES CHARGE, SEE NOTES TO THE FINANCIAL STATEMENTS.


 LOUISIANA TAX-FREE INCOME FUND



DESCRIPTION           PAR (000) VALUE (000)
- --------------------------------------------
MUNICIPAL BONDS -- 93.8%
LOUISIANA -- 93.8%
  Alexandria, Louisiana
   Utilities, RB (FGIC)
   5.250%, 05/01/11        $100       $101
  Alexandria, Louisiana
   Utilities, Ser B, RB
   4.650%, 05/01/04         150        151
  Ascension Parish, Louisiana
   Parish Wide School District,
   GO (AMBAC)
   4.900%, 03/01/09         150        151
  Baton Rouge, Louisiana
   Sales & Use Tax, RB (FSA)
   6.000%, 08/01/08         200        211
  Bossier City, Louisiana
   Utility, RB (FGIC)
   4.800%, 10/01/05         500        508
  Caddo Parish, GO (MBIA)
   5.000%, 02/01/05         350        359
  East Baton Rouge Parish,
   Louisiana Sales & Use
   Tax, RB (FGIC)
   4.800%, 02/01/06         650        658
   5.900%, 02/01/16         500        526
  East Baton Rouge Parish,
   Louisiana Sales & Use Tax,
   Ser A, RB (FGIC)
   4.800%, 02/01/09         340        337
  East Baton Rouge, Louisiana
   Mortgage Financing
   Authority, Ser B
   4.350%, 10/01/00          75         75
   5.300%, 10/01/14          85         83
  Ernest N. Morial Exhibition
   Hall Special Tax,
   RB (MBIA)
       4.700%, 07/15/05     115        116
   4.900%, 07/15/07         515        524
  Gretna, Louisiana
   Refunding - Sales Tax
   Revenue (AMBAC)
   5.200%, 06/01/06         225        230
  Iberville School District
   District (FSA)
   5.750%, 10/01/03         250        268

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                         SEPTEMBER 30, 1997   35
<PAGE>
STATEMENT OF NET ASSETS


 LOUISIANA TAX-FREE INCOME FUND



DESCRIPTION           PAR (000) VALUE (000)
- -------------------------------------------
  Jefferson Parish, Louisiana
   Ad Valorem Property Tax,
   Ser A, GO (FGIC)
   5.250%, 09/01/05        $250       $261
  Jefferson Parish, Louisiana
   Hospital Services (FGIC)
   5.100%, 01/01/05         300        309
   5.300%, 01/01/07         100        104
  Jefferson Parish, Louisiana
   Sales & Use Tax,
   RB (AMBAC)
   5.000%, 02/01/08         130        132
   5.000%, 02/01/13         700        690
  Jefferson Parish, Louisiana
   School District Sales &
   Use Tax, RB (MBIA)
   6.250%, 02/01/08         300        325
  Kenner, Louisiana Sales
   Tax, RB (FGIC)
   5.750%, 06/01/06         100        107
  Lafayette Parish, Louisiana
   School Board Sales Tax,
   RB (FSA)
   4.875%, 04/01/04         575        586
  Lafayette, Public Improvement
   Sales Tax Revenue (FGIC)
   5.500%, 03/01/07         200        210
  Lafayette, Public Improvement,
   Ser A, RB (FGIC)
   4.900%, 03/01/03         505        516
  Lafayette, Louisiana Public
   Improvement Sales Tax
   Revenue (FGIC)
   4.625%, 05/01/05         300        300
  Lafayette, Louisiana Public
   Power Authority,
   RB (AMBAC)
   5.000%, 11/01/06         250        256
   5.250%, 11/01/09         250        255
  Lafayette, Louisiana Utilities,
   RB (AMBAC)
   4.100%, 11/01/99         275        275
   4.700%, 11/01/04         125        126



DESCRIPTION           PAR (000) VALUE (000)
- --------------------------------------------
  Lafayette, Public Power
   Electric Authority,
   RB (AMBAC)
   5.300%, 11/01/07     $   510    $   525
  Louisiana Housing Finance
   Agency Mortgage Single
   Family, Ser B, RB
   6.000%, 06/01/15         830        856
  Louisiana Public Facilities
   Authority, Department of
   Public Safety, RB (AMBAC)
   4.900%, 08/01/04         500        509
   5.000%, 08/01/05         400        409
  Louisiana Public Facility
   Authority, Ser A-1
   (AMBAC)
   5.000%, 12/01/15       1,500      1,534
  Louisiana State, Alton
   Ochsner Medical Foundation
   Ser PJ-B (MBIA)
   6.000%, 05/15/17         100        103
  Louisiana State Energy &
   Power Authority, RB (FGIC)
   6.000%, 01/01/13         500        513
  Louisiana State Miscellaneous
   Taxes Refunding Bond, Ser A
   5.700%, 08/01/08         500        542
  Louisiana State Mississippi
   River Bridge Authority, RB
   6.625%, 11/01/06       1,130      1,254
  Louisiana State Public
   Facilities Authority,
   Jefferson Parish Eastbank
   Project (FGIC)
   4.850%, 08/01/06         250        254
  Louisiana State Public
   Facilities Authority, Special
   Insurance Assessment
   4.400%, 10/01/00         120        121
  Louisiana State Public
   Facilities Authority, Alton
   Ochsner Medical Foundation
   Project, Ser A, RB (MBIA)
   6.000%, 05/15/01         100        106

        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

 36   SEPTEMBER 30, 1997
<PAGE>


 LOUISIANA TAX-FREE INCOME FUND



DESCRIPTION           PAR (000) VALUE (000)
- -------------------------------------------
  Louisiana State Public
   Facilities Authority,
   Loyola University Project,
   RB (MBIA)
   4.900%, 10/01/05      $1,000     $1,021
  Louisiana State Public
   Facilities Authority,
   Our Lady of Lake
   Regional Center, RB (MBIA)
   5.900%, 12/01/06         390        414
  Louisiana State Public
   Facilities Authority,
   Ser A, RB (FSA)
   5.100%, 03/01/01         250        257
  Louisiana State Refunding
   Bonds, Ad Valorem Property
   Tax, GO (MBIA)
   6.250%, 08/01/99         250        259
  Louisiana State Refunding
   Bonds, GO (MBIA)
   5.375%, 08/01/05         400        421
  Louisiana State Refunding,
   Ser A, GO (MBIA)
   5.100%, 08/01/01         250        257
   5.300%, 08/01/04         250        262
  Louisiana State University
   Agricultural & Mechanical
   College (FGIC)
   5.400%, 07/01/05         150        158
   5.500%, 07/01/06         250        265
   5.750%, 07/01/14         500        519
  Louisiana State University
   Agricultural & Mechanical
   College (MBIA)
   6.000%, 07/01/07         580        639
  Louisiana State Unlimited
   Tax, GO (FGIC)
   5.125%, 04/15/08       1,000      1,027
  Louisiana State Unlimited
   Tax, GO (MBIA)
   5.600%, 08/01/07         250        268
   5.600%, 08/01/08         250        269
  Louisiana State Unlimited
   Tax, Ser A, GO (AMBAC)
   6.000%, 05/01/07       1,000      1,089



DESCRIPTION           PAR (000) VALUE (000)
- --------------------------------------------
  Louisiana State Unlimited
   Tax, Ser A, GO (FGIC)
   5.500%, 04/15/02      $1,750     $1,834
  Louisiana State Unlimited
   Tax, Ser A, GO (MBIA)
   6.000%, 05/15/99         950        981
  Louisiana State, GO (FGIC)
   6.000%, 08/01/04       1,000      1,088
  Louisiana State, Greater
   New Orleans
   Expressway, RB
   4.800%, 11/01/97          25         25
  Louisiana State, Ser A,
   GO (MBIA)
   5.500%, 05/15/05         500        530
   5.600%, 05/15/07         750        803
  Louisiana State, Ser A,
   GO (MBIA)
   5.700%, 05/15/08         250        268
  Mandeville, Louisiana
   Water Utility Improvements,
   Ad Valorem Property Tax
   5.150%, 02/01/10         100        101
  Monroe, Louisiana Special
   School District, GO (FGIC)
   5.350%, 03/01/09         500        514
  Natchitoches Parish,
   Louisiana School
   District #7, GO (FSA)
   4.900%, 03/01/07         190        193
  New Orleans, Louisiana
   Home Mortgage Special
   Obligation
   6.250%, 01/15/11         500        551
  New Orleans, Louisiana
   Sewer Service, RB (FGIC)
   6.250%, 06/01/07       1,215      1,362
   5.250%, 06/01/11       1,000      1,014
  New Orleans, Louisiana
   Unlimited, GO (FGIC)
   5.850%, 11/01/09         350        373
  Orleans Parish School Board,
   Louisiana Public School
   Capital Refinancing,
   RB (MBIA)
   6.000%, 06/01/09         555        614

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                         SEPTEMBER 30, 1997   37
<PAGE>
  STATEMENT OF NET ASSETS


 LOUISIANA TAX-FREE INCOME FUND



DESCRIPTION           PAR (000) VALUE (000)
- --------------------------------------------
  Orleans Parish School
   Board, Louisiana Unlimited,
   GO (FGIC)
   5.300%, 09/01/10        $250       $255
  Orleans Parish, Louisiana
   School Board Public School
   Capital Refinancing (MBIA)
   5.000%, 12/01/05         250        257
  Saint Bernard Parish, Louisiana
   School Board Refunding,
   GO (MBIA) (A)
   4.550%, 05/01/06         200        199
   4.600%, 05/01/07         200        198
   4.700%, 05/01/08         200        198
   4.800%, 05/01/09         200        198
   4.900%, 05/01/10         200        198
  Saint Charles Parish, Louisiana
   Public Improvement Sales
   Tax, Ser St-96 (MBIA)
   5.000%, 12/01/06         500        514
  Saint James Parish, Louisiana
   General Obligation Unlimited
   Ad Valorem Property Tax
   4.800%, 03/01/05          85         86
   5.200%, 03/01/08          75         76
  Saint Tammany Parish Sales
   & Use Tax Revenue (FGIC)
   5.750%, 04/01/06         250        265
  Saint Tammany Parish,
   Louisiana School Board
   Sales & Use Tax (FGIC)
   5.750%, 04/01/03         250        266
  Saint Tammany Parish,
   Louisiana School
   District #12 (FGIC)
   6.500%, 03/01/05         200        212
  Shreveport, Louisiana
   Public Improvements
   Ad Valorem Property Tax
   4.750%, 12/01/09         200        195
  Shreveport, Louisiana
   Unlimited Tax,
   GO (AMBAC)
   5.150%, 02/01/09         265        269


DESCRIPTION           PAR (000) VALUE (000)
- ------------------------------------------- 
  Slidell, Louisiana Sales &
   Use Tax Revenue Public
   Improvement, Ser B, RB
   5.400%, 10/01/07        $200   $    209
  Slidell, Louisiana Unlimited,
   GO (AMBAC)
   4.900%, 03/01/09         200        200
   5.000%, 03/01/13         400        394
  Slidell, Louisiana, Sales &
   Use Tax Revenue Public
   Improvement, Ser B
   5.200%, 10/01/05         100        104
                                  --------
                                    37,145
                                  --------
TOTAL MUNICIPAL BONDS
   (Cost $36,115)                   37,145
                                  --------

CASH EQUIVALENTS -- 7.6%
  SEI Tax Exempt Trust Institutional
   Trust Tax Free 
   Portfolio              1,516      1,516
  SEI Tax Exempt Trust Tax
   Free Portfolio         1,514      1,514
                                  --------
TOTAL CASH EQUIVALENTS
   (Cost $3,030)                     3,030
                                  --------
TOTAL INVESTMENTS -- 101.4%
   (Cost $39,145)                   40,175
                                  --------
OTHER ASSETS AND LIABILITIES,
   NET -- (1.4%)                      (567)
                                  --------

NET ASSETS:
FUND SHARES OF CLASS A 
   (unlimited authorization -- no 
   par value) based on
   3,804,658 outstanding shares 
   of beneficial interest           37,501
FUND SHARES OF CLASS B 
   (unlimited authorization -- no 
   par value) based on
   112,465 outstanding 
   shares of beneficial interest     1,131
Accumulated net realized loss
   on investments                      (54)

        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

38   SEPTEMBER 30, 1997
<PAGE>


 LOUISIANA TAX-FREE INCOME FUND



DESCRIPTION                    VALUE (000)
- -------------------------------------------
Net unrealized appreciation
   on investments                  $ 1,030
                                   -------
TOTAL NET ASSETS -- 100.0%         $39,608
                                   =======
NET ASSET VALUE, OFFERING AND
   REDEMPTION PRICE PER SHARE --
   CLASS A                          $10.11
                                   =======
MAXIMUM OFFERING PRICE PER
   SHARE -- CLASS A
   ($10.11 / 96.50%)                $10.48
                                   =======
NET ASSET VALUE AND OFFERING PRICE
   PER SHARE -- CLASS B (1)         $10.11
                                   =======

- ------------------------------------------
(A) WHEN ISSUED SECURITIES.
GO--GENERAL OBLIGATION
RB--REVENUE BOND
SER--SERIES
THE FOLLOWING ORGANIZATIONS HAVE PROVIDED UNDERLYING CREDIT 
SUPPORT FOR CERTAIN SECURITIES AS DEFINED IN THE STATEMENT OF NET ASSETS: 
AMBAC--AMERICAN MUNICIPAL BOND ASSURANCE COMPANY 
FGIC--FINANCIAL GUARANTY INSURANCE COMPANY 
FSA--FINANCIAL SECURITY ASSURANCE 
MBIA--MUNICIPAL BOND INSURANCE ASSOCIATION 
(1) CLASS B HAS A CONTINGENT SALES CHARGE. FOR A DESCRIPTION OF 
    A POSSIBLE SALES CHARGE, SEE NOTES TO FINANCIAL STATEMENTS.


 BALANCED FUND



DESCRIPTION              SHARES VALUE (000)
- -------------------------------------------
COMMON STOCKS -- 54.7%
AEROSPACE & DEFENSE -- 1.9%
  Sci Systems*           32,400   $  1,606
  Thiokol                11,780      1,013
                                  --------
                                     2,619
                                  --------
AIR TRANSPORTATION -- 0.7%
  British Airways,
  PLC, ADR                9,200      1,005
                                  --------
APPAREL/TEXTILES -- 0.9%
  Tommy Hilfiger*        10,000        499
  VF                      7,900        732
                                  --------
                                     1,231
                                  --------
AUTOMOTIVE -- 2.1%
  Chrysler               26,500        976
  Ford Motor             26,350      1,192
  TRW                    13,600        746
                                  --------
                                     2,914
                                  --------
BANKS -- 2.8%
  Citicorp                6,400        857
  First Union            21,400      1,071
  J.P. Morgan             9,900      1,125
  PNC Bank               17,800        869
                                  --------
                                     3,922
                                  --------
BUILDING & CONSTRUCTION -- 0.8%
  Lennar                 25,600      1,088
                                  --------
CHEMICALS -- 2.8%
  Dow Chemical            7,000        635
  E.I. du Pont 
   de Nemours            18,140      1,117
  Lubrizol               22,800        958
  Vulcan Materials       13,950      1,214
                                  --------
                                     3,924
                                  --------
COMPUTERS & SERVICES-- 3.7%
  Applied Materials*      8,500        810
  Compaq Computer*       17,500      1,308
  Computer Associates
   International         13,800        991
  Quantum*               27,360      1,048
  Tektronix              14,000        944
                                  --------
                                     5,101
                                  --------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                         SEPTEMBER 30, 1997   39
<PAGE>
STATEMENT OF NET ASSETS

BALANCED FUND



DESCRIPTION              SHARES VALUE (000)
- -------------------------------------------
CONSUMER PRODUCTS -- 0.7%
  International Game
   Technology            21,000   $    478
  Nine West Group*       11,000        432
                                  --------
                                       910
                                  --------
DRUGS -- 1.3%
  Merck                   9,830        982
  Schering Plough        16,400        845
                                  --------
                                     1,827
                                  --------
ELECTRICAL SERVICES -- 4.8%
  Baltimore Gas
    & Electric           18,000        500
  Consolidated Edison
   New York              29,100        989
  Duke Power             13,600        672
  GPU                    27,500        987
  New England Electric
   System                19,300        758
  Nipsco Industries      18,300        771
  OGE Energy             15,400        727
  Pacific Enterprises    19,600        664
  Southern               27,100        611
                                  --------
                                     6,679
                                  --------
FINANCIAL SERVICES -- 3.2%
  Bear Stearns           38,256      1,683
  Greenpoint Financial   17,400      1,103
  Slm Holding            10,600      1,638
                                  --------
                                     4,424
                                  --------
FOOD, BEVERAGE & TOBACCO -- 1.8%
  IBP                    28,400        671
  Philip Morris          20,100        835
  Quaker Oats            20,660      1,041
                                  --------
                                     2,547
                                  --------
HOUSEHOLD PRODUCTS -- 1.3%
  Armstrong World
   Industries            12,470        836
  Maytag                 30,000      1,024
                                  --------
                                     1,860
                                  --------



DESCRIPTION              SHARES VALUE (000)
- -------------------------------------------
INSURANCE -- 3.3%
  AMBAC                  34,600   $  1,408
  Conseco                21,840      1,066
  Equitable              32,340      1,328
  Providian Financial*   18,400        730
                                  --------
                                     4,532
                                  --------
LEISURE -- 0.4%
  Callaway Golf          16,000        558
                                  --------
LUMBER & WOOD PRODUCTS -- 0.8%
  Plum Creek Timber      32,000      1,084
                                  --------
MACHINERY -- 3.5%
  Caterpillar            20,400      1,100
  Crane                  19,500        802
  Cummins Engine         14,000      1,093
  Deere                  13,800        742
  Parker Hannifin        25,275      1,137
                                  --------
                                     4,874
                                  --------
MEDICAL PRODUCTS & SERVICES -- 1.3%
  HBO                    25,010        944
  Lincare Holdings*      15,700        792
                                  --------
                                     1,736
                                  --------
MISCELLANEOUS MANUFACTURING -- 1.2%
  Harsco                 22,800      1,035
  Wolverine Tube*        20,800        653
                                  --------
                                     1,688
                                  --------
PETROLEUM & FUEL PRODUCTS -- 4.1%
  Ensco International    31,480      1,241
  Noble Drilling*        36,000      1,161
  Phillips Petroleum     18,200        940
  Union Texas Petroleum  50,000      1,175
  USX-Marathon Group     33,000      1,227
                                  --------
                                     5,744
                                  --------
PETROLEUM REFINING -- 1.4%
  British Petroleum  ADR 11,960      1,086
  Mobil                  12,000        888
                                  --------
                                     1,974
                                  --------

        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

40   SEPTEMBER 30, 1997
<PAGE>
BALANCED FUND



DESCRIPTION    SHARES/PAR (000) VALUE (000)
- -------------------------------------------
PROFESSIONAL SERVICES -- 1.3%
  Moore                  41,590   $    790
  Tech Data*             23,000      1,058
                                  --------
                                     1,848
                                  --------
RAILROADS -- 0.7%
  Illinois Central       26,700        981
                                  --------
RETAIL -- 4.6%
  American Stores        34,600        843
  BJ Wholesale Club*     27,700        808
  Dayton Hudson          16,010        960
  Homebase *             27,700        249
  Limited                26,000        635
  Lone Star Steakhouse
   & Saloon*             20,000        418
  Ross Stores            34,260      1,169
  TJX                    40,400      1,235
                                  --------
                                     6,317
                                  --------
STEEL & STEEL WORKS -- 0.7%
  USX-U.S. Steel Group   28,530        991
                                  --------
TELEPHONES & TELECOMMUNICATION -- 1.9%
  Ameritech              12,700        845
  Century Telephone
   Enterprises           25,750      1,133
  SBC Communications     10,800        663
                                  --------
                                     2,641
                                  --------
TRUCKING -- 0.7%
  Werner Enterprises     41,550      1,008
                                  --------
TOTAL COMMON STOCKS
   (Cost $54,977)                   76,027
                                  --------

U.S. GOVERNMENT AGENCY
  OBLIGATIONS -- 3.5%
  FNMA
   5.875%, 02/02/06     $ 5,000      4,838
                                  --------
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS
   (Cost $4,886)                     4,838
                                  --------



DESCRIPTION             PAR (000) VALUE (000)
- ---------------------------------------------
U.S. GOVERNMENT MORTGAGE-BACKED 
  OBLIGATIONS -- 15.5%
  FHLMC
   7.000%, 04/01/00    $      5    $     5
   9.000%, 05/01/06          82         87
   9.000%, 08/01/09         368        383
   6.500%, 11/15/22       1,486      1,451
  FHLMC  REMIC
   7.150%, 01/15/23       2,000      1,978
  FNMA
   7.000%, 09/01/07       1,188      1,200
  FNMA CMO
   7.000%, 01/25/03       1,863      1,854
  GNMA
   7.500%, 08/15/07         480        495
   6.500%, 07/15/08         571        571
   7.000%, 07/15/08         449        456
   6.500%, 03/15/09          55         55
   6.500%, 05/15/09       1,413      1,412
  13.500%, 05/15/11          16         19
  12.500%, 10/15/13           2          3
  12.000%, 03/15/14          18         21
  13.500%, 09/15/14          12         15
   9.000%, 12/15/16          78         83
   10.000%, 07/15/18        114        125
   10.000%, 03/15/19         82         90
   7.000%, 04/15/24       1,135      1,136
   7.500%, 06/15/25       1,760      1,791
   7.000%, 02/15/26       6,910      6,910
   7.500%, 05/15/26         703        716
   8.000%, 05/15/26         659        682
                                  --------
TOTAL U.S. GOVERNMENT MORTGAGE-BACKED OBLIGATIONS
   (Cost $21,536)                   21,538
                                  --------

U.S. TREASURY OBLIGATIONS -- 19.7%
  U.S. Treasury Bonds
   5.625%, 02/15/06       3,000      2,892
   6.500%, 08/15/05       1,500      1,531
   7.125%, 02/15/23       1,000      1,078

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                         SEPTEMBER 30, 1997   41
<PAGE>
STATEMENT OF NET ASSETS

BALANCED FUND



DESCRIPTION           PAR (000) VALUE (000)
- -------------------------------------------
  U.S. Treasury Notes
   9.000%, 05/15/98      $2,000  $   2,042
   9.250%, 08/15/98       2,000      2,060
   6.375%, 01/15/99       1,000      1,008
   7.000%, 04/15/99       3,000      3,053
   6.375%, 07/15/99       1,500      1,515
   8.000%, 08/15/99       2,000      2,076
   8.500%, 02/15/00         500        529
   6.250%, 10/31/01       2,000      2,017
   6.250%, 08/31/02       2,000      2,017
   6.250%, 02/15/03       4,000      4,039
   5.750%, 08/15/03       1,500      1,476
                                  --------
TOTAL U.S. TREASURY OBLIGATIONS
   (Cost $27,228)                   27,333
                                  --------

CASH EQUIVALENTS -- 4.2%
  SEI Liquid Asset Trust
   Government
   Portfolio              2,876      2,876
  SEI Liquid Asset Trust
   Treasury Portfolio     2,926      2,926
                                  --------
TOTAL CASH EQUIVALENTS
   (Cost $5,802)                     5,802
                                  --------

REPURCHASE AGREEMENT -- 3.4%
  UBS SECURITIES
   6.01%, dated 09/30/97, matures
   10/01/97, repurchase price
   $4,743,000 (collateralized by
   U.S. Treasury Note, par
   value $4,840,000, 5.75%,
   09/30/99, market value:
   $4,837,000)            4,742      4,742
                                  --------
TOTAL REPURCHASE AGREEMENT
   (Cost $4,742)                     4,742
                                  --------
TOTAL INVESTMENTS -- 101.0%
   (Cost $119,171)                 140,280
                                  --------
OTHER ASSETS AND LIABILITIES,
   NET -- (1.0%)                    (1,400)
                                  --------



DESCRIPTION                    VALUE (000)
- ------------------------------------------
NET ASSETS:
FUND SHARES OF CLASS A 
   (unlimited authorization -- no 
   par value) based on
   10,180,487 outstanding 
   shares of beneficial
   interest                       $103,672
FUND SHARES OF CLASS B 
   (unlimited authorization -- no 
   par value) based on
   295,648 outstanding 
   shares of beneficial
   interest                          3,299
Accumulated net realized gain
   on investments                   10,800
Net unrealized appreciation
   on investments                   21,109
                                  --------
TOTAL NET ASSETS -- 100.0%        $138,880
                                  ========
NET ASSET VALUE, OFFERING AND
   REDEMPTION PRICE PER
   SHARE -- CLASS A                 $13.25
                                  ========
MAXIMUM OFFERING PRICE PER
   SHARE -- CLASS A
   ($13.25 / 96.50%)                $13.73
                                  ========
NET ASSET VALUE AND OFFERING
   PRICE PER SHARE -- CLASS B (1)   $13.32
                                  ========

- ------------------------------------------
* NON-INCOME PRODUCING SECURITY
ADR--AMERICAN DEPOSITORY RECEIPT 
CMO--COLLATERALIZED MORTGAGE OBLIGATION
GNMA--GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
FHLMC--FEDERAL HOME LOAN MORTGAGE CORPORATION 
FNMA--FEDERAL NATIONAL MORTGAGE ASSOCIATION 
PLC--PUBLIC LIMITED COMPANY 
REMIC--REAL ESTATE MORTGAGE INVESTMENT CONDUIT
(1) CLASS B HAS A CONTINGENT DEFERRED SALES CHARGE. FOR A 
    DESCRIPTION OF A POSSIBLE SALES CHARGE, SEE NOTES TO THE 
    FINANCIAL STATEMENTS.

        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

42   SEPTEMBER 30, 1997
<PAGE>
VALUE EQUITY FUND



DESCRIPTION              SHARES VALUE (000)
- -------------------------------------------
COMMON STOCKS -- 99.1%
AEROSPACE & DEFENSE -- 3.4%
  Sci Systems*           61,600   $  3,053
  Thiokol                21,400      1,840
                                  --------
                                     4,893
                                  --------
AIR TRANSPORTATION -- 4.6%
  Airborne Freight       43,520      2,636
  Federal Express*       26,420      2,114
  Southwest Airlines     58,640      1,873
                                  --------
                                     6,623
                                  --------
APPAREL/TEXTILES -- 2.1%
  Russell                42,000      1,236
  VF                     20,000      1,853
                                  --------
                                     3,089
                                  --------
AUTOMOTIVE -- 2.3%
  Chrysler               39,800      1,465
  Ford Motor             41,000      1,855
                                  --------
                                     3,320
                                  --------
BANKS -- 6.8%
  Bank of New York       35,360      1,697
  BankAmerica            28,600      2,097
  Citicorp               14,500      1,942
  First Union            25,000      1,252
  J.P. Morgan            13,500      1,534
  Republic New York      10,800      1,227
                                  --------
                                     9,749
                                  --------
BUILDING & CONSTRUCTION -- 1.4%
  Centex                 35,060      2,047
                                  --------
CHEMICALS -- 5.0%
  Dexter                 48,800      1,955
  Dow Chemical           17,300      1,569
  Lubrizol               41,850      1,758
  Vulcan Materials       21,760      1,893
                                  --------
                                     7,175
                                  --------
COMPUTERS & SERVICES -- 6.9%
  Applied Materials*     26,900      2,562
  Compaq Computer*       46,000      3,440



DESCRIPTION              SHARES VALUE (000)
- -------------------------------------------
  Computer Associates
   International         29,110   $  2,090
  Quantum*               49,720      1,905
                                  --------
                                     9,997
                                  --------
CONCRETE & MINERAL PRODUCTS -- 2.5%
  Lafarge                63,000      2,032
  Phelps Dodge           19,540      1,517
                                  --------
                                     3,549
                                  --------
DRUGS -- 2.5%
  Eli Lilly              12,500      1,505
  Perrigo*              132,320      2,084
                                  --------
                                     3,589
                                  --------
ELECTRICAL SERVICES -- 8.9%
  Baltimore Gas 
   & Electric            51,500      1,429
  Consolidated Edison
   New York              41,000      1,394
  Duke Power             58,098      2,872
  Enova                  70,100      1,770
  GPU                    40,000      1,435
  New England Electric
   System                24,300        954
  PP&L Resources         57,000      1,247
  Southern               74,500      1,681
                                  --------
                                    12,782
                                  --------
ENTERTAINMENT -- 1.4%
  King World Productions 46,000      1,990
                                  --------
FINANCIAL SERVICES -- 5.6%
  AG Edwards             30,000      1,541
  Bear Stearns           48,582      2,138
  Painewebber Group      53,300      2,482
  Slm Holding            12,530      1,936
                                  --------
                                     8,097
                                  --------
FOOD, BEVERAGE & TOBACCO -- 4.5%
  Adolph Coors, Cl B     75,730      2,868
  Dean Foods             42,400      1,961
  Universal              43,600      1,581
                                  --------
                                     6,410
                                  --------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                       SEPTEMBER 30, 1997    43
<PAGE>
STATEMENT OF NET ASSETS

VALUE EQUITY FUND

DESCRIPTION              SHARES VALUE (000)
- -------------------------------------------
GAS/NATURAL GAS -- 1.8%
  National Fuel & Gas    37,000   $  1,628
  Peoples Energy         26,500        999
                                  --------
                                     2,627
                                  --------
INSURANCE -- 5.4%
  AMBAC                  41,000      1,668
  Conseco                36,300      1,772
  Equitable              49,800      2,045
  Travelers              33,000      2,252
                                  --------
                                     7,737
                                  --------
MACHINERY -- 7.4%
  Aeroquip-Vickers       34,890      1,710
  Caterpillar            38,200      2,060
  Cummins Engine         22,000      1,717
  Deere                  31,000      1,666
  Ingersoll Rand         36,000      1,550
  Parker Hannifin        42,330      1,905
                                  --------
                                    10,608
                                  --------
MEDICAL PRODUCTS & SERVICES -- 1.2%
  Tenet Healthcare*      61,650      1,796
                                  --------
MISCELLANEOUS MANUFACTURING -- 2.5%
  Arvin Industries       49,130      1,928
  Magna International, 
    Cl A                 24,150      1,669
                                  --------
                                     3,597
                                  --------
MISCELLANEOUS TRANSPORTATION -- 0.8%
  Fleetwood Enterprises  36,000      1,208
                                  --------
PETROLEUM & FUEL PRODUCTS -- 4.4%
  Noble Drilling*        70,300      2,267
  Transocean Offshore    45,380      2,175
  USX-Marathon Group     50,000      1,859
                                  --------
                                     6,301
                                  --------
PETROLEUM REFINING -- 3.7%
  British Petroleum  ADR 21,740      1,974
  Chevron                22,000      1,830
  Mobil                  20,800      1,539
                                  --------
                                     5,343
                                  --------
PRINTING & PUBLISHING -- 1.2%
  Washington Post, Cl B   3,980      1,784
                                  --------



DESCRIPTION    SHARES/PAR (000) VALUE (000)
- -------------------------------------------
PROFESSIONAL SERVICES -- 1.6%
  Tech Data*             49,680   $  2,285
                                  --------
RETAIL -- 8.0%
  American Stores        47,800      1,165
  Consolidated Stores*   51,250      2,146
  Mac Frugals
   Bargains Close*       59,110      1,803
  Premark International  59,660      1,909
  Ross Stores            72,000      2,457
  TJX                    66,040      2,018
                                  --------
                                    11,498
                                  --------
RUBBER & PLASTIC -- 0.9%
  Goodyear Tire & Rubber 19,000      1,306
                                  --------
STEEL & STEEL WORKS -- 1.1%
  USX-U.S. Steel Group   45,700      1,588
                                  --------
WHOLESALE -- 1.2%
  Super-Valu             44,400      1,743
                                  --------
TOTAL COMMON STOCKS
   (Cost $109,093)                 142,731
                                  --------

CASH EQUIVALENT -- 0.8%
  SEI Liquid Asset Trust
   Government Portfolio $ 1,216      1,216
                                  --------
TOTAL CASH EQUIVALENT
   (Cost $1,216)                     1,216
                                  --------
TOTAL INVESTMENTS -- 99.9%
   (Cost $110,309)                 143,947
                                  --------
OTHER ASSETS AND LIABILITIES,
   NET -- 0.1%                         115
                                  --------
        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

44   SEPTEMBER 30, 1997
<PAGE>

VALUE EQUITY FUND

DESCRIPTION                    VALUE (000)
- ------------------------------------------
NET ASSETS:
FUND SHARES OF CLASS A 
   (unlimited authorization -- no 
   par value) based on 7,688,754
   outstanding shares of
   beneficial interest            $ 84,091
FUND SHARES OF CLASS B 
   (unlimited authorization -- no 
   par value) based on
   568,282 outstanding shares 
   of beneficial interest            7,505
Accumulated net realized gain
   on investments                   18,698
Net unrealized appreciation
   on investments                   33,638
Undistributed net investment income    130
                                  --------
TOTAL NET ASSETS -- 100.0%        $144,062
                                  ========
NET ASSET VALUE, OFFERING AND
   REDEMPTION PRICE PER
   SHARE -- CLASS A                 $17.44
                                  ========
MAXIMUM OFFERING PRICE PER
   SHARE -- CLASS A
   ($17.44 / 96.50%)                $18.07
                                  ========
NET ASSET VALUE AND OFFERING
   PRICE PER SHARE -- CLASS B (1)   $17.50
                                  ========

- -------------------------------------------
* NON-INCOME PRODUCING SECURITY
(1) CLASS B HAS A CONTINGENT DEFERRED SALES CHARGE. FOR A DESCRIPTION OF A
    POSSIBLE SALES CHARGE, SEE NOTES TO THE FINANCIAL STATEMENTS. 
ADR--AMERICAN DEPOSITORY RECEIPT 
CL--CLASS

GROWTH EQUITY FUND



DESCRIPTION             SHARES VALUE (000)
- ------------------------------------------
COMMON STOCKS -- 92.3%
AGRICULTURE -- 1.7%
  Dekalb Genetics, Cl B   6,790   $    301
  Pioneer Hi-Bred
   International          3,010        274
                                  --------
                                       575
                                  --------
AIRCRAFT -- 1.3%
  Sundstrand              3,365        194
  United Technologies     2,835        230
                                  --------
                                       424
                                  --------
APPAREL/TEXTILES -- 1.3%
  Jones Apparel Group*    8,000        432
                                  --------
AUTOMOTIVE -- 0.6%
  Federal Mogul           5,415        201
                                  --------
BANKS -- 1.5%
  Star Banc               4,360        200
  State Street            2,085        127
  Synovus Financial       7,905        180
                                  --------
                                       507
                                  --------
BEAUTY PRODUCTS -- 2.1%
  Avon Products           6,000        372
  Colgate-Palmolive       4,580        319
                                  --------
                                       691
                                  --------
BROADCASTING, NEWSPAPERS &
  ADVERTISING -- 0.8%
  Omnicom Group           3,700        269
                                  --------
CHEMICALS -- 2.6%
  Betzdearborn            3,240        222
  E.I. du Pont de Nemours 6,000        369
  Monsanto                3,380        132
  Praxair                 2,760        141
  Solutia*                  676         14
                                  --------
                                       878
                                  --------
COMMUNICATIONS EQUIPMENT -- 2.3%
  ADC Telecommunications* 6,615        215
  Northern Telecom        2,340        243
  Tellabs*                5,800        299
                                  --------
                                       757
                                  --------

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                         SEPTEMBER 30, 1997   45
<PAGE>
STATEMENT OF NET ASSETS

GROWTH EQUITY FUND



DESCRIPTION             SHARES VALUE (000)
- ------------------------------------------
COMPUTERS & SERVICES -- 5.3%
  Compaq Computer*        8,000   $    598
  Creative Technology
   Limited*               5,730        146
  Dell Computer*          3,040        295
  Diebold                 4,290        203
  Hewlett Packard         2,065        144
  IBM                     2,035        216
  Western Digital*        4,040        162
                                  --------
                                     1,764
                                  --------
CONTAINERS & PACKAGING -- 0.2%
  Newell                  1,990         80
                                  --------
DRUGS -- 6.9%
  Alza, Cl A*             2,830         82
  American Home Products  1,860        136
  Bristol-Myers Squibb    4,400        364
  Eli Lilly               3,750        452
  Merck                   3,300        330
  Pharmacia Upjohn ADR    3,800        139
  Schering Plough         8,200        422
  Warner Lambert          2,700        364
                                  --------
                                     2,289
                                  --------
ENTERTAINMENT -- 0.3%
  Walt Disney             1,435        116
                                  --------
FINANCIAL SERVICES -- 3.9%
  American Express        1,325        108
  Franklin Resources      6,750        629
  Price (T. Rowe) 
    Associates            4,060        273
  Slm Holding             1,900        294
                                  --------
                                     1,304
                                  --------
FOOD, BEVERAGE & TOBACCO -- 6.4%
  Campbell Soup           6,400        314
  Coca Cola Company       5,500        335
  Coca Cola Enterprises   3,540         95
  Flowers Industries      5,100        104
  H.J. Heinz              5,875        271
  Hershey Foods           4,690        265
  Panamerican
   Beverage, Cl A         3,430        134
  PepsiCo                 4,140        168



DESCRIPTION             SHARES VALUE (000)
- -------------------------------------------
  Philip Morris           7,800   $    324
  Ralston Purina Group    1,530        135
                                  --------
                                     2,145
                                  --------
GLASS PRODUCTS -- 0.5%
  Corning                 3,380        160
                                  --------
HOTELS & LODGING -- 1.5%
  Marriott International  5,000        355
  Promus Hotel*           3,400        152
                                  --------
                                       507
                                  --------
HOUSEHOLD PRODUCTS -- 3.0%
  Clorox                  2,000        148
  General Electric        6,200        422
  Hubbell, Cl B           4,520        209
  Illinois Tool Works     4,200        210
                                  --------
                                       989
                                  --------
INDUSTRIAL -- 0.4%
  Choicepoint*              680         25
  Viad                    5,195         99
                                  --------
                                       124
                                  --------
INSURANCE -- 1.5%
  American International
   Group                  2,257        233
  MGIC Investment         4,600        264
                                  --------
                                       497
                                  --------
LEASING & RENTING-- 0.9%
  Pitney Bowes            3,700        308
                                  --------
LEISURE -- 0.8%
  Callaway Golf           7,500        262
                                  --------
LUMBER & WOOD PRODUCTS -- 0.6%
  Plum Creek Timber       6,200        210
                                  --------
MACHINERY -- 3.7%
  Aeroquip-Vickers        4,415        216
  Crane                   4,375        180
  Dover                   2,125        144
  Dresser Industries      4,830        208
  Flowserve               7,800        233

        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

46   SEPTEMBER 30, 1997
<PAGE>

GROWTH EQUITY FUND



DESCRIPTION             SHARES VALUE (000)
- -------------------------------------------
  SPX                     1,560   $     91
  Tyco International 
     Limited              2,150        176
                                  --------
                                     1,248
                                  --------
MARINE TRANSPORTATION -- 0.7%
  Carnival, Cl A          5,000        231
                                  --------
MEASURING DEVICES -- 1.1%
  Perkin Elmer            3,090        226
  Thermo Instrument
   Systems*               3,280        138
                                  --------
                                       364
                                  --------
MEDICAL PRODUCTS & SERVICES -- 3.8%
  Becton Dickinson        1,525         73
  Dentsply International  4,200        235
  HBO                     6,000        227
  Health Management
   Associates, Cl A*      3,030         96
  Healthsouth
   Rehabilitation*        3,490         93
  Johnson & Johnson       5,000        288
  Oxford Health Plan*     1,155         87
  Sybron International*   3,630        156
                                  --------
                                     1,255
                                  --------
MISCELLANEOUS BUSINESS SERVICES -- 5.2%
  Adaptec*                5,305        248
  Altera*                 4,145        212
  BMC Software*           5,600        363
  Equifax                 6,800        214
  Microsoft*              2,140        283
  Netscape Communications*   39          1
  Newbridge Networks*     1,730        104
  Peoplesoft*             5,275        315
                                  --------
                                     1,740
                                  --------
MISCELLANEOUS CONSUMER SERVICES -- 0.8%
  Robert Half 
   International*         6,375        264
                                  --------
MISCELLANEOUS MANUFACTURING -- 2.0%
  Belden                  9,000        339
  Cognex*                 6,545        215
  Kemet*                  4,350        132
                                  --------
                                       686
                                  --------



DESCRIPTION              SHARES VALUE (000)
- -------------------------------------------
OFFICE FURNITURE & FIXTURES -- 2.0%
  Hon Industries          2,815   $    163
  Miller Herman           9,290        497
                                  --------
                                       660
                                  --------
PETROLEUM & FUEL PRODUCTS -- 8.8%
  BJ Services*            2,270        169
  Cooper Cameron*         4,465        321
  Ensco International     8,750        345
  Falcon Drilling*        5,330        188
  Halliburton             6,545        340
  Marine Drilling*        9,090        284
  Nabors Industries*      4,820        188
  Newfield Exploration*  11,175        314
  Schlumberger            4,000        337
  Smith International*    2,040        159
  Transocean Offshore     6,040        290
                                  --------
                                     2,935
                                  --------
PHOTOGRAPHIC EQUIPMENT & SUPPLIES -- 0.5%
  Xerox                   2,015        170
                                  --------
PRINTING & PUBLISHING-- 3.1%
  Gannett                 1,340        145
  McGraw Hill             3,420        232
  Meredith               10,100        335
  Time Warner             3,560        193
  Tribune                 2,500        133
                                  --------
                                     1,038
                                  --------
PROFESSIONAL SERVICES -- 0.9%
  Servicemaster Limited
   Partnership           10,125        289
                                  --------
RETAIL -- 6.8%
  Bed Bath and Beyond*    4,440        156
  Dayton Hudson           2,460        147
  Dollar General          4,343        148
  Dollar Tree Stores*     3,715        156
  General Nutrition*     10,485        305
  Home Depot              2,997        156
  Kohls*                  2,450        174
  Kroger*                 7,200        217
  Quality Food Centers*   3,650        149
  Ross Stores             4,710        161

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                         SEPTEMBER 30, 1997   47
<PAGE>
STATEMENT OF NET ASSETS

GROWTH EQUITY FUND



DESCRIPTION   SHARES/PAR (000) VALUE (000)
- ------------------------------------------
  TJX                    10,000   $    306
  Walgreen                8,260        212
                                  --------
                                     2,287
                                  --------
RUBBER & PLASTIC -- 0.5%
  Sealed Air*             3,100        170
                                  --------
SEMI-CONDUCTORS/INSTRUMENTS -- 2.1%
  American Power
   Conversion*            5,125        144
  Amphenol*               4,013        173
  Intel                   2,756        254
  Vitesse Semiconductor*  2,992        148
                                  --------
                                       719
                                  --------
TELEPHONES & TELECOMMUNICATION -- 3.6%
  Ameritech               1,465         97
  Bell Atlantic           3,000        241
  BellSouth               5,300        245
  Cincinnati Bell         6,200        176
  Ericsson Telephone ADR  3,020        145
  Lucent Technologies     2,566        209
  U.S. West               2,625        101
                                  --------
                                     1,214
                                  --------
WHOLESALE -- 0.3%
  Cardinal Health         1,205         86
                                  --------
TOTAL COMMON STOCKS
   (Cost $22,765)                   30,845
                                  --------

CASH EQUIVALENT -- 3.0%
  SEI Liquid Asset Trust
   Government Portfolio $ 1,002      1,002
                                  --------
TOTAL CASH EQUIVALENT
   (Cost $1,002)                     1,002
                                  --------

REPURCHASE AGREEMENT -- 4.3%
  UBS SECURITIES
   6.010%, dated 9/30/97,
   matures 10/1/97, repurchase
   price $1,433,000
   (collateralized by U.S.
   Treasury Note, par
   value $1,465,000,
   5.750%, 9/30/99,
   market value:
   $1,464,000)            1,432      1,432
                                  --------



DESCRIPTION                    VALUE (000)
- ------------------------------------------
TOTAL REPURCHASE AGREEMENT
   (Cost $1,432)                  $  1,432
                                  --------
TOTAL INVESTMENTS -- 99.6%
   (Cost $25,199)                   33,279
                                  --------
OTHER ASSETS AND LIABILITIES,
   NET -- 0.4%                         129
                                  --------

NET ASSETS:
FUND SHARES OF CLASS A 
   (unlimited authorization -- no 
   par value) based on
   1,999,203 outstanding 
   shares of
   beneficial interest              23,023
FUND SHARES OF CLASS B 
   (unlimited authorization -- no 
   par value) based on
   114,347 outstanding shares of
   beneficial interest               1,561
Accumulated net realized gain
   on investments                      745
Net unrealized appreciation
   on investments                    8,080
Distributions in excess of net
   investment income                    (1)
                                  --------
TOTAL NET ASSETS -- 100.0%         $33,408
                                  ========
NET ASSET VALUE, OFFERING AND
   REDEMPTION PRICE PER
   SHARE -- CLASS A                 $15.81
                                  ========
MAXIMUM OFFERING PRICE PER
   SHARE -- CLASS A
   ($15.81 / 96.50%)                $16.38
                                  ========
NET ASSET VALUE AND OFFERING PRICE
   PER SHARE -- CLASS B (1)         $15.74
                                  ========

- -------------------------------------------
* NON-INCOME PRODUCING SECURITY
(1) CLASS B HAS A CONTINGENT DEFERRED SALES CHARGE. FOR A DESCRIPTION OF A
    POSSIBLE SALES CHARGE, SEE NOTES TO THE FINANCIAL STATEMENTS. 
ADR--AMERICAN DEPOSITORY RECEIPT 
CL--CLASS

        THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

48   SEPTEMBER 30, 1997
<PAGE>

SMALL CAP EQUITY FUND



DESCRIPTION            SHARES  VALUE (000)
- ------------------------------------------
INVESTMENT COMPANY -- 98.1%
  SEI Institutional Managed
   Trust Small Cap
   Growth Portfolio     216,893     $4,190
                                    ------
TOTAL INVESTMENT COMPANY
   (Cost $3,361)                     4,190
                                    ------
TOTAL INVESTMENTS -- 98.1%
   (Cost $3,361)                     4,190
                                    ------
OTHER ASSETS AND LIABILITIES,
   NET -- 1.9%                          80
                                    ------

NET ASSETS:
FUND SHARES OF CLASS A 
   (unlimited authorization -- no 
   par value) based on
   296,227 outstanding shares of
   beneficial interest               2,904
FUND SHARES OF CLASS B 
   (unlimited authorization -- no 
   par value) based on 53,767
   outstanding shares of
   beneficial interest                 550
Accumulated net realized loss
   on investments                      (13)
Net unrealized appreciation
   on investments                      829
                                    ------
TOTAL NET ASSETS -- 100.0%          $4,270
                                    ======
NET ASSET VALUE, OFFERING AND
   REDEMPTION PRICE PER
   SHARE -- CLASS A                 $12.21
                                    ======
MAXIMUM OFFERING PRICE PER
   SHARE -- CLASS A
   ($12.21 / 96.50%)                $12.65
                                    ======
NET ASSET VALUE AND OFFERING
   PRICE PER SHARE -- CLASS B (1)   $12.16
                                    ======
- -------------------------------------------
(1) CLASS B HAS A CONTINGENT DEFERRED SALES CHARGE. FOR A DESCRIPTION OF A
    POSSIBLE SALES CHARGE, SEE NOTES TO THE FINANCIAL STATEMENTS.

INTERNATIONAL EQUITY FUND



DESCRIPTION            SHARES  VALUE (000)
- ------------------------------------------
INVESTMENT COMPANY -- 98.2%
  SEI International Trust
   International Equity
   Portfolio            353,175     $3,723
                                    ------
TOTAL INVESTMENT COMPANY
   (Cost $3,630)                     3,723
                                    ------
TOTAL INVESTMENTS -- 98.2%
   (Cost $3,630)                     3,723
                                    ------
OTHER ASSETS AND LIABILITIES,
   NET -- 1.8%                          70
                                    ------

NET ASSETS:
FUND SHARES OF CLASS A 
   (unlimited authorization -- no 
   par value) based on
   312,678 outstanding shares of
   beneficial interest               3,349
FUND SHARES OF CLASS B 
   (unlimited authorization -- no 
   par value) based on 32,740
   outstanding shares of
   beneficial interest                 349
Accumulated net realized gain
   on investments                        2
Net unrealized appreciation
   on investments                       93
                                    ------
TOTAL NET ASSETS -- 100.0%          $3,793
                                    ======
NET ASSET VALUE, OFFERING AND
   REDEMPTION PRICE PER
   SHARE -- CLASS A                 $10.98
                                    ======
MAXIMUM OFFERING PRICE PER
   SHARE -- CLASS A
   ($10.98 / 96.50%)                $11.38
                                    ======
NET ASSET VALUE AND OFFERING
   PRICE PER SHARE -- CLASS B (1)   $10.94
                                    ======
- -------------------------------------------
(1) CLASS B HAS A CONTINGENT DEFERRED SALES CHARGE. FOR A DESCRIPTION OF A
    POSSIBLE SALES CHARGE, SEE NOTES TO THE FINANCIAL STATEMENTS.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

                                                         SEPTEMBER 30, 1997   49
<PAGE>
STATEMENT OF OPERATIONS (000)
<TABLE>
<CAPTION>

                                                            TREASURY                                   STRATEGIC     LOUISIANA     
                                          INSTITUTIONAL    SECURITIES     TAX EXEMPT     GOVERNMENT      INCOME       TAX-FREE   
                                          MONEY MARKET    MONEY MARKET   MONEY MARKET    SECURITIES       BOND         INCOME   
                                              FUND            FUND           FUND           FUND         FUND (2)       FUND     
                                           ----------      ----------    ------------   ------------   ----------    ----------  
                                             10/1/96         10/1/96       10/1/96         10/1/96       1/31/97       10/1/96     
                                           TO 9/30/97      TO 9/30/97    TO 9/30/97      TO 9/30/97    TO 9/30/97    TO 9/30/97  
                                           ----------      ----------    ------------   ------------   ----------    ----------  
INVESTMENT INCOME:
<S>                                          <C>             <C>            <C>            <C>            <C>         <C>          
   Interest income                           $3,139          $63,906        $2,869         $ 9,676        $644        $1,418       
   Dividend income                               --               --            --              --          --            --       
                                             ------          -------        ------         -------        ----        ------     
     TOTAL INVESTMENT INCOME                  3,139           63,906         2,869           9,676         644         1,418       
                                             ------          -------        ------         -------        ----        ------       
EXPENSES:
   Administration fees                           58            1,764           115             232          14            43       
   Less: waiver of administration fees           --              (36)          (20)            (41)         (9)           (7)      
   Investment advisory fees                      87            3,529           362             852          67           100       
   Less: waiver of investment
     advisory fees                              (65)            (12)          (22)             (58)        (39)           (3)      
   Custodian fees                                 9              176            12              23           1             4       
   Transfer agent fees                           14               69            12              36          16            31       
   Distribution fees (1)                         --            1,608           192               5           1             6       
   Less: waiver of distribution fees (1)         --             (364)         (192)             --          --            --       
   Professional fees                              4              121            19              16           6             1       
   Registration fees                             33              112             4               1          21             5       
   Trustee fees                                   1               30             2               3          --            --       
   Printing expense                               2               62             5               9           1             1       
   Amortization of deferred
     organization costs                          --               35             1               6          --            --       
   Insurance and other fees                       1               31            11               5           3             1       
                                             ------          -------        ------         -------        ----        ------       
     TOTAL EXPENSES                             144            7,125           501           1,089          82           182       
                                             ------          -------        ------         -------        ----       -------       
LESS:
   Reimbursement by Administrator                --               --            --              --          --            --       
                                             ------          -------        ------         -------        ----        ------       
NET INVESTMENT INCOME                         2,995           56,781         2,368           8,587         562         1,236       
                                             ------          -------        ------         -------        ----        ------       
NET REALIZED GAIN (LOSS) ON SECURITIES SOLD      --               34            --             (19)         --            --       
CHANGE IN UNREALIZED APPRECIATION
   (DEPRECIATION) ON INVESTMENT SECURITIES       --               --            --           3,734         239         1,038       
                                             ------          -------        ------         -------        ----        ------       
NET REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS                                --               34            --           3,715         239         1,038       
                                             ------          -------        ------         -------        ----        ------       
INCREASE IN NET ASSETS
   RESULTING FROM OPERATIONS                 $2,995          $56,785        $2,368         $12,302        $801        $2,274       
                                             ======          =======        ======         =======        ====        ======       

AMOUNTS DESIGNATED AS "--" ARE EITHER $0 OR HAVE BEEN ROUNDED TO $0.
(1) ALL DISTRIBUTION FEES AND WAIVERS ARE INCURRED AT THE RETAIL CLASS LEVEL FOR
    TREASURY SECURITIES MONEY MARKET FUND AND THE CLASS B LEVEL FOR NON-DOLLAR
    FUNDS.
(2) THE STRATEGIC INCOME BOND FUND COMMENCED OPERATIONS ON JANUARY 31, 1997.
(3) THE SMALL CAP EQUITY AND INTERNATIONAL EQUITY FUNDS COMMENCED OPERATIONS ON
    JANUARY 31, 1997.

     
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
</TABLE>

50   SEPTEMBER 30, 1997

<PAGE>


<TABLE>
<CAPTION>

                                         
                                                             VALUE       GROWTH     SMALL CAP   INTERNATIONAL
                                              BALANCED      EQUITY       EQUITY      EQUITY        EQUITY
                                                FUND         FUND         FUND      FUND (3)       FUND (3)
                                             ----------   ----------   ----------  -----------   -----------
                                               10/1/96      10/1/96      10/1/96     1/31/97       1/31/97
                                             TO 9/30/97   TO 9/30/97   TO 9/30/97   TO 9/30/97   TO 9/30/97
                                             ----------   ----------   ----------   ----------   ----------
INVESTMENT INCOME:
<S>                                           <C>           <C>         <C>            <C>         <C> 
   Interest income                            $ 3,435       $  137      $  116        $  --       $  --
   Dividend income                              1,459        2,561         260           --          --
                                              -------      -------      ------         ----        ----
     TOTAL INVESTMENT INCOME                    4,894        2,698         376           --          --
                                              -------      -------      ------         ----        ----
EXPENSES:
   Administration fees                            186          173          39            2           2
   Less: waiver of administration fees            (33)          (5)         (7)          (2)         (2)
   Investment advisory fees                       918          872         191            6           4
   Less: waiver of investment
     advisory fees                                (41)          --          (5)          (3)         (2)
   Custodian fees                                  18           18           4           --          --
   Transfer agent fees                             41           38          25           14          14
   Distribution fees (1)                           21           46           6            1           1
   Less: waiver of distribution fees (1)           --           --          --           --          --
   Professional fees                                9           13           3           --          --
   Registration fees                                3           15           3            1           1
   Trustee fees                                     2            4          --           --          --
   Printing expense                                 6           15           3            4           4
   Amortization of deferred
     organization costs                             4            9           1           --          --
   Insurance and other fees                         3            2          --           --          --
                                              -------      -------      ------        -----        ----
     TOTAL EXPENSES                             1,137        1,200         263           23          22
                                              -------      -------      ------        -----        ----
LESS:
   Reimbursement by Administrator                  --           --          --          (19)        (18)
                                              -------      -------      ------        -----        ----
NET INVESTMENT INCOME                           3,757        1,498         113           (4)         (4)
                                              -------      -------      ------        -----        ----
NET REALIZED GAIN (LOSS) ON SECURITIES SO      12,142       18,764         818           (9)          6
CHANGE IN UNREALIZED APPRECIATION
   (DEPRECIATION) ON INVESTMENT SECURITIE      13,260       23,918       6,453          829          93
                                              -------      -------      ------        -----        ----
NET REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS                              25,402       42,682       7,271          820          98
                                              -------      -------      ------        -----        ----
INCREASE IN NET ASSETS
   RESULTING FROM OPERATIONS                  $29,159      $44,180      $7,384        $ 816        $ 95
                                              =======      =======      ======        =====        ====
</TABLE>

SEPTEMBER 30, 1997   51
<PAGE>

STATEMENT OF CHANGES IN NET ASSETS (000)
<TABLE>
<CAPTION>
                                        INSTITUTIONAL        TREASURY SECURITIES           TAX EXEMPT               GOVERNMENT     
                                      MONEY MARKET FUND       MONEY MARKET FUND       MONEY MARKET FUND (6)       SECURITIES FUND   
                                   ---------------------- -----------------------     ---------------------   ----------------------
                                   10/1/96     10/1/95      10/1/96     10/1/95        10/1/96     6/7/96      10/1/96      10/1/95 
                                  TO 9/30/97  TO 9/30/96  TO 9/30/97   TO 9/30/96     TO 9/30/97 TO 9/30/96   TO 9/30/97  TO 9/30/96
                                  ----------  ----------  ----------   ----------     ---------- ----------   ----------  ----------
   INVESTMENT ACTIVITIES:
<S>                               <C>         <C>        <C>           <C>            <C>         <C>         <C>          <C>      
   Net investment income          $   2,995   $  1,510   $    56,781   $   46,0002    $   2,368   $    469    $  8,587     $  8,530 
   Net realized gain (loss) on
     securities sold                     --       --               4             8           --         --         (19)         169 
   Net unrealized appreciation
     (depreciation) of investment
     securities                          --       --              --            --           --         --       3,734       (3,474)
                                  ---------   --------    ----------   -----------    ---------   --------    --------     -------- 
     NET INCREASE IN NET ASSETS
       RESULTING FROM OPERATIONS      2,995      1,510        56,785        46,010        2,368        469      12,302        5,225 
                                  ---------   --------    ----------   -----------    ---------   --------    --------     -------- 

   DISTRIBUTIONS TO SHAREHOLDERS:
   Income distribution Class A(1)    (2,995)    (1,510)      (30,423)      (29,276)      (2,368)      (469)     (8,550)      (8,516)
   Income distribution Class B(2)        --         --       (24,421)      (16,726)          --         --         (37)         (18)
   Income distribution Class C(3)        --         --        (1,937)           --           --         --          --           -- 
   Capital gain distribution
     Class A(1)                          --         --            --            --           --         --          --           -- 
   Capital gain distribution
     Class B(2)                          --         --            --            --           --         --          --           -- 
                                  ---------   --------    ----------   -----------    ---------   --------    --------     -------- 
     TOTAL DISTRIBUTIONS             (2,995)    (1,510)      (56,781)       46,002       (2,368)      (469)     (8,587)      (8,534)
                                  ---------   --------    ----------   -----------    ---------   --------    --------     -------- 
   SHARE TRANSACTIONS:
   Class A (1):
     Shares issued                  340,575    102,959     1,432,933     1,168,501           --         --      38,560       94,996 
     Shares issued in lieu of
       cash distribution                 --         --           334           184           --         --       4,088        4,408 
     Shares redeemed               (310,063)  (106,269)   (1,514,130)   (1,052,141)          --         --     (57,641)     (60,190)
                                  ---------   --------    ----------   -----------    ---------   --------   ----------    -------- 
       TOTAL CLASS A SHARE
       TRANSACTIONS                  30,512     (3,310)      (80,863)      116,544           --         --     (14,993)      39,214 
                                  ---------   --------    ----------   -----------    ---------   --------    --------     -------- 
   Class B (2):
     Shares issued                       --         --     1,126,969       877,916      154,486    106,346         595          310 
     Shares issued in lieu of
        cash distribution                --         --        12,486         9,617        1,280        222          34           17 
     Shares redeemed                     --         --      (945,607)     (759,215)    (145,236)   (40,354)       (107)         (40)
                                  ---------   --------    ----------   -----------    ---------   --------    --------     -------- 
     TOTAL CLASS B SHARE
       TRANSACTIONS                      --         --       193,848       128,318       10,530     66,214         522          287 
                                  ---------   --------    ----------   -----------    ---------   --------    --------     -------- 
   Class C (3):
     Shares issued                       --         --       312,106            --           --         --          --           -- 
     Shares issued in lieu of
       cash distribution                 --         --            --            --           --         --          --           -- 
     Shares redeemed                     --         --      (109,894)           --           --         --          --           -- 
                                  ---------   --------    ----------   -----------    ---------   --------    --------     -------- 
     TOTAL CLASS C SHARE
       TRANSACTIONS                      --         --       202,212            --           --         --          --           -- 
                                  ---------   --------    ----------   -----------    ---------   --------    --------     -------- 
INCREASE (DECREASE) IN NET ASSETS
   FROM SHAREHOLDER TRANSACTIONS     30,512     (3,310)      315,197       244,862       10,530     66,214     (14,471)      39,501 
                                  ---------   --------    ----------   -----------    ---------   --------   ----------    -------- 
     TOTAL INCREASE (DECREASE) IN
       NET ASSETS                    30,512     (3,310)      315,201       244,870       10,530     66,214     (10,756)      36,192 
                                  ---------   --------    ----------   -----------    ---------   --------    --------     -------- 


                                     STRATEGIC INCOME      LOUISIANA TAX-FREE                                         VALUE         
                                       BOND FUND (4)           INCOME FUND              BALANCED FUND              EQUITY FUND      
                                     ----------------   -----------------------  -------------------------   -----------------------
                                          1/31/97         10/1/96     10/1/95      10/1/96        10/1/95     10/1/96      10/1/95  
                                        TO 9/30/97      TO 9/30/97   TO 9/30/96   TO 9/30/97    TO 9/30/96   TO 9/30/97   TO 9/30/97
                                        ----------      ----------   ----------  -----------    ----------   ----------   ----------
   INVESTMENT ACTIVITIES:
<S>                                      <C>             <C>          <C>         <C>           <C>           <C>         <C>       
   Net investment income                 $   562         $  1,236     $   777    $    3,757    $    3,754    $    1,498   $   1,636 
   Net realized gain (loss) on
     securities sold                          --               --         (20)       12,142         4,170        18,764       6,632 
   Net unrealized appreciation
     (depreciation) of investment
     securities                              239            1,038         (37)       13,260         1,350        23,918       1,141 
                                         -------         --------     -------    ----------    ----------    ----------   --------- 
     NET INCREASE IN NET ASSETS
       RESULTING FROM OPERATIONS             801            2,274         720        29,159         9,274        44,180       9,409 
                                         -------         --------     -------    ----------    ----------    ----------   --------- 

   DISTRIBUTIONS TO SHAREHOLDERS:
   Income distribution Class A(1)           (554)          (1,206)       (752)       (3,676)       (3,722)       (1,459)     (1,595)
   Income distribution Class B(2)             (8)             (30)        (25)          (68)          (45)          (39)        (40)
   Income distribution Class C(3)             --               --          --            --            --            --          -- 
   Capital gain distribution
     Class A(1)                               --               --          --        (4,877)       (1,259)       (5,916)       (987)
   Capital gain distribution
     Class B(2)                               --               --          --           (98)          (17)         (269)        (26)
                                         -------         --------     -------    ----------    ----------    ----------   --------- 
     TOTAL DISTRIBUTIONS                    (562)          (1,236)       (777)       (8,719)       (5,043)       (7,683)     (2,648)
                                         -------         --------    --------    ----------    ----------    ----------   --------- 
   SHARE TRANSACTIONS:
   Class A (1):
     Shares issued                        17,068           21,750      15,116        15,119        55,812        32,366      42,018 
     Shares issued in lieu of
       cash distribution                     261              546         295         7,838         4,680         3,882       1,256 
     Shares redeemed                      (1,996)          (5,774)     (6,126)      (22,355)      (37,358)      (30,068)    (15,165)
                                         -------         --------    --------    ----------    ----------    ----------   --------- 
       TOTAL CLASS A SHARE
       TRANSACTIONS                       15,333           16,522       9,285           602        23,134         6,180      28,109 
                                         -------         --------     -------    ----------    ----------    ----------   --------- 
   Class B (2):
     Shares issued                           454              429         183         1,543           926         4,063       2,725 
     Shares issued in lieu of
        cash distribution                      6               22          18           146            58           280          60 
     Shares redeemed                          --              (67)        (37)         (231)         (182)         (456)       (299)
                                         -------         --------     -------    ----------    ----------    ----------   --------- 
     TOTAL CLASS B SHARE
       TRANSACTIONS                          460              384         164         1,458           802         3,887       2,486 
                                         -------         --------     -------    ----------    ----------    ----------   --------- 
   Class C (3):
     Shares issued                            --               --          --            --            --            --          -- 
     Shares issued in lieu of
       cash distribution                      --               --          --            --            --            --          -- 
     Shares redeemed                          --               --          --            --            --            --          -- 
                                         -------         --------     -------    ----------    ----------    ----------   --------- 
     TOTAL CLASS C SHARE
       TRANSACTIONS                           --               --          --            --            --            --          -- 
                                         -------         --------     -------    ----------    ----------    ----------   --------- 
INCREASE (DECREASE) IN NET ASSETS
   FROM SHAREHOLDER TRANSACTIONS          15,793           16,906       9,449         2,060        23,936        10,067      30,595 
                                         -------         --------     -------    ----------    ----------    ----------   --------- 
     TOTAL INCREASE (DECREASE) IN
       NET ASSETS                         16,032           17,944       9,392        22,500        28,167        46,564      37,356 
                                         -------         --------     -------    ----------    ----------    ----------   --------- 


                                        GROWTH EQUITY             SMALL CAP      INTERNATIONAL
                                           FUND (7)            EQUITY FUND (5)   EQUITY FUND (5)
                                   ------------------------    --------------    ---------------
                                   10/1/96         3/1/96          1/31/97            1/31/97
                                  TO 9/30/97     TO 9/30/96      TO 9/30/97         TO 9/30/97
                                  ------------   ----------      ----------         ----------
   INVESTMENT ACTIVITIES:
<S>                                 <C>            <C>            <C>                <C>     
   Net investment income           $      113     $       71    $       (4)          $    (4)
   Net realized gain (loss) on
     securities sold                      818            (73)           (9)                6
   Net unrealized appreciation
     (depreciation) of investment
     securities                         6,453          1,627           829                93
                                   ----------     ----------    ----------           -------
     NET INCREASE IN NET ASSETS
       RESULTING FROM OPERATIONS        7,384          1,625           816                95
                                   ----------     ----------    ----------           -------

   DISTRIBUTIONS TO SHAREHOLDERS:
   Income distribution Class A(1)        (114)           (71)           --                --
   Income distribution Class B(2)          --             --            --                --
   Income distribution Class C(3)          --             --            --                --
   Capital gain distribution
     Class A(1)                            --             --            --                --
   Capital gain distribution
     Class B(2)                            --             --            --                --
                                   ----------     ----------    ----------          --------
     TOTAL DISTRIBUTIONS                 (114)           (71)           --                --
                                   ----------     ----------    ----------          --------
   SHARE TRANSACTIONS:
   Class A (1):
     Shares issued                     15,927         29,369         3,707             3,447
     Shares issued in lieu of
       cash distribution                   79             62            --                --
     Shares redeemed                   (9,836)       (12,578)         (803)              (96)
                                   ----------     ----------    ----------          --------
       TOTAL CLASS A SHARE
       TRANSACTIONS                     6,170         16,853         2,904             3,349
                                   ----------     ----------    ----------          --------
   Class B (2):
     Shares issued                      1,472            145           565               356
     Shares issued in lieu of
        cash distribution                  --             --            --                --
     Shares redeemed                      (56)            --           (15)               (7)
                                   ----------     ----------    ----------          --------
     TOTAL CLASS B SHARE
       TRANSACTIONS                     1,416            145           550               349
                                   ----------     ----------    ----------          --------
   Class C (3):
     Shares issued                         --             --            --                --
     Shares issued in lieu of
       cash distribution                   --             --            --                --
     Shares redeemed                       --             --            --                --
                                   ----------     ----------    ----------          --------
     TOTAL CLASS C SHARE
       TRANSACTIONS                        --             --            --                --
                                   ----------     ----------    ----------          --------
INCREASE (DECREASE) IN NET ASSETS
   FROM SHAREHOLDER TRANSACTIONS        7,586         16,998         3,454             3,698
                                   ----------     ----------    ----------          --------
     TOTAL INCREASE (DECREASE) IN
       NET ASSETS                      14,856         18,552         4,270             3,793
                                   ----------     ----------    ----------          --------

AMOUNTS DESIGNATED AS "--" ARE EITHER $0 OR HAVE BEEN ROUNDED TO $0.
(1) TRUST CLASS FOR TREASURY SECURITIES MONEY MARKET FUND.
(2) RETAIL CLASS FOR TREASURY SECURITIES MONEY MARKET FUND AND TAX EXEMPT MONEY
    MARKET FUND. 
(3) CASH SWEEP CLASS FOR TREASURY SECURITIES MONEY MARKET FUND. 
(4) THE STRATEGIC INCOME BOND FUND COMMENCED OPERATIONS ON JANUARY 31, 1997. 
(5) THE SMALL CAP EQUITY AND INTERNATIONAL EQUITY FUNDS COMMENCED OPERATIONS ON 
    JANUARY 31, 1997. 
(6) THE TAX EXEMPT MONEY MARKET FUND COMMENCED OPERATIONS ON JUNE 7, 1996. 
(7) THE GROWTH EQUITY FUND COMMENCED OPERATIONS ON MARCH 1, 1996.

</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

52 & 53    SEPTEMBER 30, 1997
<PAGE>
STATEMENT OF CHANGES IN NET ASSETS (000)

<TABLE>
<CAPTION>
                              INSTITUTIONAL      TREASURY SECURITIES      TAX EXEMPT            GOVERNMENT        STRATEGIC INCOME  
                            MONEY MARKET FUND     MONEY MARKET FUND   MONEY MARKET FUND (6)   SECURITIES FUND       BOND FUND (4)   
                          --------------------- --------------------- --------------------- --------------------- ----------------  
                            10/1/96    10/1/95    10/1/96    10/1/95    10/1/96   6/7/96      10/1/96    10/1/95       1/31/97      
                          TO 9/30/97 TO 9/30/96 TO 9/30/97 TO 9/30/96 TO 9/30/97 TO 9/30/96 TO 9/30/97 TO 9/30/96     TO 9/30/97    
                          ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------     ----------    
   NET ASSETS:
<S>                         <C>       <C>       <C>         <C>         <C>        <C>       <C>        <C>            <C>          
   Beginning of period      $28,004   $ 31,314  $1,048,887  $  804,017  $ 66,214   $    --   $160,840   $124,648       $    --      
                            -------   --------  ----------  ----------  --------   -------   --------   --------       -------      
   End of period            $58,516   $ 28,004  $1,364,088  $1,048,887  $ 76,744   $66,214   $150,084   $160,840       $16,032      
                            -------   --------  ----------  ----------  --------   -------   --------   --------       -------      
   SHARES ISSUED AND
   REDEEMED:
   Class A (1):
     Issued                 340,575    102,959   1,432,933   1,168,501        --        --      3,925      9,606         1,710      
     Issued in lieu of cash
       distribution              --         --         334         184        --        --        416        451            26      
     Redeemed              (310,063)  (106,269) (1,514,130) (1,052,141)       --        --     (5,864)    (6,148)         (201)     
                            -------   --------  ----------  ----------  --------   -------   --------   --------       -------      
     TOTAL CLASS A SHARE
       TRANSACTIONS          30,512     (3,310)    (80,863)    116,544        --        --     (1,523)     3,909         1,535      
                            -------   --------  ----------  ----------  --------   -------   --------   --------       -------      
   Class B (2):
     Issued                      --         --   1,126,969     877,916   154,486   106,346         61         31            46      
     Issued in lieu of cash
       distribution              --         --      12,486       9,617     1,280       222          3          2             1      
     Redeemed                    --         --    (945,607)   (759,215) (145,236)  (40,354)       (11)        (4)           --      
                            -------   --------  ----------  ----------  --------   -------   --------   --------       -------      
     TOTAL CLASS B SHARE
       TRANSACTIONS              --         --     193,848     128,318    10,530    66,214         53         29            47      
                            -------   --------  ----------  ----------  --------   -------   --------   --------       -------      
   Class C (3):
     Issued                      --         --     312,106          --        --        --         --         --            --      
     Issued in lieu of cash
       distribution              --         --          --          --        --        --         --         --            --      
     Redeemed                    --         --    (109,894)         --        --        --         --         --            --      
                            -------   --------  ----------  ----------  --------   -------   --------   --------       -------      
     TOTAL CLASS C SHARE
       TRANSACTIONS              --         --     202,212          --        --        --         --         --            --      
                            -------   --------  ----------  ----------  --------   -------   --------   --------       -------      
NET INCREASE (DECREASE) IN
   SHARE TRANSACTIONS        30,512     (3,310)    315,198     244,862    10,530    66,214     (1,470)     3,938         1,582      
                            -------   --------  ----------  ----------  --------   -------   --------   --------       -------      


                            LOUISIANA TAX-FREE                                VALUE             GROWTH EQUITY      SMALL CAP      
                               INCOME FUND          BALANCED FUND          EQUITY FUND             FUND (7)       EQUITY FUND (5) 
                          --------------------- --------------------- --------------------- --------------------- --------------- 
                            10/1/96    10/1/95    10/1/96    10/1/95   10/1/96    10/1/95    10/1/96     3/1/96        1/31/97    
                          TO 9/30/97 TO 9/30/96 TO 9/30/97 TO 9/30/96 TO 9/30/97 TO 9/30/96 TO 9/30/97 TO 9/30/96    TO 9/30/97   
                          ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------    ----------   
   NET ASSETS:
<S>                        <C>         <C>       <C>        <C>        <C>        <C>        <C>         <C>          <C>         
   Beginning of period     $21,664     $12,272   $116,380   $ 88,213   $  97,498  $ 60,142   $ 18,552    $     --     $     --    
                           -------     -------   --------   --------   ---------  --------   --------    --------     --------    
   End of period           $39,608     $21,664   $138,880   $116,380   $ 144,062  $ 97,498   $ 33,408    $ 18,552     $  4,270    
                           -------     -------   --------   --------   ---------  --------   --------    --------     --------    
   SHARES ISSUED AND
   REDEEMED:
   Class A (1):
     Issued                  2,204       1,540      1,283      5,030       2,231     3,370      1,198       2,638          380    
     Issued in lieu of cash
       distribution             55          30        676        420         294       101          6           5           --    
     Redeemed                 (593)       (627)    (1,891)    (3,351)     (2,070)   (1,219)      (726)     (1,122)         (83)   
                           -------   ----------  --------   --------   ---------  --------   --------    --------     --------    
     TOTAL CLASS A SHARE
       TRANSACTIONS          1,666         943         68      2,099         455     2,252        478       1,521          297    
                           -------   ----------  --------   --------   ---------  --------   --------    --------     --------    
   Class B (2):
     Issued                     43          18        127         83         271       218        106          13           55    
     Issued in lieu of cash
       distribution              2           2         13          5          21         5         --          --           --    
     Redeemed                   (7)         (4)       (19)       (16)        (32)      (24)        (4)         --           (1)   
                           -------   ----------  --------   --------   ---------  --------   --------    --------     --------    
     TOTAL CLASS B SHARE
       TRANSACTIONS             38          16        121         72         260       199        102          13           54    
                           -------   ----------  --------   --------   ---------  --------   --------    --------     --------    
   Class C (3):
     Issued                     --          --         --         --          --        --         --          --           --    
     Issued in lieu of cash
       distribution             --          --         --         --          --        --         --          --           --    
     Redeemed                   --          --         --         --          --        --         --          --           --    
                           -------   ----------  --------   --------   ---------  --------   --------    --------     --------    
     TOTAL CLASS C SHARE
       TRANSACTIONS             --          --         --         --          --        --         --          --           --    
                           -------   ----------  --------   --------   ---------  --------   --------    --------     --------    
NET INCREASE (DECREASE) IN
   SHARE TRANSACTIONS        1,704         959        189      2,171         715     2,451        580       1,534          351    
                           -------   ----------  --------   --------   ---------  --------   --------    --------     --------    


                             INTERNATIONAL
                           EQUITY FUND (5)
                           ----------------
                                1/31/97
                              TO 9/30/97
                              ----------
   NET ASSETS:
<S>                              <C>   
   Beginning of period           $   --
                                 ------
   End of period                 $3,793
                                 ------
   SHARES ISSUED AND
   REDEEMED:
   Class A (1):
     Issued                         322
     Issued in lieu of cash
       distribution                  --
     Redeemed                        (9)
                                 ------
     TOTAL CLASS A SHARE
       TRANSACTIONS                 313
                                 ------
   Class B (2):
     Issued                          33
     Issued in lieu of cash
       distribution                  --
     Redeemed                        (1)
                                 ------
     TOTAL CLASS B SHARE
       TRANSACTIONS                  32
                                 ------
   Class C (3):
     Issued                          --
     Issued in lieu of cash
       distribution                  --
     Redeemed                        --
                                 ------
     TOTAL CLASS C SHARE
       TRANSACTIONS                  --
                                 ------
NET INCREASE (DECREASE) IN
   SHARE TRANSACTIONS               345
                                 ------

AMOUNTS DESIGNATED AS "--" ARE EITHER $0 OR HAVE BEEN ROUNDED TO $0.
(1) TRUST CLASS FOR TREASURY SECURITIES MONEY MARKET FUND.
(2) RETAIL CLASS FOR TREASURY SECURITIES MONEY MARKET FUND AND TAX-EXEMPT MONEY
    MARKET FUND. 
(3) CASH SWEEP CLASS FOR TREASURY SECURITIES MONEY MARKET FUND. 
(4) THE STRATEGIC INCOME BOND FUND COMMENCED OPERATIONS ON JANUARY 31, 1997. 
(5) THE SMALL CAP EQUITY AND INTERNATIONAL EQUITY FUNDS COMMENCED OPERATIONS ON
    JANUARY 31, 1997. 
(6) THE TAX EXEMPT MONEY MARKET FUND COMMENCED OPERATIONS ON JUNE 7, 1996. 
(7) THE GROWTH EQUITY FUND COMMENCED OPERATIONS ON MARCH 1, 1996.

</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

54 & 55    SEPTEMBER 30, 1997
<PAGE>

FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD ENDED SEPTEMBER 30,

<TABLE>
<CAPTION>
                          NET ASSET                  REALIZED     DISTRIBUTIONS                                           RATIO OF  
                            VALUE        NET      AND UNREALIZED    FROM NET     NET ASSET                  NET ASSETS   EXPENSES TO
                          BEGINNING  INVESTMENT  GAINS OR (LOSSES) INVESTMENT      VALUE          TOTAL      END OF        AVERAGE  
                          OF PERIOD    INCOME     ON INVESTMENTS     INCOME    END OF PERIOD     RETURN+  PERIOD (000)   NET ASSETS 
- ------------------------------------------------------------------------------------------------------------------------------------
INSTITUTIONAL MONEY MARKET FUND
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>           <C>                        <C>            <C>            <C>      <C>             <C>       
   1997                   $  1.00       $0.05             --       $(0.05)        $1.00          5.29%    $  58,516       0.25%     
   1996                      1.00        0.05             --        (0.05)         1.00          5.33        28,004       0.25      
   1995(4)                   1.00        0.01             --        (0.01)         1.00          5.55*       31,314       0.25*     
- ------------------------------------------------------------------------------------------------------------------------------------
TREASURY SECURITIES MONEY MARKET FUND
- ------------------------------------------------------------------------------------------------------------------------------------
   TRUST CLASS
   1997                   $  1.00       $0.05             --       $(0.05)        $1.00          5.04%     $556,957       0.50%     
   1996                      1.00        0.05             --        (0.05)         1.00          5.06       637,819       0.50      
   1995                      1.00        0.05             --        (0.05)         1.00          5.33       521,270       0.50      
   1994                      1.00        0.03             --        (0.03)         1.00          3.22       403,778       0.50      
   RETAIL CLASS
   1997                   $  1.00       $0.05             --       $(0.05)        $1.00          4.83%     $604,919       0.70%     
   1996                      1.00        0.05             --        (0.05)         1.00          4.86       411,068       0.70      
   1995                      1.00        0.05             --        (0.05)         1.00          5.16       282,747       0.68      
   1994(1)                   1.00        0.03             --        (0.03)         1.00          3.15*       86,848       0.59*     
   SWEEP CLASS
   1997(10)               $  1.00       $0.03             --       $(0.03)        $1.00          4.46%*    $202,212       1.00%*    
- ------------------------------------------------------------------------------------------------------------------------------------
TAX EXEMPT MONEY MARKET FUND
- ------------------------------------------------------------------------------------------------------------------------------------
   RETAIL CLASS
   1997                   $  1.00       $0.03             --       $(0.03)        $1.00          3.12%     $ 76,744       0.65%     
   1996(5)                   1.00        0.01             --        (0.01)         1.00          2.83*       66,214       0.65*     
- ------------------------------------------------------------------------------------------------------------------------------------
GOVERNMENT SECURITIES FUND
- ------------------------------------------------------------------------------------------------------------------------------------
   CLASS A
   1997                   $  9.71       $0.55         $ 0.23       $(0.55)        $9.94          8.22%     $149,022       0.70%     
   1996                      9.87        0.55          (0.16)       (0.55)         9.71          4.10       160,317       0.70      
   1995                      9.41        0.54           0.46        (0.54)         9.87         10.84       124,404       0.70      
   1994                     10.00        0.43          (0.59)       (0.43)         9.41         (1.66)       97,562       0.70      
   CLASS B
   1997                   $  9.76       $0.47         $ 0.24       $(0.48)        $9.99          7.40%     $  1,062       1.45%     
   1996                      9.92        0.46          (0.15)       (0.47)         9.76          3.23           523       1.45      
   1995                      9.46        0.46           0.47        (0.47)         9.92         10.10           244       1.45      
   1994(2)                  10.04        0.31          (0.58)       (0.31)         9.46         (2.84)*         147       1.45*     
- ------------------------------------------------------------------------------------------------------------------------------------


                                            RATIO OF      RATIO OF NET
                            RATIO OF NET  EXPENSES TO     INVESTMENT
                             INVESTMENT   AVERAGE NET       INCOME TO
                             INCOME TO       ASSETS         AVERAGE        PORTFOLIO
                               AVERAGE     (EXCLUDING      NET ASSETS      TURNOVER
                             NET ASSETS     WAIVERS)   (EXCLUDING WAIVERS)   RATE
- ------------------------------------------------------------------------------------
INSTITUTIONAL MONEY MARKET FUND
- ------------------------------------------------------------------------------------
<S>                           <C>           <C>              <C>                
   1997                       5.19%         0.36%            5.08%            --
   1996                       5.19          0.34             5.10             --
   1995(4)                    5.56*         0.60*            5.21*            --
- ------------------------------------------------------------------------------------
TREASURY SECURITIES MONEY MARKET FUND
- ------------------------------------------------------------------------------------
   TRUST CLASS
   1997                       4.92%         0.50%            4.92%
   1996                       4.92          0.53             4.89             --
   1995                       5.23          0.57             5.16             --
   1994                       3.15          0.60             3.05             --
   RETAIL CLASS
   1997                       4.73%         0.75%            4.68%
   1996                       4.72          0.78             4.64             --
   1995                       5.12          0.82             4.98             --
   1994(1)                    3.27*         0.83*            3.03*            --
   SWEEP CLASS
   1997(10)                   4.57%*        1.25%*           4.32%*           --
- ------------------------------------------------------------------------------------
TAX EXEMPT MONEY MARKET FUND
- ------------------------------------------------------------------------------------
   RETAIL CLASS
   1997                       3.07%         0.95%            2.77%            --
   1996(5)                    2.92*         1.12*            2.45*            --
- ------------------------------------------------------------------------------------
GOVERNMENT SECURITIES FUND
- ------------------------------------------------------------------------------------
   CLASS A
   1997                       5.54%         0.76%            5.48%         11.88%
   1996                       5.53          0.79             5.44          22.80
   1995                       5.63          0.84             5.49          18.33
   1994                       4.43          0.90             4.23          37.80
   CLASS B
   1997                       4.81%         1.51%            4.75%         11.88%
   1996                       4.81          1.54             4.72          22.80
   1995                       4.86          1.59             4.72          18.33
   1994(2)                    3.88*         1.69*            3.64*         37.80
- ------------------------------------------------------------------------------------

AMOUNTS DESIGNATED AS "--" ARE EITHER $0 OR HAVE BEEN ROUNDED TO $0. 
 + TOTAL RETURN DOES NOT REFLECT SALES LOADS ON CLASS A AND CLASS B SHARES.
 * ANNUALIZED.
** AVERAGE COMMISSION RATE PAID PER SHARE FOR SECURITY PURCHASES AND SALES
   DURING THE PERIOD. PRESENTATION OF THE RATE IS ONLY REQUIRED FOR FISCAL YEARS
   BEGINNING AFTER SEPTEMBER 1, 1995.
 (1) COMMENCED OPERATIONS ON OCTOBER 19, 1993.
 (2) COMMENCED OPERATIONS ON OCTOBER 22, 1993.
 (3) COMMENCED OPERATIONS ON NOVEMBER 22, 1993.
 (4) COMMENCED OPERATIONS ON AUGUST 10, 1995.
 (5) COMMENCED OPERATIONS ON JUNE 7, 1996.
 (6) COMMENCED OPERATIONS ON MARCH 1, 1996.
 (7) COMMENCED OPERATIONS ON APRIL 19, 1996.
 (8) COMMENCED OPERATIONS ON JANUARY 31, 1997.
 (9) COMMENCED OPERATIONS ON JANUARY 31, 1997.
(10) COMMENCED OPERATIONS ON FEBRUARY 26, 1997.

</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

56 & 57    SEPTEMBER 30, 1997
<PAGE>
FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD ENDED SEPTEMBER 30,
<TABLE>
<CAPTION>
                          NET ASSET                REALIZED    DISTRIBUTIONS DISTRIBUTIONS                                       
                            VALUE       NET     AND UNREALIZED    FROM NET       FROM       NET ASSET                NET ASSETS  
                          BEGINNING INVESTMENT GAINS OR (LOSSES) INVESTMENT     CAPITAL       VALUE          TOTAL    END OF     
                          OF PERIOD   INCOME    ON INVESTMENTS    INCOME         GAINS     END OF PERIOD    RETURN+ PERIOD (000) 
- ---------------------------------------------------------------------------------------------------------------------------------
STRATEGIC INCOME BOND FUND
- ---------------------------------------------------------------------------------------------------------------------------------
   CLASS A
<S>     <C>                 <C>       <C>          <C>             <C>                        <C>             <C>      <C>       
   1997 (8)                 $10.00    $0.39        $ 0.14          $(0.39)         --         $10.14          8.26%*   $ 15,562  
   CLASS B                                                                                                                       
   1997(8)                  $10.00    $0.33        $ 0.16          $(0.35)         --         $10.14          7.57%*   $    470  
- ---------------------------------------------------------------------------------------------------------------------------------
LOUISIANA TAX-FREE INCOME FUND                                                                                                   
- ---------------------------------------------------------------------------------------------------------------------------------
   CLASS A                                                                                                                       
   1997                      $9.79    $0.43        $ 0.32          $(0.43)         --         $10.11          7.77%    $ 38,471  
   1996                       9.79     0.42           .--           (0.42)         --           9.79          4.48       20,937  
   1995                       9.38     0.42          0.41           (0.42)         --           9.79          9.01       11,705  
   1994                      10.00     0.36         (0.62)          (0.36)         --           9.38         (2.68)       6,971  
   CLASS B                                                                                                                       
   1997                      $9.79    $0.34        $ 0.33          $(0.35)         --         $10.11          6.99%    $  1,137  
   1996                       9.79     0.35           .--           (0.35)         --           9.79          3.60          727  
   1995                       9.39     0.35          0.40           (0.35)         --           9.79          8.21          567  
   1994 (3)                   9.87     0.27         (0.48)          (0.27)         --           9.39         (2.58)*        601  
- ---------------------------------------------------------------------------------------------------------------------------------
BALANCED FUND                                                                                                                    
- ---------------------------------------------------------------------------------------------------------------------------------
   CLASS A                                                                                                                       
   1997                     $11.31    $0.36        $ 2.44          $(0.36)     $(0.50)        $13.25         26.10%    $134,941  
   1996                      10.87     0.38          0.59           (0.38)      (0.15)         11.31          9.11      114,384  
   1995                       9.59     0.37          1.28           (0.37)         --          10.87         17.58       87,076  
   1994                      10.00     0.31         (0.41)          (0.31)         --           9.59         (1.02)      71,379  
   CLASS B                                                                                                                       
   1997                     $11.37    $0.26        $ 2.47          $(0.28)     $(0.50)        $13.32         25.19%    $  3,939  
   1996                      10.93     0.30          0.59           (0.30)      (0.15)         11.37          8.30        1,996  
   1995                       9.64     0.30          1.29           (0.30)         --          10.93         16.75        1,137  
   1994 (2)                  10.03     0.18         (0.39)          (0.18)         --           9.64         (2.24)*        868  
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                        


                                                     RATIO OF    RATIO OF NET
                                      RATIO OF NET  EXPENSES TO   INVESTMENT
                            RATIO OF   INVESTMENT   AVERAGE NET    INCOME TO
                           EXPENSES TO INCOME TO       ASSETS       AVERAGE       PORTFOLIO  AVERAGE
                            AVERAGE     AVERAGE     (EXCLUDING    NET ASSETS      TURNOVER  COMMISSION
                           NET ASSETS  NET ASSETS     WAIVERS) (EXCLUDING WAIVERS)  RATE      RATE**
- ------------------------------------------------------------------------------------------------------
STRATEGIC INCOME BOND FUND
- ------------------------------------------------------------------------------------------------------
   CLASS A
<S>     <C>                   <C>         <C>         <C>           <C>              <C>            
   1997 (8)                   0.90%*      6.22%*      1.43%*        5.69%*           1.34%       n/a
   CLASS B                                                                     
   1997(8)                    1.65%*      5.49%*      2.13%*        5.01%*           1.34%       n/a
- ------------------------------------------------------------------------------------------------------
LOUISIANA TAX-FREE INCOME                                                      
- ------------------------------------------------------------------------------------------------------
   CLASS A                                                                     
   1997                       0.61%       4.35%       0.65%         4.31%            0.77%       n/a
   1996                       0.65        4.38        0.75          4.28             8.26        n/a
   1995                       0.65        4.51        0.95          4.21             2.31        n/a
   1994                       0.65        4.10        1.72          3.03            30.31        n/a
   CLASS B                                                                     
   1997                       1.36%       3.61%       1.40%         3.57%            0.77%       n/a
   1996                       1.40        3.62        1.50          3.52             8.26        n/a
   1995                       1.40        3.77        1.70          3.47             2.31        n/a
   1994 (3)                   1.40*       3.35*       2.47*         2.28*           30.31        n/a
- ------------------------------------------------------------------------------------------------------
BALANCED FUND                                                                  
- ------------------------------------------------------------------------------------------------------
   CLASS A                                                
   1997                       0.90%       3.05%       0.96%         2.99%           40.97%     .0796
   1996                       0.89        3.53        1.01          3.41            57.22      .0794
   1995                       0.85        3.70        1.04          3.51            55.06        n/a
   1994                       0.85        3.18        1.14          2.89            64.09        n/a
   CLASS B                                                                     
   1997                       1.65%       2.28%       1.71%         2.22%           40.97%     .0796
   1996                       1.64        2.80        1.76          2.68            57.22      .0794
   1995                       1.60        2.95        1.79          2.76            55.06        n/a
   1994 (2)                   1.60*       2.55*       1.94*         2.21*           64.09        n/a
- ----------------------------------------------------------------------------------------------------

AMOUNTS DESIGNATED AS "--" ARE EITHER $0 OR HAVE BEEN ROUNDED TO $0. 
 + TOTAL RETURN DOES NOT REFLECT SALES LOADS ON CLASS A AND CLASS B SHARES.
 * ANNUALIZED.
** AVERAGE COMMISSION RATE PAID PER SHARE FOR SECURITY PURCHASES AND SALES
   DURING THE PERIOD. PRESENTATION OF THE RATE IS ONLY REQUIRED FOR FISCAL YEARS
   BEGINNING AFTER SEPTEMBER 1, 1995.
 (1) COMMENCED OPERATIONS ON OCTOBER 19, 1993.
 (2) COMMENCED OPERATIONS ON OCTOBER 22, 1993.
 (3) COMMENCED OPERATIONS ON NOVEMBER 22, 1993.
 (4) COMMENCED OPERATIONS ON AUGUST 10, 1995.
 (5) COMMENCED OPERATIONS ON JUNE 7, 1996.
 (6) COMMENCED OPERATIONS ON MARCH 1, 1996.
 (7) COMMENCED OPERATIONS ON APRIL 19, 1996.
 (8) COMMENCED OPERATIONS ON JANUARY 31, 1997.
 (9) COMMENCED OPERATIONS ON JANUARY 31, 1997.
(10) COMMENCED OPERATIONS ON FEBRUARY 26, 1997.

</TABLE>


THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

58 & 59    SEPTEMBER 30, 1997
<PAGE>


FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD ENDED SEPTEMBER 30,
<TABLE>
<CAPTION>
                          NET ASSET                REALIZED    DISTRIBUTIONS DISTRIBUTIONS                                       
                            VALUE       NET     AND UNREALIZED    FROM NET       FROM       NET ASSET                NET ASSETS  
                          BEGINNING INVESTMENT GAINS OR (LOSSES) INVESTMENT     CAPITAL       VALUE          TOTAL    END OF     
                          OF PERIOD   INCOME    ON INVESTMENTS    INCOME         GAINS     END OF PERIOD    RETURN+ PERIOD (000) 
- ---------------------------------------------------------------------------------------------------------------------------------
VALUE EQUITY FUND
- ---------------------------------------------------------------------------------------------------------------------------------
   CLASS A
<S>                         <C>      <C>            <C>          <C>           <C>           <C>              <C>       <C>      
   1997                     $12.93   $ 0.19         $5.32        $(0.19)       $(0.81)       $17.44           45.27%    $134,117 
   1996                      11.81     0.25          1.30         (0.25)        (0.18)        12.93           13.38       93,508 
   1995                       9.65     0.24          2.16         (0.24)           --         11.81           25.13       58,854 
   1994                      10.00     0.18         (0.35)        (0.18)           --          9.65           (1.64)      41,922 
   CLASS B                                                                                
   1997                     $12.97   $ 0.09         $5.34        $(0.09)       $(0.81)       $17.50           44.31%    $  9,944 
   1996                      11.86     0.17          1.29         (0.17)        (0.18)        12.97           12.49        3,990 
   1995                       9.70     0.15          2.17         (0.16)           --         11.86           24.17        1,288 
   1994 (2)                   9.95     0.08         (0.25)        (0.08)           --          9.70           (1.82)*        389 
- ---------------------------------------------------------------------------------------------------------------------------------
GROWTH EQUITY FUND                                                                        
- ---------------------------------------------------------------------------------------------------------------------------------
   CLASS A                                                                                
   1997                     $12.10   $ 0.06         $3.71        $(0.06)           --        $15.81           31.25%    $ 31,608 
   1996 (6)                  11.00     0.05          1.10         (0.05)           --         12.10           10.46       18,400 
   CLASS B                                                                                
   1997                     $12.07   $(0.03)        $3.64            --            --        $15.74           30.41%    $  1,800 
   1996 (7)                  11.14     0.01          0.93        $(0.01)           --         12.07            8.48          152 
- ---------------------------------------------------------------------------------------------------------------------------------
SMALL CAP EQUITY FUND                                                                     
- ---------------------------------------------------------------------------------------------------------------------------------
   CLASS A                                                                                
   1997 (9)                 $10.00   $(0.01)        $2.22            --            --        $12.21           33.61%*   $  3,616 
   CLASS B                                                                                
   1997 (9)                 $10.00   $(0.02)        $2.18            --            --        $12.16           32.85%*   $    654 
- ---------------------------------------------------------------------------------------------------------------------------------
INTERNATIONAL EQUITY FUND                                                                 
- ---------------------------------------------------------------------------------------------------------------------------------
   CLASS A                                                                                
   1997 (9)                 $10.00   $(0.01)        $0.99            --            --        $10.98           14.90%*   $  3,435 
   CLASS B                                                                                
   1997 (9)                 $10.00   $(0.03)        $0.97            --            --        $10.94           14.30%*   $    358 
- ---------------------------------------------------------------------------------------------------------------------------------


                                                     RATIO OF    RATIO OF NET
                                      RATIO OF NET  EXPENSES TO   INVESTMENT
                            RATIO OF   INVESTMENT   AVERAGE NET    INCOME TO
                           EXPENSES TO INCOME TO       ASSETS       AVERAGE       PORTFOLIO  AVERAGE
                            AVERAGE     AVERAGE     (EXCLUDING    NET ASSETS      TURNOVER  COMMISSION
                           NET ASSETS  NET ASSETS     WAIVERS) (EXCLUDING WAIVERS)  RATE      RATE**
- ------------------------------------------------------------------------------------------------------
VALUE EQUITY FUND
- ------------------------------------------------------------------------------------------------------
   CLASS A
<S>                            <C>         <C>         <C>           <C>         <C>        <C>   
   1997                        1.00%       1.33%       1.00%         1.33%       97.91%     $.0798
   1996                        0.97        2.12        1.02          2.07        95.93       .0795
   1995                        0.90        2.40        1.07          2.23        97.88         n/a
   1994                        0.90        1.95        1.17          1.68       161.42         n/a
   CLASS B                
   1997                        1.75%       0.55%       1.75%         0.55%       97.91%     $.0798
   1996                        1.73        1.37        1.77          1.33        95.93       .0795
   1995                        1.65        1.62        1.82          1.45        97.88         n/a
   1994 (2)                    1.65*       1.30*       1.93*         1.02*      161.42         n/a
- ------------------------------------------------------------------------------------------------------
GROWTH EQUITY FUND        
- ------------------------------------------------------------------------------------------------------
   CLASS A                
   1997                        1.00%       0.46%       1.04%         0.42%       65.12%     $.0799
   1996 (6)                    1.00*       0.73*       1.12*         0.61*       91.09       .0797
   CLASS B                
   1997                        1.75%      (0.30)%      1.79%        (0.34)%      65.12%     $.0799
   1996 (7)                    1.75*      (0.02)*      1.87*        (0.14)*      91.09       .0797
- ------------------------------------------------------------------------------------------------------
SMALL CAP EQUITY FUND     
- ------------------------------------------------------------------------------------------------------
   CLASS A                
   1997 (9)                    0.20%*     (0.20)%*     1.79%*       (1.79)%*     29.56%        n/a
   CLASS B                
   1997 (9)                    0.95%*     (0.95)%*     2.61%*       (2.61)%*     29.56%        n/a
- ------------------------------------------------------------------------------------------------------
INTERNATIONAL EQUITY FUND 
- ------------------------------------------------------------------------------------------------------
   CLASS A                
   1997 (9)                    0.27%*     (0.27)%*     2.21%*       (2.21)%*      4.69%        n/a
   CLASS B                
   1997 (9)                    1.02%*     (1.02)%*     2.86%*       (2.86)%*      4.69%        n/a
- ------------------------------------------------------------------------------------------------------

AMOUNTS DESIGNATED AS "--" ARE EITHER $0 OR HAVE BEEN ROUNDED TO $0. 
 + TOTAL RETURN DOES NOT REFLECT SALES LOADS ON CLASS A AND CLASS B SHARES.
 * ANNUALIZED.
** AVERAGE COMMISSION RATE PAID PER SHARE FOR SECURITY PURCHASES AND SALES
   DURING THE PERIOD. PRESENTATION OF THE RATE IS ONLY REQUIRED FOR FISCAL YEARS
   BEGINNING AFTER SEPTEMBER 1, 1995.
 (1) COMMENCED OPERATIONS ON OCTOBER 19, 1993.
 (2) COMMENCED OPERATIONS ON OCTOBER 22, 1993.
 (3) COMMENCED OPERATIONS ON NOVEMBER 22, 1993.
 (4) COMMENCED OPERATIONS ON AUGUST 10, 1995.
 (5) COMMENCED OPERATIONS ON JUNE 7, 1996.
 (6) COMMENCED OPERATIONS ON MARCH 1, 1996.
 (7) COMMENCED OPERATIONS ON APRIL 19, 1996.
 (8) COMMENCED OPERATIONS ON JANUARY 31, 1997.
 (9) COMMENCED OPERATIONS ON JANUARY 31, 1997.
(10) COMMENCED OPERATIONS ON FEBRUARY 26, 1997.

</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

60 & 61    SEPTEMBER 30, 1997

<PAGE>


NOTES TO FINANCIAL STATEMENTS


1. ORGANIZATION

The Marquis Funds (the "Trust") was organized as a Massachusetts business trust
under a Declaration of Trust dated June 29, 1993. The Trust is registered under
the Investment Company Act of 1940, as amended, as an open-end management
company with eleven series funds: Institutional Money Market Fund, Treasury
Securities Money Market Fund, Tax Exempt Money Market Fund (the "Money Market
Funds"), Government Securities Fund, Strategic Income Bond Fund, Louisiana
Tax-Free Income Fund, Balanced Fund (formerly the "Growth and Income Fund"),
Value Equity Fund, Growth Equity Fund, Small Cap Equity Fund, and International
Equity Fund (the "Non-Dollar Funds"). Each Fund's prospectus provides a
description of the Fund's investment objectives, policies and strategies. The
assets of each Fund are segregated, and a shareholder's interest is limited to
the Fund in which shares are held. The Trust is registered to offer the
following classes of shares: Trust, Retail, and the Cash Sweep Class in the
Treasury Securities Money Market Fund, Retail and the Cash Sweep in the
Tax-Exempt Money Market and Class A and Class B in the Non-Dollar Funds. 

The Small Cap Equity Fund and the International Equity Fund are currently 
"feeder" funds in separate Corporate Master-Feeder(TM) structures. That is, the
Small Cap Equity Fund and International Equity Fund each currently invest in 
another open-end management investment company with the same investment 
objectives and hold as their only investment securities, shares of a single 
"master" fund, in this case, the SEI Institutional Managed Trust Small Cap 
Growth Portfolio and the SEI International Trust International Equity 
Portfolio, respectively. However, in certain instances the Funds are permitted 
to invest in securities other than a single open-end management investment 
company.


2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of the significant accounting policies followed by
the Funds.

SECURITIES VALUATION -- Investments in equity securities that are traded on a
national securities exchange (or reported on the NASDAQ national market system)
are stated at the last quoted sales price if readily available for such equity
securities on each business day; other equity securities traded in the
over-the-counter market and listed equity securities for which no sale was
reported on that date are stated at the last quoted bid price. Debt obligations
exceeding sixty days to maturity for which market quotations are readily
available are valued at the most recently quoted bid price. Debt obligations
with sixty days or less remaining until maturity may be valued at their amor-

62   SEPTEMBER 30, 1997
<PAGE>

tized cost. Under this valuation method, purchase discounts and premiums are
accreted and amortized ratably to maturity and are included in interest income.
Restricted and illiquid securities for which quotations are not readily
available are valued at fair value using methods determined in good faith as
approved by the Board of Trustees.

The investments of the Small Cap Equity and International Equity Funds (the 
"Feeder" funds) in the SEI Institutional Managed Trust Small Cap Growth
Portfolio and the SEI International Trust International Equity Portfolio (the
"Master Funds"), respectively, are valued at the net asset value per share of 
each Master Fund determined as of the close of the New York Stock Exchange. 

FEDERAL INCOME TAXES -- It is each Fund's intention to continue
to qualify as a regulated investment company for federal income tax purposes by
complying with the appropriate provisions of the Internal Revenue Code of 1986,
as amended, and to distribute all of its taxable income and net capital gains.
Accordingly, no provision for federal income taxes has been made in the
accompanying financial statements. 

SECURITY TRANSACTIONS AND RELATED INCOME -- Security transactions are accounted
for on the date the security is purchased or sold (trade date). Dividend income
is recognized on the ex-dividend date, and interest income is recognized on the
accrual basis. Costs used in determining realized gains and losses on the sales
of investment securities are those of the specific securities sold adjusted for
the accretion and amortization of purchase discounts and premiums during the
respective holding period. Purchase discounts and premiums on securities held
by the Non-Dollar Funds are accreted and amortized to maturity using the
scientific interest method, which approximates the effective interest method. 

REPURCHASE AGREEMENTS -- Securities pledged as collateral for repurchase
agreements are held by the custodian bank until the respective agreements
mature. Provisions of the repurchase agreements ensure that the market value
of the collateral, including accrued interest thereon, is sufficient in the
event of default of the counterparty. The Funds also invest in tri-party
repurchase agreements. Securities held as collateral for tri-party repurchase
agreements are maintained in a segregated account by the broker's custodian
bank until maturity of the repurchase agreement. If the counterparty defaults
and the value of the collateral declines, or if the counter-party enters an
insolvency proceeding, realization of the collateral by the Funds may be
delayed or limited. 

NET ASSET VALUE PER SHARE -- The net asset value per share of each Fund is
calculated each business day. In general, it is computed by dividing the
assets of each Fund, less its liabilities, by the number of outstanding shares
of the Fund.

                                                        SEPTEMBER 30, 1997   63
<PAGE>
NOTES TO FINANCIAL STATEMENTS

EXPENSES -- Expenses that are directly related to one of the Funds are charged
directly to that Fund. Other operating expenses are prorated to the Funds on
the basis of relative net assets. Class specific expenses are borne by that 
class. Income, expenses, and realized and unrealized gains/losses are 
allocated to the respective classes on the basis of relative daily net assets. 

DISTRIBUTIONS -- Distributions from net investment income are declared and paid
quarterly for the Balanced Fund, Value Equity Fund, Growth Equity Fund and 
Small Cap Equity Fund. Distributions from net investment income are declared 
daily and paid monthly for the Institutional Money Market Fund, Treasury 
Securities Money Market Fund, and Tax Exempt Money Market Fund. 
Distributions from net investment income are declared and paid monthly for the 
Government Securities Fund, Strategic Income Bond Fund and Louisiana Tax-Free 
Income Fund. Any net realized capital gains are declared and distributed to 
shareholders at least annually. 

Distributions from net investment income and net realized capital gains are 
determined in accordance with U.S. Federal income tax regulations, which may 
differ from those amounts determined under generally accepted accounting 
principles. These book/tax differences are either temporary or permanent in 
nature. To the extent these differences are permanent, they are charged or 
credited to paid in capital in the period that the differences arises. 

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS -- The preparation
of financial statements, in conformity with generally accepted accounting 
principles, requires management to make estimates and assumptions that affect 
the reported amount of assets and liabilities and disclosure of contingent 
assets and liabilities at the date of the financial statements and the 
reported amounts of revenue and expenses during the reporting period. Actual 
results could differ from those estimates.

3. INVESTMENT ADVISORY, ADMINISTRATIVE, AND DISTRIBUTION AGREEMENTS

First National Bank of Commerce in New Orleans (the "Adviser") serves as
investment adviser to each Fund pursuant to an investment advisory agreement
(the "Advisory Agreement") with the Trust. For its services, the Adviser is
entitled to a fee, that is calculated daily and paid monthly, at an annual rate
based on the average daily net assets of each Fund as follows: Institutional
Money Market Fund -- .15%, Treasury Securities Money Market Fund -- .30%, Tax
Exempt Money Market Fund -- .45%, Government Securities Fund -- .55%, Strategic
Income Bond Fund -- .74%, Louisiana Tax-Free Income Fund -- .35%, Balanced 
Fund -- .74%, Value Equity Fund -- .74%, Growth Equity Fund -- .74%, Small Cap
Equity Fund -- .40%, and International Equity Fund -- .40%. The Adviser has 
voluntarily agreed to waive a portion of its fee so that expenses of each Fund 
will not exceed certain annual expense limitations. The Adviser reserves the

64   SEPTEMBER 30, 1997

<PAGE>

right to terminate its waiver at any time in its sole discretion.

Weiss, Peck & Greer, L.L.C. serves as the investment sub-adviser for the Tax
Exempt Money Market Fund pursuant to a sub-advisory agreement with the Adviser.
The sub-advisory fees are paid by the Adviser. 

The Trust and SEI Fund Resources (the "Administrator") have entered into an 
Administration Agreement. SEI Investments Management Corporation, a wholly-
owned subsidiary of SEI Investments, is the owner of all beneficial interest 
in the Administrator. Under terms of the Administration Agreement, the 
Administrator is entitled to a fee calculated daily and paid monthly at an 
annual rate of .10% of the average daily net assets of the Institutional Money
Market Fund and .15% of the average daily net assets of the Treasury Securities
Money Market Fund, Tax Exempt Money Market Fund, Government Securities Fund, 
Strategic Income Bond Fund, Louisiana Tax-Free Income Fund, Balanced Fund, 
Value Equity Fund, Growth Equity Fund, Small Cap Equity Fund, and International
Equity Fund. The Administrator has voluntarily agreed to waive a portion of its
fee so that expenses of each Fund will not exceed certain annual expense 
limitations. The Administrator reserves the right to terminate its waiver at 
any time in its sole discretion. 

The Trust and SEI Investments Distribution Co. (the "Distributor") have 
entered into a Distribution Agreement. As provided in certain Distribution 
Plans adopted under the Distribution Agreement, the Trust will pay a fee at an
annual rate of .25% of the average daily net assets of the Retail Class of the 
Treasury Securities Money Market Fund and Tax Exempt Money Market Fund, and 
 .75% of the Class B shares of the Non-Dollar Funds and the Cash Sweep Class of 
the Treasury Securities Money Market Fund to the Distributor as compensation 
for its services. The Distributor has agreed to waive a portion of its fee 
from the Treasury Securities Money Market Fund and the Tax Exempt Money Market 
Fund in order to maintain a competitive expense ratio. The Distributor reserves
the right to terminate its waiver at any time in its sole discretion. 

In addition to the fees paid at the feeder level for the Small Cap Equity and 
International Equity Funds, each Feeder Fund's shareholders will bear 
indirectly their prorata portion of the advisory, administrative, distribution 
and other expenses of the respective Master Funds in which they invest. 

The Class A shares of the Non-Dollar Funds are subject to a maximum sales load
of 3.50%. 

There is a contingent deferred sales charge on the Class B shares of the 
Non-Dollar Funds which varies depending on the number of years from time of 
payment for the purchase of shares until the time of redemption of such shares 
(the "holding period"). Solely for the purpose of determining the number of 
years from the time of any payment for the purchase of shares, all payments 
during the month are aggregated and deemed to have been made on the first day 
of the month.

                                                        SEPTEMBER 30, 1997   65

<PAGE>

NOTES TO FINANCIAL STATEMENTS

                              CONTINGENT DEFERRED SALES
                                CHARGE AS A PERCENTAGE
     YEAR SINCE                    OF DOLLAR AMOUNT
      PURCHASE                    SUBJECT TO CHARGE
    ------------              --------------------------
       First                             3.50%
       Second                            2.75%
       Third                             2.00%
       Fourth                            1.25%
       Fifth                             0.50%
       Sixth                             None


4. ORGANIZATIONAL COSTS AND TRANSACTIONS WITH AFFILIATES

Organizational costs have been capitalized by the Funds and are being amortized
over sixty months commencing with operations. In the event any of the initial
shares of the Funds are redeemed by any holder thereof during the period that
the Funds are amortizing their organizational costs, the redemption proceeds
payable to the holder thereof will be reduced by the unamortized organizational
costs in the same ratio as the number of initial shares being redeemed bears to
the number of initial shares outstanding at the time of redemption. These costs
include legal fees of approximately $54,278 for organizational work performed 
by a law firm of which an officer and a trustee of the Trust are partners. 
Certain officers and trustees of the Trust who are officers of the 
Administrator and the Distributor received no compensation from the Trust.


5. INVESTMENT TRANSACTIONS

The cost of security purchases and the proceeds from the sale of securities,
other than short-term investments, for the period ended September 30, 1997 were
as follows:

                           STRATEGIC     LOUISIANA
             GOVERNMENT      INCOME       TAX-FREE
             SECURITIES       BOND         INCOME    BALANCED
                FUND          FUND          FUND       FUND
                (000)        (000)         (000)      (000)
             ----------    ----------   ----------  ----------
PURCHASES:
 U.S.
   Government  $17,068       $5,054      $    --      $ 7,924
 Other              --        7,597       15,100       41,013
SALES:
 U.S.
   Government  $24,853       $  142      $    --      $ 7,614
 Other           6,570           --          205       50,821

                                                       INTER-
                VALUE       GROWTH       SMALL CAP    NATIONAL
               EQUITY       EQUITY        EQUITY      EQUITY
                FUND         FUND          FUND        FUND
               (000)         (000)        (000)       (000)
             ----------   ----------    ----------   --------
PURCHASES:
 U.S.
   Government $     --      $    --       $   --      $   --
 Other         118,175       21,006        4,021       3,706
SALES:
 U.S.
   Government $     --      $    --       $   --      $   --
 Other         111,360       15,240          651          82

On September 30, 1997, the total cost of securities and the net realized gains
or losses on securities sold for federal income tax purposes were not 
materially different from amounts reported for financial reporting purposes. 
The aggregate gross unrealized appreciation and depreciation on securities at 
September 30, 1997, for each Non-Dollar Fund are as follows:

66  SEPTEMBER 30, 1997
<PAGE>

                                STRATEGIC    LOUISIANA
                 GOVERNMENT      INCOME      TAX-FREE
                 SECURITIES       BOND        INCOME     BALANCED
                    FUND          FUND         FUND        FUND
                   (000)         (000)        (000)       (000)
                 ----------    ----------   ----------  ----------


AGGREGATE GROSS
  UNREALIZED
  APPRECIATION    $ 1,308          $239        $1,046     $21,987
Aggregate Gross
  Unrealized
  Depreciation     (1,179)           --           (16)       (878)
                  -------          ----        ------     -------
Net Unrealized
  Appreciation/
  (Depreciation)  $   129          $239        $1,030     $21,109
                  =======          ====        ======     =======

                                                          INTER-
                    VALUE       GROWTH       SMALL CAP   NATIONAL
                   EQUITY       EQUITY        EQUITY     EQUITY
                    FUND         FUND          FUND       FUND
                   (000)        (000)         (000)      (000)
                 ----------   ----------    ----------   --------


AGGREGATE GROSS
  UNREALIZED
  APPRECIATION    $34,218      $8,194          $829        $116
Aggregate Gross
  Unrealized
  Depreciation       (580)       (114)           --        (23)
                  -------      ------          ----        ----
Net Unrealized
  Appreciation/
  (Depreciation)  $33,638      $8,080          $829        $ 93
                  =======      ======          ====        ====


6. CONCENTRATION OF CREDIT RISK

The Institutional Money Market Fund and the Treasury Securities Money Market
Fund invest primarily in a portfolio of money market instruments maturing in 
one year or less whose ratings are within the highest ratings category assigned
by a nationally recognized statistical rating agency or, if not rated, are 
believed to be of comparable quality. 

The Tax Exempt Money Market Fund invests in debt instruments of municipal 
issuers. The issuers' ability to meet their obligations may be affected by 
economic developments in a specific state or region. The Tax Exempt Money 
Market Fund invests in securities that include revenue bonds, tax and revenue 
anticipation notes, and general obligation bonds. At September 30, 1997, the 
percentages of portfolio investments by each revenue source were as follows:

                                      TAX EXEMPT
                                  MONEY MARKET FUND
                                  -----------------
   Revenue Bonds                         73%
   Anticipation Notes                    18%
   General Obligations                    6%
   Tax-Exempt
      Commercial Paper                    3%
                                  -----------------
      Total                             100%
                                  =================
The Government Securities, Strategic Income Bond and Balanced Funds invest in
debt instruments.

The Louisiana Tax-Free Income Fund is more susceptible to factors adversely
affecting issuers of Louisiana municipal securities than a comparable municipal
bond fund that does not concentrate its investments in Louisiana municipal
securities. 

The following table presents a summary of holdings in the Government 
Securities, Strategic Income Bond and Louisiana Tax-Free Income Funds as of
September 30, 1997.
                                                       SEPTEMBER 30, 1997    67
<PAGE>

NOTES TO FINANCIAL STATEMENTS

                                       STRATEGIC      LOUISIANA
                      GOVERNMENT         INCOME        TAX-FREE
                      SECURITIES          BOND          INCOME
RATING                   FUND             FUND           FUND
- ------------        --------------     ----------     ----------
AAA                      86.3%            31.0%          79.1%
AA                        0.5%             6.8%            --
A                         1.4%            44.5%           3.6%
BBB                        --             11.2%            --
Not Rated                11.8%             6.5%          17.3%
                      ----------       ----------      ----------
                          100%             100%           100%
                      ==========       ==========      ==========

These percentages are stated as a percentage of total investments. U.S. 
Government Securities represent obligations issued or guaranteed by the U.S.
Government and its agencies or instrumentalities. Repurchase agreements are 
collateralized by U.S. Government Securities and are included in Not Rated 
above.


7. CAPITAL LOSS CARRYFORWARDS

The Funds had capital loss carryforwards and post-October deferred losses at
September 30, 1997, to the extent provided in the regulations for federal 
income tax as follows:
                                                   POST
                       CAPITAL LOSS             OCTOBER 31,
                  CARRYFORWARDS EXPIRING           1996
              ------------------------------     DEFERRED
FUNDS               2003    2004      2005       LOSSES
- -----         ------------------------------   ------------
Government
   Securities
   Fund          $679,660 $124,634  $    --      $19,540
Louisiana
   Tax-Free
   Income
   Fund            32,125    2,083   19,720           --
Small Cap
   Equity Fund         --       --       --        9,414

For tax purposes, capital losses can be carried forward for a maximum of eight
years to offset any future net realized capital gains. Post-October deferred
losses have been deferred to fiscal year 1998 for tax purposes.


8. SUBSEQUENT EVENT

On October 20, 1997, First Commerce Corporation and Banc One Corporation 
jointly announced that they had signed a definitive agreement for the merger 
of First Commerce Corporation with Banc One Corporation. As of September 30, 
1997, the Adviser is a wholly-owned subsidiary of First Commerce Corporation. 
Subject to certain conditions being met, it is currently anticipated that the 
trans-action will close at the end of February 1998. Thereafter, the Adviser 
would be an indirect subsidiary of Banc One.

68   SEPTEMBER 30, 1997
<PAGE>

NOTICE TO SHAREHOLDERS (UNAUDITED)

FOR TAXPAYERS FILING ON A CALENDAR-YEAR BASIS. THIS NOTICE IS FOR INFORMATIONAL
PURPOSES ONLY.

Dear Marquis Funds' Shareholders:

For the fiscal year ended September 30, 1997, each Fund is designating
qualifying dividends and exempt income with regard to distributions paid during
the year as follows:

<TABLE>
<CAPTION>
                                 (A)                  (B)                   (C)                 (D)                 (E)
                              LONG TERM            ORDINARY
                            CAPITAL GAINS           INCOME                                     TOTAL
                            DISTRIBUTION        DISTRIBUTIONS           QUALIFYING         DISTRIBUTIONS        TAX-EXEMPT
FUNDS                        (TAX BASIS)*        (TAX BASIS)*           DIVIDENDS(1)        (TAX BASIS)**        INTEREST**
- --------                   --------------       --------------        --------------       --------------       ------------
<S>                              <C>                 <C>                 <C>                   <C>                <C>
Institutional Money
  Market Fund                     0%                 100%                  0%                  100%                 0%
Treasury Securities                                                                                            
  Money Market Fund               0%                 100%                  0%                  100%                 0%
Tax Exempt Money                                                                                               
  Market Fund                     0%                 100%                  0%                  100%               100%
Government                                                                                                     
  Securities Fund                 0%                 100%                  0%                  100%                 0%
Strategic Income                                                                                               
  Bond Fund                       0%                 100%                  0%                  100%                 0%
Louisiana Tax-Free                                                                                             
  Income Fund                     0%                 100%                  0%                  100%                99%
Balanced Fund                    45%                  55%                 27%                  100%                 0%
Value Equity Fund                64%                  36%                 88%                  100%                 0%
Growth Equity Fund                0%                 100%                100%                  100%                 0%
Small Cap                                                                                                      
  Equity Fund                     0%                   0%                  0%                    0%                 0%
Inernational                                                                                                   
  Equity Fund                     0%                   0%                  0%                    0%                 0%
                                                                                                         

(1) Qualifying dividends represent dividends which qualify for the corporate
    dividends received deduction. 
  * Items (A) and (B) are based on a percentage of the Fund's total 
    distributions. 
 ** Items (D) and (E) are based on a percentage of ordinary income 
    distributions of the Fund.


Please consult your tax adviser for proper treatment of this information.

</TABLE>

                                                       SEPTEMBER 30, 1997    69
<PAGE>
NOTES
70   SEPTEMBER 30, 1997
<PAGE>
NOTES
                                                       SEPTEMBER 30, 1997    71
<PAGE> 
NOTES
72   SEPTEMBER 30, 1997
<PAGE>
                             [MARQUIS LOGO OMITTED]
                 High Quality. High Standards. Highly Personal.
                                                    
                                Investment Adviser
                  First National Bank of Commerce in New Orleans
                              201 St. Charles Avenue
                               New Orleans, LA 70170
                                    Administrator
                                SEI Fund Resources
                                  Oaks, PA 19456
                                  Transfer Agent
                                DST Systems, Inc.
                              210 West 10th Street
                              Kansas City, MO 64105
                                   Legal Counsel
                            Morgan, Lewis & Bockius LLP
                              2000 One Logan Square
                             Philadelphia, PA 19103
                        Independent Public Accountants
                                Arthur Andersen LLP
                              1601 Market Street
                              Philadelphia, PA 19103

                            THE MARQUIS FUNDS:
          NOT FDIC INSUREDBULLETNO BANK GUARANTEEBULLETMAY LOSE VALUE


The First NBC Trust Group is a department of First National Bank of Commerce
("First NBC"), a wholly owned subsidiary of First Commerce Corporation ("FCC").
First NBC serves as investment adviser and custodian for the Marquis Funds;
remuneration may be earned for such services. The Marquis Funds are distributed
by SEI Investments Distribution Co., which is not affiliated with FCC, First
NBC, Marquis Investments, LLC, or any affiliates thereof.
   This material must be preceded or accompanied by a current prospectus.
(C) 1997                                                         MRQ-F-007-04


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